EX-4.3 WARRANT AGREEMENT



 







Exhibit 4.3




WARRANT AGREEMENT




     This
Warrant Agreement (this “Agreement”) is made as of
July 20, 2006, by and between
Freedom Acquisition Holdings, Inc., a Delaware corporation, with offices at 1114 Avenue of the
Americas, 41st Floor, New York, New York 10036 (the “Company”) and Continental
Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York,
New York 10004 (the “Warrant Agent”).



     WHEREAS, the Company has engaged in a private offering of units (“Units”), each
consisting of one share of common stock, par value $0.0001 per share, of the Company (“Common
Stock”) and one warrant to purchase one share of Common Stock for $6.00, subject to adjustment
as described herein, to Berggruen Holdings North America Ltd. (“Berggruen Holdings”),
Marlin Equities II, LLC (“Marlin Equities”), Herbert A. Morey, William P. Lauder and James
N. Hauslein (each a “Founder” and collectively, the “Founders”) and has determined
to issue and deliver an aggregate of 9,375,000 warrants (the “Founders’ Warrants”) to be
included in units issued to the Founders; and



     WHEREAS, the Company may engage in an initial public offering (“Initial Public
Offering”) of Units and, in connection therewith, may issue and deliver up to 41,250,000
underlying warrants to the public investors (“Public Warrants”), each of such Public
Warrants evidencing the right of the holder thereof to purchase one share of Common Stock for
$6.00, subject to adjustment as described herein; and



     WHEREAS, if the Company determines to engage in an Initial Public Offering, the Company will
file with the Securities and Exchange Commission a Registration Statement on Form S-1
(“Registration Statement”) for the registration under the Securities Act of 1933, as
amended (“Act”) of, among other securities, the Units, the Common Stock and the Public
Warrants; and



     WHEREAS, if the Company engages in and consummates an Initial Public Offering, the Company
will contemporaneously engage in a private offering of Units to Berggruen Holdings and Marlin
Equities (each a “Sponsor” and collectively, the “Sponsors”) and, in connection
therewith, will enter into an agreement to sell an aggregate of (i) 4,500,000 additional warrants
for $1.00 per warrant, each evidencing the right of the holder thereof to purchase one share of the
Company’s Common Stock for $6.00, subject to adjustment as described herein (the “Sponsors’
Warrants”) and (iii) 6,250,000 co-investment warrants for $1.00 per warrant, each evidencing
the right of the holder thereof to purchase one share of the Company’s Common Stock for $6.00,
subject to adjustment as described herein (the “Co-Investment Warrants” and together with
the Founders’ Warrants and the Sponsors’ Warrants, the “Private Warrants”); and



     WHEREAS, if the Company engages in and consummates an Initial Public Offering, the Sponsors
would pay for, and the Company would issue and deliver, the Sponsors’ Warrants immediately prior to
the consummation of the Initial Public Offering; and



     WHEREAS, if the Company engages in and consummates an Initial Public Offering and consummates
a merger, capital stock exchange, asset acquisition or other similar business combination
(“Business Combination”), the Sponsors would pay for, and the Company would issue and
deliver, the Co-Investment Warrants immediately prior to the consummation of the Business
Combination; and



     WHEREAS, the Public Warrants and the Private Warrants are sometimes collectively referred to
herein as the “Warrants”; and



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     WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and



     WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms
upon which they shall be issued and exercised, and the respective rights, limitation of rights, and
immunities of the Company, the Warrant Agent, and the holders of the Warrants; and



     WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:



     1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as
agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.



     2. Warrants.



          2.1 Form of Warrant. Each (i) Public Warrant shall be issued in registered form only
in substantially the form of Exhibit A hereto and (ii) Private Warrant shall be issued in
registered form only in substantially the form of Exhibit B hereto, in each case, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the board of directors (the “Board”) or Chief Executive Officer and
Treasurer, Secretary or Assistant Secretary of the Company. In the event the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.




          2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by
the holder thereof.




          2.3 Registration.




               2.3.1 Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”) for the registration of original issuance and the registration of transfer of the
Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.



               2.3.2 Registered Holder. Prior to due presentment for registration of transfer of any
Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
shall be registered upon the Warrant Register (“registered holder”), as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership
or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.



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          2.4 Detachability of Warrants. The securities comprising the Units will not be
separately transferable until five business days (or as soon as practicable thereafter) following
the earlier to occur of expiration of the underwriters’ over-allotment option or their exercise in
full, subject to the Company having filed a Current Report on Form 8-K, which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of the Initial Public
Offering including the proceeds received by the Company from the exercise of the underwriters’
over-allotment option, and having issued a press release announcing when such separate trading will
begin.




          2.5 Public Warrants and Private Warrants. The Private Warrants shall have the same
terms and be in the same form as the Public Warrants, except that (i) the Founders’ Warrants will
become exercisable after consummation of a Business Combination if and when the last sales price of
the Common Stock exceeds $11.50 per share for any 20 trading days within a 30 trading day period
beginning 90 days after such Business Combination and (ii) (A) the Founders’ Warrants will be
non-redeemable so long as they are held by the Founders or their Permitted Transferees (as defined
below) and (B) the Sponsors’ Warrants will be non-redeemable so long as they are held by the
Sponsors or their Permitted Transferees. “Permitted Transferees” shall mean any of the
Company’s officers, directors or employees, or other persons or entities associated with such
Founder or Sponsor (as the case may be) who agree to become subject to the same transfer
restrictions as such Founder or Sponsor upon receiving such Private Warrants.




     3. Terms and Exercise of Warrants.



          3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the registered holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $6.00 per whole share, subject to the adjustments provided in Section
4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Warrant Agreement refers to the price per share at which Common Stock
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower
the Warrant Price at any time prior to the Expiration Date for a period of not less than 10
business days; provided, however, that any such reduction shall be identical in percentage terms
among all of the Warrants.




          3.2 Duration of Warrants. A Warrant may be exercised only during the period (the
“Exercise Period”) commencing on the later of the consummation by the Company of a Business
Combination or the first anniversary of the
Initial Public Offering consummation date, and terminating at 5:00 p.m., New York City time on
the earlier to occur of (i) the fifth anniversary of the Initial Public Offering consummation date;
or (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this
Agreement (“Expiration Date”); provided, however that, (i) the Warrants shall not be
exercisable and the Company shall not be obligated to issue Common Stock unless, at the time a
holder seeks to exercise the Warrants, a prospectus relating to Common Stock issuable upon exercise
of the Warrants is current and the Common Stock has been registered or qualified or deemed to be
exempt under the securities laws of the state of residence of the holder of the Warrants and (ii)
in addition to the exercise conditions set forth in this Section 3.2, the Founders’
Warrants may only become exercisable following the Company’s completion of a Business Combination
if and when the last sales price of the Common Stock exceeds $11.50 per share for any 20 trading
days within a 30 trading day period beginning 90 days after such Business Combination. Except with
respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder),
each Warrant not exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date.




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          3.3 Exercise of Warrants.




               3.3.1 Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder thereof
by surrendering it, at the office of the Warrant Agent, or at the office of its successor as
Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form,
as set forth in the Warrant, duly executed, and by paying in full, in lawful money of the United
States, in cash, good certified check or good bank draft payable to the order of the Company, the
Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and
all applicable taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Common Stock, and the issuance of the Common Stock.



               3.3.2 Issuance of Certificates. As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to
the registered holder of such Warrant a certificate or certificates for the number of full shares
of Common Stock to which he is entitled, registered in such name or names as may be directed by
him, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the
number of shares as to which such Warrant shall not have been exercised. Subject to Section
7.4 of this Agreement, and notwithstanding the foregoing, the Company shall not be obligated to
deliver any securities pursuant to the exercise of a Warrant unless (i) a registration statement
under the Act with respect to the Common Stock is effective or (ii) in the opinion of counsel to
the Company, the exercise of the Warrants is exempt from the registration requirements of the Act
and such securities are qualified for sale or exempt from qualification under applicable securities
laws of the states or other jurisdictions in which the registered holders reside. Warrants may not
be exercised by, or securities issued to, any registered holder in any state in which such exercise
would be unlawful.



               3.3.3 Valid Issuance. All shares of Common Stock issued upon the proper exercise of a
Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.



               3.3.4 Date of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall
for all purposes be deemed to have become the holder of record of such shares on the date on which
the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of
delivery of such certificate, except that, if the date of such surrender and payment is a date when
the stock transfer books of the Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on which the stock
transfer books are open.



          3.4 No Cash Settlement. If the Company is unable to deliver
registered shares of Common Stock to the holder upon exercise of the Warrants during the Exercise
Period, there will be no cash settlement of the Warrants and the Warrants will expire worthless.




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     4. Adjustments.



          4.1 Stock Dividends Split Ups. If after the date hereof, and subject to the
provisions of Section 4.6, the number of outstanding shares of Common Stock is increased by
a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding shares of Common Stock.




          4.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.6, the number of outstanding shares of Common Stock is decreased by a
consolidation, combination, reverse stock split or reclassification of shares of Common Stock or
other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common
Stock.




          4.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall
be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment and (y) the denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.




          4.4 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such
shares of Common Stock), or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the
Company is dissolved, the Warrant holders shall thereafter have the right to purchase and
receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of
the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, by a Warrant
holder of the number of shares of Common Stock of the Company obtainable upon exercise of the
Warrants immediately prior to such event; and if any reclassification also results in a change in
shares of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be
made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The
provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.




          4.5 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable on exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give
written notice to the Warrant holder, at the last address set forth

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for such holder in the warrant
register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.




          4.6 No Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round up to the nearest whole number the number of the
shares of Common Stock to be issued to the Warrant holder.




          4.7 Form of Warrant. The forms of Warrants need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state
the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement. However, the Company may at any time in its sole discretion make any
change in the form of Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant or otherwise, may be in the form as so changed.




          4.8 Notice of Certain Transactions. In the event that the Company shall propose to
(a) offer the holders of its Common Stock rights to subscribe for or to purchase any securities
convertible into shares of Common Stock or shares of stock of any class or any other securities,
rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock
to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange
offer with respect to the Common Stock, the Company shall send to the Warrant holders a notice of
such proposed action or offer. Such notice shall be mailed to the registered holders at their
addresses as they appear in the Warrant Register, which shall specify the record date for
the purposes of such dividend, distribution or rights, or the date such issuance or event is
to take place and the date of participation therein by the holders of Common Stock, if any such
date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and
on the number and kind of any other shares of stock and on other property, if any, and the number
of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and
the Warrant Price after giving effect to any adjustment pursuant to this Article 4 which would be
required as a result of such action. Such notice shall be given as promptly as practicable after
the Board has determined to take any such action and (x) in the case of any action covered by
clause (a) or (b) above at least 10 days prior to the record date for determining the holders of
the Common Stock for purposes of such action or (y) in the case of any other such action at least
20 days prior to the date of the taking of such proposed action or the date of participation
therein by the holders of Common Stock, whichever shall be the earlier.




          4.9 Other Events. If any event occurs as to which the foregoing provisions of this
Article 4 are not strictly applicable or, if strictly applicable, would not, in the good faith
judgment of the Board, fairly and adequately protect the purchase rights of the registered holders
of the Warrants in accordance with the essential intent and principles of such provisions, then the
Board shall make such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the
Board, to protect such purchase rights as aforesaid.




     5. Transfer and Exchange of Warrants.



          5.1 Registration of Transfer. Subject to Section 5.2 below, the Warrant Agent
shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly
guaranteed and




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accompanied by appropriate instructions for transfer. Upon any such transfer, a new
Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant
shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon request.




          5.2 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the registered holder of
the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant
Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.




          5.3 Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which will result in the issuance of a warrant certificate for
a fraction of a warrant.




          5.4 Service Charges. No service charge shall be made for any exchange or registration
of transfer of Warrants.




          5.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf
of the Company for such purpose.




     6. Redemption.



          6.1 Redemption. Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time after they become
exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $.01 per Warrant (the “Redemption
Price”), provided, however, that the last sales price of the Common Stock has been equal to or
greater than $11.50 per share, on each of twenty (20) trading days within any thirty (30) trading
day period ending on the third business day prior to the date on which notice of redemption is
given; and provided further, however, that with respect to the Founders’ Warrants and the Sponsors’
Warrants, such redemption right shall not be applicable so long as the Warrants are held by any of
the Founders or their Permitted Transferees.




          6.2 Date Fixed for, and Notice of, Redemption. In the event the Company shall elect
to redeem all of the Warrants permitted to be redeemed pursuant to Section 6.1 (the
“Redeemable Warrants”), the Company shall fix a date for the redemption. Notice of
redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30
days prior to the date fixed for redemption to the registered holders of the Redeemable Warrants at
their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the
registered holder received such notice.




          6.3 Exercise After Notice of Redemption. The Redeemable Warrants may be exercised,
for cash or on a “cashless basis”, in accordance with Section 3 of this Agreement at any
time after notice of redemption shall have been given by the Company pursuant to Section
6.2 hereof and prior to the time and date fixed for redemption. On and after the redemption
date, the record holder of the




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Redeemable Warrants shall have no further rights except to receive
the Redemption Price upon surrender of the Redeemable Warrants.




          6.4 Outstanding Warrants Only. The Company understands that the redemption rights
provided for by this Section 6 apply only to outstanding Redeemable Warrants. To the
extent a person holds rights to purchase Redeemable Warrants, such purchase rights shall not be
extinguished by redemption. However, once such purchase rights are exercised, the Company may
redeem the Redeemable Warrants issued upon such exercise provided that the criteria for redemption
is met, including the opportunity of the Redeemable Warrant holders to exercise prior to redemption
pursuant to Section 6.3.




     7. Other Provisions Relating to Rights of Holders of Warrants.



          7.1 No Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a
stockholder of the Company, including, without limitation, the right to receive dividends, or other
distributions, exercise any preemptive rights to vote or to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of directors of the Company
or any other matter.




          7.2 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or
otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.




          7.3 Reservation of Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.




          7.4 Registration of Common Stock. If the Company consummates an Initial Public
Offering, the Company agrees that prior to the commencement of the Exercise Period, it shall file
with the Securities and Exchange Commission a post-effective amendment to the Registration
Statement, or a new registration statement, for the registration under the Act of, and it shall
take such action as may be necessary to qualify for sale, in those states in which the Warrants
were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In
either case, the Company shall use its best efforts to cause the same to become effective on or
prior to the commencement of the Exercise Period and to maintain the effectiveness of such
registration statement until the expiration of the Public Warrants in accordance with the
provisions of this Agreement. The Warrants shall not be exercisable and the Company shall not be
obligated to issue Common Stock unless, at the time a holder seeks to exercise the Warrants, a
prospectus relating to Common Stock issuable upon exercise of the Warrants is current and the
Common Stock has been registered or qualified or deemed to be exempt under the securities laws of
the state of residence of the holder of the Warrants.




     8. Concerning the Warrant Agent and Other Matters.



          8.1 Payment of Taxes. The Company shall from time to time promptly pay all taxes and
charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares.




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          8.2 Resignation, Consolidation, or Merger of Warrant Agent.




               8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in
writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or
incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in
place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant for
inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the
State of New York for the County of New York for the appointment of a successor Warrant Agent at
the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in
good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties, and obligations.



               8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
transfer agent for the Common Stock not later than the effective date of any such appointment.



               8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the
Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.



          8.3 Fees and Expenses of Warrant Agent.




               8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as such Warrant Agent hereunder and shall reimburse the Warrant Agent
upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of
its duties hereunder.



               8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.



          8.4 Liability of Warrant Agent.




               8.4.1 Reliance on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such



9









 







fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the President or Chairman of the Board of the
Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any
action taken or suffered in good faith by it pursuant to the provisions of this Agreement.



               8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except
as a result of the Warrant Agent’s negligence, willful misconduct or bad faith.



               8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this Agreement or with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the provisions of Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.



          8.5 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by
this Agreement and agrees to perform the same upon the terms and conditions herein set forth and
among other things, shall account promptly to the Company with respect to Warrants exercised and
concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the
purchase of shares of the Company’s Common Stock through the exercise of Warrants.




     9. Miscellaneous Provisions.



          9.1 Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.




          9.2 Notices. Any notice, statement or demand authorized by this Warrant Agreement to
be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:




Freedom Acquisition Holdings, Inc.

1114 Avenue of the Americas

41st Floor

New York, New York 10036

Attn: Nicolas Berggruen



Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
five days after deposit of such notice, postage prepaid, addressed (until another address is filed
in writing by the Warrant Agent with the Company), as follows:





10









 








Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Compliance Department




with a copy in each case to:




Greenberg Traurig, LLP

200 Park Avenue

New York, NY 10166

Facsimile: (212) 801-6400

Attn: Alan Annex, Esq.




and




Cleary Gottlieb Steen & Hamilton LLP

1 Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attn: Raymond B. Check, Esq.




and




Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10014

Facsimile: (212) 723-8871

Attn: David Spivak




          9.3 Applicable Law. The validity, interpretation and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in
the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenience forum. Any such process or summons to be served upon the Company may be
served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.




          9.4 Persons Having Rights under this Agreement. Nothing in this Agreement expressed
and nothing that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the parties hereto and
the registered holders of the Warrants and, for the purposes of Sections 2.5, 6.1,
6.4, 7.4, 9.2 and 9.8 hereof, the Representative, any right, remedy
or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise or agreement hereof. The Representative (on behalf of the underwriters) shall be deemed to
be a third party beneficiary of this Agreement with respect to Sections 2.5, 6.1,
6.4, 7.4, 9.2 and 9.8 hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Warrant Agreement shall be for the sole and
exclusive benefit of the parties hereto (and the Representative with respect to Sections
2.5, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their
successors and assigns and of the registered holders of the Warrants.




11









 








          9.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available
at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and
State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may
require any such holder to submit his Warrant for inspection by it.




          9.6 Counterparts. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original and all such
counterparts shall together constitute but one and the same instrument.




          9.7 Effect of Headings. The Section headings herein are for convenience only and are
not part of this Warrant Agreement and shall not affect the interpretation thereof.




          9.8 Amendments. This Agreement may be amended by the parties hereto without the
consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely affect the interest of
the registered holders. All other modifications or amendments, including any amendment to increase
the Warrant Price or shorten the Exercise Period, shall require the written consent of the
Representative and the registered holders of a majority of the then outstanding Warrants.
Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of
the Exercise Period in accordance with Sections 3.1 and 3.2, respectively, without
such consent.




          9.9 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or
provision, the parties hereto intend that there shall be added as a part of this Agreement a
provision as similar in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.




[Signatures Appear on Following Page]





12









 







     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date
first above written.



	 	 	 	 	 	 	 
	 	 	FREEDOM ACQUISITION HOLDINGS, INC.
	Attest:
	 	 	 	 	 	 
	
	 	 	 	 	 	 
	/S/
REBECCA ORTEGA  

	 	By:
	 	/S/ NICOLAS BERGGRUEN	 	 
	 


	 	Name:
	 	 

Nicolas Berggruen
	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/S/ MICHAEL G. MULLINGS

	 	By:
	 	/S/ FELIX ORIHUELA	 	 
	 


	 	Name:
	 	 

Felix Orihuela
	 	 
	 

	 	Title:
	 	Vice President	 	 






 









 






Exhibit A




Form of Public Warrant



THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON THE
EXERCISE OF THE WARRANT) ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE WARRANT AGREEMENT
DATED AS OF ___, 2006, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT (THE “WARRANT
AGREEMENT”). COPIES OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S
PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.]




SPECIMEN WARRANT CERTIFICATE




			
	 	 	 
	NUMBER
	 	                     WARRANTS
	                    -	 	 






THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, ON THE EXPIRATION DATE




FREEDOM ACQUISITION HOLDINGS, INC.




CUSIP                     




WARRANT




THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring on the fifth anniversary of the Initial
Public Offering consummation date (unless earlier redeemed in accordance with the terms hereof)
(the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par
value $0.0001 per share (“Shares”), of Freedom Acquisition Holdings, Inc., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The
Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i)
the Company’s completion of a business combination with a target business or (ii) one year from the
effective date of the Registration Statement used in connection with the Initial Public Offering,
such number of Shares of the Company at the price of $6.00 per share, upon surrender of this
Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the
Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company. The Warrant Agreement provides
that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share
at which Shares may be purchased at the time the Warrant is exercised.




     No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company shall,
upon exercise, round up to the nearest whole number the number of Shares to be issued to the
warrant holder.



     Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.



A-1









 





     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



     The Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.



     This Warrant does not entitle the registered holder to any of the rights of a stockholder of
the Company.



     Subject to Section 6.4 of the Warrant Agreement, the Company may redeem all, but not
less than all, of the Warrants, at the option of the Company, at any time after the Warrants become
exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2 of the Warrant Agreement, at the price of $.01 per Warrant (the
“Redemption Price”), provided, however, that the last sales price of the Common
Stock has been equal to or greater than $11.50 per share, on each of twenty (20) trading days
within any thirty (30) trading day period ending on the third business day prior to the date on
which notice of redemption is given; and provided further, however, that with respect to the
Founders’ Warrants and the Sponsors’ Warrants, such redemption right shall not be applicable to (i)
the Founders’ Warrants, so long as such Founders’ Warrants are held by the Founder or its Permitted
Transferees and (ii) the Sponsors’ Warrants, so long as such Sponsors’ Warrants are held by the
Sponsor or its Permitted Transferee. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of redemption shall be canceled on the books
of the Company and have no further value except for the $0.01 redemption price.



     Capitalized terms used herein but not defined shall have the meaning set forth in the Warrant
Agreement.



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Name:
	 

	 	Title:
	 	Title:






A-2









 






SUBSCRIPTION FORM




To Be Executed by the Registered Holder in Order to Exercise Warrants



The undersigned registered holder irrevocably elects to exercise                                          Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name of



 



(PLEASE TYPE OR PRINT NAME AND ADDRESS)



 



 



 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




	 	 	 
	and be delivered to
	 	 
	 

	 	 
	 

	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)





 



and, if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of
such Warrants be registered in the name of, and delivered to, the registered
holder at the address stated below:




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(SIGNATURE)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	(ADDRESS)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	(TAX IDENTIFICATION NUMBER)






A-3









 






ASSIGNMENT




To Be Executed by the Registered Holder in Order to Assign Warrants




For Value Received,                                                              hereby sells, assigns, and transfers unto



 



(PLEASE TYPE OR PRINT NAME AND ADDRESS)



 



 



 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




	 	 	 
	and be delivered to
	 	 
	 

	 	 
	 

	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)





                                                             of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint                                                                                                                         
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(SIGNATURE)





THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.




A-4









 








Exhibit B




Form of Private Warrant



THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON
EXERCISE OF THE WARRANT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT AND LAWS, OR AN EXEMPTION FROM REGISTRATION THEREFROM.



THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON THE
EXERCISE OF THE WARRANT) ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND THE TERMS AND
CONDITIONS SET FORTH IN THE WARRANT AGREEMENT DATED AS OF JULY 20, 2006, BY AND BETWEEN THE
COMPANY AND THE WARRANT AGENT (THE “WARRANT AGREEMENT”). COPIES OF SUCH AGREEMENT MAY BE OBTAINED
BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.




SPECIMEN WARRANT CERTIFICATE




			
	 	 	 
	NUMBER
	 	                     WARRANTS
	                    -	 	 






THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, ON THE EXPIRATION DATE




FREEDOM ACQUISITION HOLDINGS, INC.




CUSIP                     




WARRANT




THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring on the fifth anniversary of the Initial
Public Offering consummation date (unless earlier redeemed in accordance with the terms hereof)
(the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par
value $0.0001 per share (“Shares”), of Freedom Acquisition Holdings, Inc., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The
Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i)
the Company’s completion of a business combination with a target business or (ii) one year from the
effective date of the Registration Statement used in connection with the Initial Public Offering,
such number of Shares of the Company at the price of $6.00 per share, upon surrender of this
Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company (such payment to be made by check made payable to the
Warrant Agent), but only subject to the conditions set forth herein and in the Warrant Agreement
between the Company and Continental Stock Transfer & Trust Company. The Warrant Agreement provides
that upon the occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share
at which Shares may be purchased at the time the Warrant is exercised.




B-1









 








     No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a
Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company shall,
upon exercise, round up to the nearest whole number the number of Shares to be issued to the
warrant holder.



     Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been exercised.



     Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing, may be exchanged in
the manner and subject to the limitations provided in the Warrant Agreement, but without payment of
any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office or
agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



     The Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.



     This Warrant does not entitle the registered holder to any of the rights of a stockholder of
the Company.



     Subject to Section 6.4 of the Warrant Agreement, the Company may redeem all, but not
less than all, of the Warrants, at the option of the Company, at any time after the Warrants become
exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2 of the Warrant Agreement, at the price of $.01 per Warrant (the
“Redemption Price”), provided,
however, that the last sales price of the Common
Stock has been equal to or greater than $11.50 per share, on each of twenty (20) trading days
within any thirty (30) trading day period ending on the third business day prior to the date on
which notice of redemption is given; and provided further, however, that with respect to the
Founders’ Warrants and the Sponsors’ Warrants, such redemption right shall not be applicable to (i)
the Founders’ Warrants, so long as such Founders’ Warrants are held by the Founder or its Permitted
Transferees and (ii) the Sponsors’ Warrants, so long as such Sponsors’ Warrants are held by the
Sponsor or its Permitted Transferee. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of redemption shall be canceled on the books
of the Company and have no further value except for the $0.01 redemption price.



     Capitalized terms used herein but not defined shall have the meaning set forth in the Warrant
Agreement.



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:
	 	Name:
	 

	 	Title:
	 	Title:






B-2









 






SUBSCRIPTION FORM




To Be Executed by the Registered Holder in Order to Exercise Warrants



The undersigned registered holder irrevocably elects to exercise                                          Warrants
represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that Certificates for such shares shall be issued in
the name of



 



(PLEASE TYPE OR PRINT NAME AND ADDRESS)



 



 



 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




	 	 	 
	and be delivered to
	 	 
	 

	 	 
	 

	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)





 



and, if such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the balance of
such Warrants be registered in the name of, and delivered to, the registered
holder at the address stated below:




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(SIGNATURE)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	(ADDRESS)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	(TAX IDENTIFICATION NUMBER)






B-3









 






ASSIGNMENT




To Be Executed by the Registered Holder in Order to Assign Warrants




For Value Received,                                                              hereby sells, assigns, and transfers unto



 



(PLEASE TYPE OR PRINT NAME AND ADDRESS)



 



 



 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




	 	 	 
	and be delivered to
	 	 
	 

	 	 
	 

	 	(PLEASE PRINT OR TYPE NAME AND ADDRESS)





                                                             of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitute and appoint                                                                                                                         
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(SIGNATURE)





THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF
THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.





B-4