exv4w8




Exhibit
4.8



	 	 	 	 	 
	NUMBER____________

	 	[SPECIMEN WARRANT CERTIFICATE]
	 	WARRANTS
	 

	 	 	 	 
	 

	 	THIS WARRANT WILL BE VOID IF NOT
EXERCISED
PRIOR TO

5:00 P.M. EASTERN TIME ON THE DATE
THAT IS
THE SEVEN YEAR ANNIVERSARY
FROM THE
CONSUMMATION OF THE
BUSINESS
COMBINATION
OR UPON EARLIER REDEMPTION	 	 
	 

	 	 	 	 
	 

	 	WESTERN LIBERTY BANCORP
	 	CUSIP____________
	 

	 	 	 	 
	 

	 	WARRANT	 	 






THIS CERTIFIES THAT, for value received




is the registered holder of a Warrant or Warrants expiring at 5:00 p.m., Eastern Time on the date
that is the seven year anniversary from the date of the Business Combination (as defined below), or
upon earlier redemption (the “Warrant”), to purchase one fully paid and non-assessable share of
Common Stock, par value $0.0001 per share (“Shares”), of Western Liberty Bancorp, 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 completion of an
initial acquisition by the Company of one or more assets or operating businesses through a merger,
capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar
business combination (“Business Combination”), such number of Shares of the Company at the price of
$12.50 per share, upon surrender of this Warrant Certificate accompanied by the annexed duly
executed subscription form and payment of the Warrant Price (as hereinafter defined) at the office
or agency of the Warrant Agent, 17 Battery Place, New York, New York 10004 (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 Amended and Restated Warrant Agreement, dated as of July 20, 2009, as such agreement may
be amended, restated or supplemented from time to time, between the Company and Continental Stock
Transfer & Trust Company (the “Warrant Agreement”). In no event shall the registered holder of this
Warrant be entitled to receive a net-cash settlement, shares of common stock or other consideration
in lieu of physical settlement in Shares of the Company other than as provided in Section 6.5 of
the Warrant Agreement. The Warrant Agreement provides that upon the occurrence of certain events
the Warrant Price and the number of Warrant Shares purchasable hereunder, 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 the holder of a Warrant
would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall, upon such exercise, round up to the nearest whole number the number of Shares to be issued
to such 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.



The Company reserves the right to redeem all (but not part) of the then outstanding Warrants, with
a notice of redemption in writing to the holders of record of the Warrants then outstanding, giving
30 days’ notice of such redemption at any time after such Warrants become exercisable if the last
sale price of the Shares has been at least $21.00 per share on each of 20 trading days within a 30
trading day period ending on the third business day prior to the date on which notice of such
redemption is given. The Company may not redeem the Warrants unless the Warrants comprising the
units sold in its initial public offering and the shares of common stock underlying those Warrants
are covered by an effective registration statement from the beginning of the measurement period
through the date fixed for the redemption. The redemption price of the Warrants is to be $.01 per
Warrant. 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 cancelled on the books of the Company and have no
further value except for the $.01 redemption price.



	 	 	 	 	 
	By:

	 	WESTERN LIBERTY BANCORP

CORPORATE	 	 
	 

Treasurer

	 	THE STATE OF DELAWARE

SEAL

2009
	 	 

Chairman
	 
	 	 	 	 
	COUNTERSIGNED:


	 	 	 	 
	Continental Stock Transfer & Trust Company, 

as Warrant Agent
	 	 	 	 
	 
	 	 	 	 
	 

Authorized Officer
	 	 	 	 
	 
	 	 	 	 
	 





 









 






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)
	 
	 	 
	 





 









 






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)




                of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes
and appoints                   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 NEW YORK STOCK EXCHANGE.