Exhibit 4.3
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED WITHOUT A VIEW TO THE DISTRIBUTION THEREOF, WITHIN THE MEANING OF SUCH TERMS AS USED IN THE ACT. THESE SHARES MAY BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED ONLY (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH CORPORATION (“CORPORATION”), (2) IN ACCORDANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR (3) IN A TRANSACTION PURSUANT TO WHICH THE CORPORATION RECEIVES A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.
THIS STOCK CERTIFICATE IS SUBJECT TO THE SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 23, 2010, AMONG THE COMPANY, WAYPOINT NYTEX, LLC AND PNC BANK, NATIONAL ASSOCIATION, AS AGENT, UNDER WHICH THIS STOCK CERTIFICATE AND THE COMPANY’S OBLIGATIONS HEREUNDER ARE SUBORDINATED IN THE MANNER SET FORTH THEREIN TO THE PRIOR PAYMENT OF CERTAIN OBLIGATIONS TO THE HOLDERS OF SENIOR INDEBTEDNESS AS DEFINED THEREIN AND ARE SUBJECT IN ALL RESPECTS TO THE TERMS AND PROVISIONS SET FORTH THEREIN.