EXHIBIT 4.1 







	
 


	
SECOND AMENDED AND RESTATED


	
 


	
WARRANT AGREEMENT


	
 


	
by and between


	
 


	
TRIAN ACQUISITION I CORP.


	
 


	
and


	
 


	
AMERICAN STOCK TRANSFER & TRUST COMPANY


	
 


	



	
 


	
Dated as of January 23, 2008


	
 


	














TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page

	
 


	
 

	
 

	
 

	
 

	


	
 


	
 


	
ARTICLE I APPOINTMENT
 OF WARRANT AGENT

	
 

	
2

	
 


	
 

	
 

	
 

	
 


	
ARTICLE II
 WARRANTS

	
 

	
2

	
 


	
2.1

	
 

	
Form of
 Warrant

	
 

	
2

	
 


	
2.2

	
 

	
Effect of
 Countersignature

	
 

	
3

	
 


	
2.3

	
 

	
Registration

	
 

	
3

	
 


	
2.4

	
 

	
Detachability
 of Warrants

	
 

	
4

	
 


	
2.5

	
 

	
Private
 Warrants

	
 

	
4

	
 


	
 

	
 

	
 

	
 


	
ARTICLE III
 TERMS AND EXERCISE OF WARRANTS

	
 

	
5

	
 


	
3.1

	
 

	
Warrant
 Price

	
 

	
5

	
 


	
3.2

	
 

	
Duration of
 Warrants

	
 

	
6

	
 


	
3.3

	
 

	
Exercise of
 Warrants

	
 

	
6

	
 


	
3.4

	
 

	
No Cash
 Settlement

	
 

	
9

	
 


	
 

	
 

	
 

	
 


	
ARTICLE IV
 ADJUSTMENTS

	
 

	
9

	
 


	
4.1

	
 

	
Stock
 Dividends; Split-Ups

	
 

	
9

	
 


	
4.2

	
 

	
Aggregation
 of Shares

	
 

	
10

	
 


	
4.3

	
 

	
Adjustments
 in Warrant Price

	
 

	
10

	
 


	
4.4

	
 

	
Replacement
 of Securities upon Reorganization, etc.

	
 

	
10

	
 


	
4.5

	
 

	
Extraordinary
 Dividends

	
 

	
11

	
 


	
4.6

	
 

	
Notices of
 Changes in Warrant

	
 

	
11

	
 


	
4.7

	
 

	
No
 Fractional Shares

	
 

	
11

	
 


	
4.8

	
 

	
Form of
 Warrant

	
 

	
11

	
 


	
4.9

	
 

	
Notice of
 Certain Transactions

	
 

	
12

	
 


	
 

	
 

	
 

	
 


	
ARTICLE V
 TRANSFER AND EXCHANGE OF WARRANTS

	
 

	
12

	
 


	
5.1

	
 

	
Transfer of
 Warrants

	
 

	
12

	
 


	
5.2

	
 

	
Registration
 of Transfer

	
 

	
12

	
 


	
5.3

	
 

	
Procedure
 for Surrender of Warrants

	
 

	
12

	
 


	
5.4

	
 

	
Fractional
 Warrants

	
 

	
13

	
 


	
5.5

	
 

	
Service
 Charges

	
 

	
13

	
 


	
5.6

	
 

	
Warrant
 Execution and Countersignature

	
 

	
13

	
 


	
 

	
 

	
 

	
 


	
ARTICLE VI
 REDEMPTION

	
 

	
13

	
 


	
6.1

	
 

	
Redemption

	
 

	
13

	
 


	
6.2

	
 

	
Date Fixed
 for, and Notice of, Redemption

	
 

	
14

	
 


	
6.3

	
 

	
Exercise
 After Notice of Redemption

	
 

	
14

	
 


	
6.4

	
 

	
Outstanding
 Warrants Only

	
 

	
14

	
 


	
 

	
 

	
 

	
 


	
ARTICLE VII
 OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS

	
 

	
15

	
 


	
7.1

	
 

	
No Rights as
 Stockholder

	
 

	
15

	
 


	
7.2

	
 

	
Lost,
 Stolen, Mutilated, or Destroyed Warrants

	
 

	
15

	
 





(i)






TABLE OF CONTENTS

(Continued)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page

	
 


	
 

	
 

	
 

	
 

	


	
 


	
 


	
7.3

	
 

	
Reservation
 of Common Stock

	
 

	
15

	
 


	
7.4

	
 

	
Registration
 of Common Stock

	
 

	
15

	
 


	
 

	
 

	
 

	
 


	
ARTICLE VIII
 CONCERNING THE WARRANT AGENT AND OTHER MATTERS

	
 

	
15

	
 


	
8.1

	
 

	
Payment of
 Taxes

	
 

	
15

	
 


	
8.2

	
 

	
Resignation,
 Consolidation, or Merger of Warrant Agent

	
 

	
16

	
 


	
8.3

	
 

	
Fees and
 Expenses of Warrant Agent

	
 

	
16

	
 


	
8.4

	
 

	
Liability of
 Warrant Agent

	
 

	
17

	
 


	
8.5

	
 

	
Acceptance
 of Agency

	
 

	
18

	
 


	
8.6

	
 

	
Waiver

	
 

	
18

	
 


	
 

	
 

	
 

	
 


	
ARTICLE IX
 MISCELLANEOUS PROVISIONS

	
 

	
18

	
 


	
9.1

	
 

	
Successors

	
 

	
18

	
 


	
9.2

	
 

	
Notices

	
 

	
18

	
 


	
9.3

	
 

	
Applicable
 Law

	
 

	
19

	
 


	
9.4

	
 

	
Persons
 Having Rights under this Agreement

	
 

	
19

	
 


	
9.5

	
 

	
Examination
 of the Warrant Agreement

	
 

	
19

	
 


	
9.6

	
 

	
Counterparts

	
 

	
19

	
 


	
9.7

	
 

	
Effect of
 Headings

	
 

	
19

	
 


	
9.8

	
 

	
Amendments

	
 

	
20

	
 


	
9.9

	
 

	
Severability

	
 

	
20

	
 


	
9.10

	
 

	
Entire
 Agreement

	
 

	
20

	
 





(ii)






SECOND AMENDED AND RESTATED WARRANT AGREEMENT


                    This
SECOND AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”) is made
as of January 23, 2008, by and between Trian Acquisition I Corp., a Delaware
corporation (the “Company”), and American Stock Transfer & Trust
Company, a New York corporation, as warrant agent (the “Warrant Agent”).



                    WHEREAS,
the Company and the Warrant Agent entered into a Warrant Agreement dated as of
November 1, 2007 (the “Original Warrant Agreement”); 


                    WHEREAS,
the Original Warrant Agreement was amended and restated in its entirety by the
Amended and Restated Warrant Agreement dated as of January 3, 2008, between the
Company and the Warrant Agent (the “Amended Warrant Agreement”); 


                    WHEREAS,
the parties hereto wish to amend the terms of the Amended Warrant Agreement to
provide for the issuance of the Co-Investment Warrants (as defined below),
which amendments may be effected pursuant to Section 9.8 of the Amended Warrant
Agreement with the written consent of the Registered Holders (as defined therein)
of a majority of the outstanding Warrants (as defined herein); 



                    WHEREAS,
in connection with its formation, the Company has issued and sold to Trian
Acquisition I, LLC, a Delaware limited liability company (the “Sponsor”),
an aggregate of 21,562,500 units (the “Sponsor Units”), each consisting
of one share of common stock, par value $0.0001 per share, of the Company (“Common
Stock”) and one warrant entitling the holder thereof to purchase one share
of Common Stock for $7.00, subject to adjustment (such warrants, the “Initial
Sponsor Warrants”);  


                    WHEREAS,
the Sponsor is the Registered Holder of a majority of the outstanding Warrants
and has consented to the amendments reflected in this Agreement on the
signature page hereto; 


                    WHEREAS,
the Company has filed a registration statement (the “Registration Statement”)
on Form S-1 under the Securities Act of 1933, as amended (the “Securities
Act”) with the Securities and Exchange Commission in connection with an
initial public offering (the “Initial Public Offering”) of 80,000,000
units (or up to 92,000,000 units if and to the extent that the underwriters
exercise their over-allotment option) (the “Public Units”), each
consisting of one share of Common Stock and one warrant entitling the holder
thereof to purchase one share of Common Stock for $7.00, subject to adjustment
as described herein (such warrants, the “Public Warrants”); 


                    WHEREAS,
the Sponsor has agreed to purchase from the Company an aggregate of 10,000,000
additional warrants at a price of $1.00 per warrant in a private placement that
will occur immediately prior to the Initial Public Offering, each such Warrant
entitling the holder thereof to purchase one share of Common Stock for $7.00,
subject to adjustment as described herein (such warrants, the “Sponsor
Warrants”); 






                    WHEREAS,
Trian Fund Management, L.P. (“Trian Fund”), its affiliates and/or one or
more of the funds and accounts managed by Trian Fund or its affiliates
(collectively, “Trian Partners”) may purchase from the Company
immediately prior to the consummation of a Business Combination (as defined
below) up to $75,000,000 of units (the “Co-Investment Units”) at a price
of $10.00 per unit (to the extent such funds have not previously been used to
make open market purchases of Common Stock pursuant to an agreement to be
entered into among Trian Fund, Deutsche Bank Securities Inc. and Merrill Lynch
& Co. prior to the consummation of the Initial Public Offering), each such
unit consisting of one share of Common Stock and one warrant entitling the
holder thereof to purchase one share of Common Stock for $7.00, subject to
adjustment (such warrants, the “Co-Investment Warrants,” and together
with the Initial Sponsor Warrants and the Sponsor Warrants, the “Private
Warrants”); 


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


                    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, exercise and cancellation of the
Warrants; 


                    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 that 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: 


ARTICLE I 

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. 


ARTICLE II 

WARRANTS


                    2.1
Form of Warrant. Each Public Warrant shall be issued in registered form
only in substantially the form of Exhibit A hereto and each Private 


2






Warrant shall
be issued in registered form only in substantially the form of Exhibit B
hereto, the provisions of which exhibits are incorporated herein. Each Warrant
shall be signed by, or bear the facsimile signature of, any one of the Chairman
of the Board of Directors, the Vice Chairman, President, Chief Financial
Officer, Treasurer, Chief Legal Officer, 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. All of the Public Warrants shall initially be represented by one or
more book-entry certificates (each a “Book-Entry Warrant Certificate”). 


                    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. 


                              (a)
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 such 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. All of the
Public Warrants shall initially be represented by one or more Book-Entry
Warrant Certificates deposited with the Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co., a nominee of the Depository.
Ownership of beneficial interests in the Public Warrants shall be shown on, and
the transfer of such ownership shall be effected through, records maintained by
(i) the Depository or its nominee for each Book-Entry Warrant Certificate, or
(ii) institutions that have accounts with the Depository (such institution,
with respect to a Public Warrant in its account, a “Participant”). 


                    If
the Depository subsequently ceases to make its book-entry settlement system
available for the Public Warrants, the Company may instruct the Warrant Agent
regarding making other arrangements for book-entry settlement. In the event
that the Public Warrants are not eligible for, or it is no longer necessary to
have the Public Warrants available in, book-entry form, the Warrant Agent shall
provide written instructions to the Depository to deliver to the Warrant Agent
for cancellation each Book-Entry Warrant Certificate, and the Company shall
instruct the Warrant Agent to deliver to the Depository definitive certificates
representing the Warrants (“Definitive Warrant Certificates”). 


                              (b)
Beneficial Owner; Registered Holder. The term “beneficial owner” shall
mean, on or after the Detachment Date (as defined below), any person in whose
name ownership of a beneficial interest in the Public Warrants evidenced by a
Book-Entry Warrant Certificate is recorded in the records maintained by the
Depository or its nominee, and prior to the Detachment Date, the person in
whose name the Public Unit of which such Public Warrant or part thereof was
originally part of, as registered 


3






upon the
register relating to such Public Units. 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 (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. 


                    2.4
Detachability of Warrants. 


                              (a)
Public Units. The securities comprising the Public Units will not be
separately transferable until five Business Days (as defined below) (or as soon
as practicable thereafter) following the earlier to occur of (i) the expiration
or termination of the underwriters’ over-allotment option or (ii) its exercise
in full (the “Detachment Date”), subject in either case to the Company
having filed a Current Report on Form 8-K with the Securities and Exchange
Commission containing 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 the
separate trading of such securities will begin. For purposes of this Agreement,
“Business Day” shall mean any day on which the Depository is open for
trading. 


                              (b)
Sponsor Units and Co-Investment Units. The securities comprising the
Sponsor Units and the Co-Investment Units will be separately transferable at
any time, subject to the transfer restrictions on the Initial Sponsor Warrants
and the Co-Investment Warrants described below in Section 2.5. 


                    2.5
Private Warrants. The Private Warrants shall have the same terms and be
in the same form as the Public Warrants, except that: 


	
 

	
 


	
 

	
                              (i)
 the Initial Sponsor Warrants may not be exercised unless and until the last
 sales price of the Common Stock exceeds $13.75 per share, as such price may
 be adjusted pursuant to Section 4.3 (the “Floor Price”), for
 any 20 trading days within a 30 trading day period beginning 90 days after
 the consummation by the Company of a Business Combination (as defined below);
 


	
 

	
 


	
 

	
                              (ii)
 the Initial Sponsor Warrants and the Sponsor Warrants will be non-redeemable
 as long as they are held by the Sponsor or its Permitted Transferees, other
 than as part of a redemption of Sponsor Units if and to the extent the
 underwriters’ over-allotment option is not exercised in full; 


	
 

	
 


	
 

	
                              (iii)
 the Initial Sponsor Warrants and the Sponsor Warrants may be exercised at the
 option of the holder on a cash or cashless basis; 


	
 

	
 


	
 

	
                              (iv)
 the Initial Sponsor Warrants and the Co-Investment Warrants may not be (and
 the Common Stock issuable upon exercise of such 





4






	
 

	
 


	
 

	
Warrants may
 not be) transferred, assigned or sold, directly or indirectly, other than to
 a Permitted Transferee, until 180 days after the consummation by the Company
 of a Business Combination; and 


	
 

	
 


	
 

	
                              (v)
 the Sponsor Warrants may not be (and the Common Stock issuable upon exercise
 of such Warrants may not be) transferred, assigned or sold, directly or
 indirectly, other than to a Permitted Transferee, until after the
 consummation by the Company of a Business Combination. 





 “Business Combination” means the
Company’s initial business combination, through a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business
combination, with one or more domestic or international operating businesses or
assets meeting the conditions described in the Registration Statement and the
Company’s Amended and Restated Certificate of Incorporation at the time of the
consummation of the Initial Public Offering. 


“Permitted
Transferee” means (i) the Company, any of the Company’s officers, directors
and employees, any Affiliates or Family Members of such individuals, the
Sponsor, Trian Partners, any Affiliates of the Company, the Sponsor, or Trian
Partners and any officers, directors, members and employees of the Sponsor,
Trian Partners or such Affiliates, (ii) any charitable organization, (iii) any
individual pursuant to a qualified domestic relations order, (iv) if the
transferor is a corporation, partnership or limited liability company, any
stockholder, partner or member of the transferor, and (v) any individual or
entity by virtue of laws or agreements governing descent or distribution upon
the death or dissolution of the transferor; provided, that, any such
transferees agree in writing to become subject to the same transfer
restrictions as the transferor.  


The term “Affiliate”
has the meaning set forth in Rule 405 under the Securities Act (in effect on
the date hereof). 


“Family
Member” of a person means such person’s present spouse and/or domestic
partner, parents, lineal ascendants or descendants or any siblings of any of
the foregoing, any descendants of any sibling of such person, or any estate
planning vehicle formed primarily for the benefit of such person or any of the
foregoing persons. 


ARTICLE III 

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 Agreement, to purchase from the Company the number of
shares of Common Stock stated therein, at the price of $7.00 per whole share,
subject to the adjustments provided in Article IV hereof and in the last
sentence of this Section 3.1. The term “Warrant Price” as used in
this 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



5






(as defined
below) for a period of not less than 20 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 and the first anniversary of the date of
the final prospectus that forms a part of the Registration Statement, and
terminating at 5:00 p.m., New York time on the earlier to occur of (i) the
fifth anniversary of the date of the final prospectus that forms a part of the
Registration Statement and (ii) the date fixed for redemption of the Warrants
as provided in Article VI of this Agreement (“Expiration Date”); provided,
however, that, (i) the
Public Warrants shall not be exercisable and the Company shall not be obligated
to issue Common Stock in respect thereof unless, at the time a holder seeks to
exercise such Public Warrants, a prospectus relating to the Common Stock
issuable upon exercise of the Public Warrants is current and the issuance of
such 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 such Warrants
and (ii) in addition to the exercise conditions set forth in this Section
3.2, the Initial Sponsor Warrants may not be exercised unless and until the
last sales price of the Common Stock exceeds the Floor Price for any 20 trading
days within a 30 trading day period beginning 90 days after the consummation by
the Company of a Business Combination. Except with respect to the right to
receive the Redemption Price (as set forth in Article VI 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. The
Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that any
extension of the duration of the Warrants must apply equally to all of the
Warrants. Should the Company wish to extend the Expiration Date of the
Warrants, the Company shall provide advance notice to any stock exchange on
which the Warrants are listed in accordance with the requirements of such
exchange. 


                    3.3
Exercise of Warrants. 


                              (a)
Payment. Subject to the provisions of the Warrant and this Agreement, a
Warrant, when countersigned by the Warrant Agent, may be exercised by the
Registered Holder thereof by delivering, not later than 5:00 p.m., New York
time, on any Business Day during the Exercise Period (the “Exercise Date”)
to the Warrant Agent at the office of the Warrant Agent, or at the office of
its successor as Warrant Agent (i) the Definitive Warrant Certificate
evidencing the Warrants to be exercised, or in the case of a Book-Entry Warrant
Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on
the records of the Depositary to an account of the Warrant Agent at the Depositary
designated for such purpose in writing by the Warrant Agent to the Depository
from time to time, (ii) an election to purchase in the form attached hereto as
part of Exhibit A or Exhibit B, as applicable, the shares of
Common Stock underlying the Warrants to be exercised, properly completed and
executed, or in the case of a Book-Entry Warrant Certificate, properly
delivered by the Participant in accordance with the Depository’s procedures and
(iii) the Warrant Price for each full share of Common Stock 


6






as to which
the Warrants are exercised and any and all applicable taxes due in connection
with the exercise of the Warrants, the exchange of the Warrants for the Common
Stock, and the issuance of the Common Stock in full, in lawful money of the
United States, by cash, by bank wire transfer in immediately available funds or
by certified check or bank draft payable to the Company; provided, however,
that the holders of the Initial Sponsor Warrants and the Sponsor Warrants may
pay the Warrant Price by surrendering such Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Common Stock underlying the Warrant, multiplied by the
difference between the Fair Market Value and the Warrant Price by (y) the Fair
Market Value. The “Fair Market Value” means the average last sales price
of the Common Stock in the principal trading market for the Common Stock as
reported by any national securities exchange or quoted on the FINRA OTC Bulletin
Board (or successor exchange), as the case may be, for the 10 consecutive
trading days ending on the third trading day preceding the date the Initial
Sponsor Warrants or the Sponsor Warrants, as applicable, are exercised. 


	
 

	
 


	
 

	
                              (i)
 If any of (A) the Definitive Warrant Certificate or the Book-Entry Warrant
 Certificate, (B) the Election to Purchase or (C) the Warrant Price therefor,
 is received by the Warrant Agent after 5:00 p.m., New York time, on a
 specified day or if such day is not a Business Day, the Warrants will be
 deemed to be received and exercised on, and the applicable Exercise Date
 shall be the Business Day next succeeding such day. If the Warrants are
 received or deemed to be received after the Expiration Date, the exercise
 thereof will be null and void and any funds delivered to the Warrant Agent
 will be returned to the Registered Holder or the Participant, as the case may
 be, as soon as practicable. In no event will interest accrue on funds
 deposited with the Warrant Agent in respect of an exercise or attempted
 exercise of Warrants. The validity of any exercise of Warrants will be
 determined by the Company in its sole discretion and such determination will
 be final and binding upon the Registered Holder and the Warrant Agent.
 Neither the Company nor the Warrant Agent shall have any obligation to inform
 a Registered Holder of the invalidity of any exercise of Warrants. 


	
 

	
 


	
 

	
                              (ii)
 The Warrant Agent shall deposit all funds received by it in payment of the
 Warrant Price in the account of the Company maintained with the Warrant Agent
 for such purpose and shall advise the Company at the end of each Business Day
 on which funds for the exercise of the Warrants are received and of the
 amount so deposited to its account. The Warrant Agent shall promptly confirm
 such telephonic advice to the Company in writing. 


	
 

	
 


	
 

	
                              (iii)
 The Warrant Agent shall, by 11:00 a.m. New York time on the Business Day
 following the Exercise Date of any Warrant, advise the Company and the
 transfer agent and registrar in respect of (a) the shares of Common Stock
 (the “Shares”) issuable upon such exercise in accordance with the
 terms and conditions of this Agreement, (b) the instructions of each
 Registered Holder or Participant, as the case may be, with respect to
 delivery of the Shares issuable upon such exercise, and the delivery of
 Definitive Warrant Certificates, 





7






	
 

	
 


	
 

	
as
 appropriate, evidencing the balance, if any, of the Warrants remaining after
 such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation
 that shall be made to the records maintained by the Depository, its nominee
 for each Book-Entry Warrant Certificate, or a Participant, as appropriate,
 evidencing the balance, if any, of the Warrants remaining after such exercise
 and (d) such other information as the Company or such transfer agent and
 registrar shall reasonably require.


	
 

	
 


	
 

	
                              (iv)
 The Company shall, by 5:00 p.m., New York time, on the third Business Day
 next succeeding the Exercise Date of any Warrant and the clearance of the
 funds in payment of the Warrant Price, execute, issue and deliver to the
 Warrant Agent, the Shares to which such Registered Holder or Participant, as
 the case may be, is entitled, in fully registered form, registered in such
 name or names as may be directed by such Registered Holder or the
 Participant, as the case may be. Upon receipt of such Shares, the Warrant
 Agent shall, by 5:00 p.m., New York time, on the fifth Business Day next
 succeeding such Exercise Date, transmit such Shares to or upon the order of
 the Registered Holder or the Participant, as the case may be.


	
 

	
 


	
 

	
                              (v)
 In lieu of delivering physical certificates representing the Shares issuable
 upon exercise, provided the Company’s transfer agent is participating in the
 Depository Fast Automated Securities Transfer program, the Company shall use
 its reasonable efforts to cause its transfer agent to electronically transmit
 the Shares issuable upon exercise to the Registered Holder or the Participant
 by crediting the account of the Registered Holder’s prime broker with the
 Depository or of the Participant through its Deposit Withdrawal Agent
 Commission system. The time periods for delivery described in the immediately
 preceding paragraph shall apply to the electronic transmittals described
 herein.


	
 

	
 


	
 

	
                              (vi)
 The accrual of dividends, if any, on the Shares issued upon the valid
 exercise of any Warrant will be governed by the terms generally applicable to
 the Shares. Starting with the Exercise Date, the former holder of the
 Warrants exercised will be entitled to the benefits generally available to
 other holders of Shares and such former holder’s right to receive payments of
 dividends and any other amounts payable in respect of the Shares shall be
 governed by, and shall be subject to, the terms and provisions generally
 applicable to such Shares.


	
 

	
 


	
 

	
                              (vii)
 Subject to Section 4.7, Warrants may be exercised only in whole
 numbers of Shares. If fewer than all of the Warrants evidenced by a Warrant
 Certificate are exercised, a new Warrant Certificate for the number of
 unexercised Warrants remaining shall be executed by the Company and
 countersigned by the Warrant Agent as provided in Article II hereof,
 and delivered to the holder of this Warrant Certificate at the address
 specified on the books of the Warrant Agent or as otherwise specified by such
 Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry
 Warrant Certificate are





8






	
 

	
 


	
 

	
exercised, a
 notation shall be made to the records maintained by the Depository, its
 nominee for each Book-Entry Warrant Certificate, or a Participant, as
 appropriate, evidencing the balance of the Warrants remaining after such
 exercise.






                              (b)
Issuance of Certificates. Notwithstanding the foregoing, and subject to Section
7.4 of this Agreement, the Company shall not be obligated to deliver any
securities pursuant to the exercise of a Warrant unless (i) a registration
statement under the Securities Act with respect to the issuance of Common Stock
upon exercise of the Warrant is effective or (ii) in the opinion of counsel to
the Company, the issuance of the Common Stock upon the exercise of the Warrants
is exempt from the registration requirements of the Securities 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. As a
result of the provisions of this Section 3.3(b), any or all of the Warrants
may expire unexercised. In no event shall the Registered Holder of a Warrant be
entitled to receive any monetary damages if the issuance of the shares of
Common Stock underlying the Warrants has not been registered by the Company
pursuant to an effective registration statement or if a current prospectus is
not available for delivery by the Warrant Agent; provided, that the Company has
fulfilled its obligation to use its reasonable efforts to effect such
registration and ensure a current prospectus is available for delivery by the
Warrant Agent.  


                              (c)
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. 


                              (d)
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 Exercise Date in accordance with
Section 3.3(a), irrespective of the date of delivery of such certificate
to the holder, except that, if delivery of the items set forth in Section
3.3(a) occurs after 5:00 p.m., New York time, on any Business Day during
the Exercise Period, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding Business Day. 


                    3.4
No Cash Settlement. Notwithstanding anything to the contrary contained
in this Agreement, under no circumstances will the Company be required to net
cash settle the exercise of the Warrants. 


ARTICLE IV

ADJUSTMENTS


                    4.1
Stock Dividends; Split-Ups. If after the date hereof, and subject to the
provisions of Section 4.7, 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 


9






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 4.7, 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 Warrant Price. Whenever the number of shares of Common
Stock purchasable upon the exercise of the Warrants is adjusted, as provided in
Sections 4.1 and 4.2 above, each of the Warrant Price and the
Floor Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price and Floor Price, as the case may be, 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; provided, that, with respect to any
adjustment occurring prior to the consummation of the Initial Public Offering, the
Company may determine (with the consent of the Sponsor) not to adjust the
Warrant Price and the Floor Price. 


                    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 Registered 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 Registered 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 Sections 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. 


10






                    4.5
Extraordinary Dividends. If the Company, at any time during the Exercise
Period, shall pay a dividend or make a distribution in cash, securities or
other assets to the holders of Common Stock (or other shares of the Company’s
capital stock into which the Warrants are convertible), other than (i) as
described in Sections 4.1, 4.2 or 4.4, (ii) regular
quarterly or other periodic dividends, (iii) in connection with the conversion
rights of the holders of Common Stock upon consummation by the Company of a
Business Combination or (iv) in connection with the Company’s liquidation and
the distribution of its assets upon its failure to consummate a Business
Combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price and the Floor Price shall be decreased,
effective immediately after the effective date of such Extraordinary Dividend,
by the amount of cash and/or the fair market value (as determined by the
Company’s Board of Directors, in good faith) of any securities or other assets
paid on each share of Common Stock (or other shares of the Company’s capital
stock into which the Warrants are convertible) in respect of such Extraordinary
Dividend. 


                    4.6
Notices of Changes in Warrant. Upon every adjustment of the Warrant
Price, Floor 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 or Floor 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, 4.4 or 4.5, then, in any such
event, the Company shall give written notice to each Registered Holder, at the
last address set forth 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. 


                    4.7
No Fractional Shares. Notwithstanding any provision contained in this
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 Article
IV or by reason of any cashless exercise pursuant to Sections 3.3(a)
or 6.1, the Registered Holder 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 Registered Holder. 


                    4.8
Form of Warrant. The forms of Warrants need not be changed because of
any adjustment pursuant to this Article IV, 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. 


11






                    4.9
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
Registered 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 or Floor Price after giving effect to any adjustment pursuant to
this Article IV that would be required as a result of such action. Such
notice shall be given as promptly as practicable after the Company’s Board of
Directors 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. 


ARTICLE V 

TRANSFER AND EXCHANGE OF WARRANTS


                    5.1
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants
may be transferred or exchanged only as part of the Public Units in which such
Warrants are included, and only for the purpose of effecting, or in conjunction
with, a transfer or exchange of such Public Unit. For the avoidance of doubt,
each transfer of a Public Unit on the register relating to such Public Units
shall operate also to transfer the Warrants included in such Public Unit. 


                    5.2
Registration of Transfer. Subject to Section 5.3 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
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. 


                    5.3
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 


12






new Warrants
as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however,
that except as otherwise provided herein or in any Book-Entry Warrant
Certificate, each Book-Entry Warrant Certificate may be transferred only in
whole and only to the Depository, to another nominee of the Depository, to a
successor depository, or to a nominee of a successor depository; provided
further, 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. Upon any such registration of transfer, the Company shall
execute, and the Warrant Agent shall countersign and deliver, in the name of
the designated transferee a new Warrant certificate or Warrant certificates of
any authorized denomination evidencing in the aggregate a like number of
unexercised Warrants. 


                    5.4
Fractional Warrants. The Warrant Agent shall not be required to effect
any registration of transfer or exchange that will result in the issuance of a
Warrant certificate for a fraction of a Warrant. 


                    5.5
Service Charges. No service charge shall be made for any exchange or
registration of transfer of Warrants. 



                    5.6
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 Article V, and the Company, whenever required by the Warrant Agent, shall
supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.  


ARTICLE VI

REDEMPTION


                    6.1
Redemption. Subject to Section 6.4 hereof, not less than all of
the outstanding Warrants (other than any Initial Sponsor Warrants or Sponsor
Warrants that are held by the Sponsor or any Permitted Transferees) 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 $0.01 per
Warrant (the “Redemption Price”); provided, however, that
the last sales price of the Common Stock has been equal to or greater than the
Floor Price on each of 20 trading days within any 30 trading day period ending
three Business Days prior to the date on which notice of redemption is given;
and provided,further
that with respect to the Public Warrants and the Co-Investment Warrants,
such Warrants (and the Common Stock issuable upon the exercise of such
Warrants) are covered by an effective registration statement from the date of
notice of redemption through the date fixed for redemption. If the foregoing
conditions are satisfied, and such Warrants are called for redemption, each
Registered Holder will be entitled to exercise their Warrants prior to the date
scheduled for redemption. In the event the Company calls any such Warrants for
redemption pursuant to this Section 6.1, the Company shall have the
option to require all (but not 


13






part) of the
holders of those Warrants who elect to exercise their Warrants prior to the
date scheduled for redemption to exercise the Warrants on a cashless basis. If
the Company requires the Registered Holders of such Warrants to exercise on a
cashless basis, each holder of such Warrants shall pay the Warrant Price by
surrendering such Warrants for that number of shares of Common Stock equal to
the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Warrants, multiplied by the difference between the
Redemption Fair Market Value and the Warrant Price of the Warrants by (y) the
Redemption Fair Market Value. The “Redemption Fair Market Value” shall
mean the average reported last sales price of the Common Stock in the principal
trading market for the Common Stock as reported by any national securities
exchange or quoted on the FINRA OTC Bulletin Board (or successor exchange), as
the case may be, for the 10 consecutive trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the
Registered Holders of such Warrants. 



                    6.2
Date Fixed for, and Notice of, Redemption. In the event the Company
shall elect to redeem all of the outstanding Warrants (other than any Initial
Sponsor Warrants or Sponsor Warrants that are held by the Sponsor or any
Permitted Transferees) 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 in the Warrant
Register. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given on the date sent 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, if required by the Company, on a cashless basis, in
accordance with Section 6.1 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 Registered Holder of the 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 Article VI 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
are met, including the opportunity of the Redeemable Warrant holders to
exercise prior to redemption pursuant to Section 6.3. 


14






ARTICLE VII 

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 for 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 Securities Act of, and it shall take such action
as may be necessary to qualify for sale, in those states in which the Public
Warrants and the Co-Investment Warrants were initially offered by the Company,
the issuance of the Common Stock issuable upon exercise of the Public Warrants
or the Co-Investment Warrants. In either case, the Company shall use its
reasonable 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 such Warrants in accordance with
the provisions of this Agreement. 


ARTICLE VIII 

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 the Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or of such shares of the Common Stock. 


15






                    8.2
Resignation, Consolidation, or Merger of Warrant Agent. 


                              (a)
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 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 any Registered Holder (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. 


                              (b)
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. 


                              (c)
Merger or Consolidation of Warrant Agent. Any corporation or other entity
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. 


                              (a)
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 written demand for all reasonable expenditures
that the Warrant Agent may reasonably incur in the execution of its duties
hereunder. 


16






                              (b)
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. 


                              (a)
Reliance on Company Statement. Whenever in the performance of its duties
under this 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 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 Chairman of
the Board of Directors, Vice Chairman, President, Chief Financial Officer,
Treasurer, Chief Legal Officer, Secretary or Assistant Secretary 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. 


                              (b)
Indemnity. 


	
 

	
 


	
 

	
                              (i)
 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. 


	
 

	
 


	
 

	
                              (ii)
 In case any action arising out of this Agreement is brought against the Warrant
 Agent, the Company will be entitled to participate therein and, to the extent
 that it may wish, to assume the defense thereof, and after notice from the
 Company to the Warrant Agent of its election so to assume the defense, the
 Company will not be liable to the Warrant Agent under this Section 8.4(b)
 for any legal or other expenses subsequently incurred by the Warrant Agent in
 connection with the defense thereof. The Warrant Agent shall not, without the
 prior written consent of the Company, effect any settlement of any pending or
 threatened action hereunder. 





                              (c)
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 Article IV 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 


17






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. 


                    8.6
Waiver. The Warrant Agent hereby waives any and all right or set-off of
any and all title, interest or claim of any kind (“Claim”) in or to any
distribution of the Trust Account (as defined in that certain Investment
Management Trust Agreement to be entered into by and between the Company and
Wilmington Trust Company as trustee thereunder), and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the
funds in the Trust Account for any reason whatsoever including, without
limitation, pursuant to Section 8.4(b) hereunder, and to pursue any such
Claims solely against the Company. 


ARTICLE IX 

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 Agreement to
be given or made by the Warrant Agent or by any Registered Holder 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 within five
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:



Trian Acquisition I Corp.

280 Park Avenue

41st Floor

New York, New York 10017

Attn: Chief Legal Officer


                    Any
notice, statement or demand authorized by this Agreement to be given or made by
any Registered Holder 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 within 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: 


18






American Stock Transfer & Trust Company

59 Maiden Lane

New York, New York 10038

Attn: George Karfunkel


                    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
and the Warrant Agent hereby agree 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 and the
Warrant Agent hereby waive any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Any such process or summons
to be served upon the Company or the Warrant Agent 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; provided,
that, such service shall not preclude any other manner of service
permitted by law. 


                    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, any right, remedy or claim under or by reason of this Agreement or of
any covenant, condition, stipulation, promise or agreement hereof. All
covenants, conditions, stipulations, promises and agreements contained in this
Agreement shall be for the sole and exclusive benefit of the parties hereto and
their successors and assigns and of the Registered Holders of the Warrants. 


                    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 Agreement and shall not affect the interpretation
thereof. 


19






                    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 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. 


                    9.10
Entire Agreement. This Agreement constitutes the entire understanding of
the parties and supersedes all prior agreements (including the Amended Warrant
Agreement), understandings, arrangements, promises and commitments, whether
written or oral, express or implied, relating to the subject matter hereof, and
all such prior agreements, understandings, arrangements, promises and
commitments are hereby canceled and terminated. 


[Remainder of Page Intentionally Left Blank]


20






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


	
 

	
 

	
 


	
 

	
TRIAN ACQUISITION I CORP.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Edward P. Garden


	
 

	
 

	



	
 

	
 

	
Name: Edward P. Garden


	
 

	
 

	
Title: President and Chief Executive Officer


	
 

	
 

	
 


	
 

	
AMERICAN STOCK TRANSFER & TRUST COMPANY


	
 

	
 

	
 


	
 

	
By:

	
/s/ Herb Lemmer


	
 

	
 

	



	
 

	
 

	
Name: Herb Lemmer


	
 

	
 

	
Title: Vice President


	
 

	
 

	
 





The undersigned, being the
holder of 21,562,500 Warrants, hereby consents to the execution and delivery of
this Agreement:


	
 

	
 

	
 


	
TRIAN ACQUISITION I, LLC

	
 


	
 

	
 

	
 


	
By:

	
/s/ Edward P. Garden

	
 


	
 

	


	
 


	
 

	
Name: Edward P. Garden

	
 


	
 

	
Title: Member

	
 





21






EXHIBIT A


Form of Public Warrant


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


TRIAN ACQUISITION I CORP.


CUSIP _______________ 


WARRANT


THIS CERTIFIES
THAT, for value received 


is the
registered holder of such number of Warrants set forth above (the “Warrants”),
each such Warrant expiring on the fifth anniversary of the date of the final
prospectus that forms a part of the Registration Statement (unless earlier
redeemed in accordance with the terms hereof) and entitling the holder thereof
to purchase one fully paid and non-assessable share of Common Stock, par value
$0.0001 per share (“Common Stock”), of Trian Acquisition I Corp., a
Delaware corporation (the “Company”). The Warrant entitles the holder
thereof to purchase from the Company, commencing on the later of (i) the consummation
by the Company of a Business Combination or (ii) the first anniversary of the
date of the final prospectus that forms a part of the Registration Statement,
such number of shares of Common Stock of the Company at the price of $7.00 per
share (as such price may be adjusted), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of the
Warrant Agent, American Stock Transfer & Trust Company (such payment to be
made to the Warrant Agent in lawful money of the United States, by cash, by
bank wire transfer in immediately available funds, or by certified check or
bank draft payable to the Company or on a cashless basis at the option of the
Company as described below), but only subject to the conditions set forth herein
and in the Warrant Agreement. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price, the Floor Price and the number
of shares of Common Stock purchasable upon the exercise of each Warrant 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 of
Common Stock may be purchased at the time the Warrant is exercised. 


                    Notwithstanding
the foregoing, and subject to Section 7.4 of the Warrant Agreement, no
Warrant may be exercised unless (i) a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), with respect
to the issuance of Common Stock upon exercise of the Warrant is effective or
(ii) in the opinion of counsel 


A–1






to the
Company, the issuance of the Common Stock upon the exercise of the Warrants is
exempt from the registration requirements of the Securities Act. 


                    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 of Common Stock, the Company shall, upon exercise, round up
to the nearest whole number the number of shares of Common Stock to be issued
to the warrant holder. 


                    Upon
any exercise of the Warrant for less than the total number of full shares of
Common Stock provided for herein, there shall be issued to the Registered
Holder hereof or his assignee a new Warrant Certificate covering the number of
shares of Common Stock 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 Public Warrants, at the option of the Company, at any
time after such 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 $0.01 per Warrant (the “Redemption
Price”); provided, however, that the last sales price of the
Common Stock has been equal to or greater than the Floor Price on each of 20
trading days within any 30 trading day period ending three Business Days prior
to the date on which notice of redemption is given; and provided, further
that with respect to the Public Warrants and the Co-Investment Warrants
such Warrants (and the Common Stock issuable upon the exercise of such
Warrants) are 


A–2






covered by an
effective registration statement from the date of notice of redemption through
the date fixed for redemption. If the foregoing conditions are satisfied, and
the Warrants are called for redemption, each Registered Holder will be entitled
to exercise their Warrants prior to the date scheduled for redemption. In the
event the Company calls the Warrants for redemption pursuant to Section 6.1
of the Warrant Agreement, the Company shall have the option to require all (but
not part) of the holders of those Warrants who elect to exercise their Warrants
prior to the date scheduled for redemption to exercise the Warrants on a
cashless basis. If the Company requires holders of the Warrants to exercise the
Warrants on a cashless basis, the holder of such Warrants shall pay the Warrant
Price by surrendering such Warrants for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of
shares of Common Stock underlying the Warrants, multiplied by the difference
between the Redemption Fair Market Value and the Warrant Price of the Warrants
by (y) the Redemption Fair Market Value. 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. 


                    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 Second Amended and Restated Warrant Agreement dated
as of January 23, 2008, 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 Warrant Agent’s principal place of business without charge. Capitalized
terms used herein but not defined shall have the meaning set forth in the
Warrant Agreement. 


	
 

	
 

	
 


	
 

	
TRIAN ACQUISITION I CORP.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
AMERICAN STOCK TRANSFER & TRUST COMPANY


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





A–3






ELECTION TO PURCHASE


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)


	
 


	
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. 






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 securities may not
be sold, offered for sale, pledged or hypothecated in the absence of an
effective registration statement as to the securities under the Securities Act
or an opinion of counsel satisfactory to the Company that such registration
statement is not required. 


                    The
securities represented by this Warrant Certificate
(including the securities issuable upon the exercise of the Warrant) are
subject to the terms and conditions, including certain restrictions on
transfer, set forth in the Second Amended and Restated Warrant Agreement dated
as of January 23, 2008, 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 Warrant Agent’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


TRIAN ACQUISITION I CORP.


CUSIP _______________ 


[INITIAL SPONSOR] [SPONSOR] [CO-INVESTMENT]
WARRANTS


THIS CERTIFIES
THAT, for value received 


is the
registered holder of such number of Warrants set forth above (the “Warrants”),
each such Warrant expiring on the fifth anniversary of the date of the final
prospectus that forms a part of the Registration Statement (unless earlier
redeemed in accordance with the terms hereof) and entitling the holder thereof
to purchase one fully paid and non-assessable share of Common Stock, par value
$0.0001 per share (“Common Stock”), of Trian Acquisition I Corp., a
Delaware corporation (the “Company”). The Warrant entitles the holder
thereof to purchase from the Company, commencing on the later of (i) the
consummation by the Company of a Business Combination or (ii) the first
anniversary of the date of the final prospectus that forms a part of the
Registration Statement, such number of shares of Common Stock of the Company at
the price of $7.00 per share (as such price may be adjusted), upon surrender of
this Warrant Certificate and payment of the Warrant Price at the office or
agency of the Warrant Agent, American Stock Transfer & Trust Company (such
payment to be made to the Warrant Agent in lawful money of the United States,
by cash, by bank wire transfer in


B–1






immediately
available funds, or by certified check or bank draft payable to the Company or,
with respect to the Initial Sponsor Warrants and the Sponsor Warrants, on a
cashless basis as described in Section 3.3(a) of the Warrant Agreement and
below), but only subject to the conditions set forth herein and in the Warrant
Agreement; provided, that the Initial Sponsor Warrants may not be exercised
unless and until the last sales price of the Common Stock exceeds the Floor
Price for any 20 trading days within a 30 day trading period beginning 90 days
after a Business Combination. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price, the Floor Price and the number
of shares of Common Stock purchasable upon the exercise of each Warrant, 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 of
Common Stock may be purchased at the time the Warrant is exercised.  


                    No
fraction of a share of Common Stock 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 of Common Stock, 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 of Common
Stock provided for herein, there shall be issued to the Registered Holder
hereof or his assignee a new Warrant Certificate covering the number of shares
of Common Stock 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 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 Co-Investment Warrants and any other Private


B–2






Warrants that
are not held by the Sponsor or any Permitted Transferees, 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 $0.01 per Warrant (the
“Redemption Price”); provided, however, that the last sales price of the Common
Stock has been equal to or greater than the Floor Price, on each of 20 trading
days within any 30 trading day period ending three Business Days prior to the
date on which notice of redemption is given; and provided further that with
respect to the Co-Investment Warrants such Warrants (and the Common Stock
issuable upon exercise of such Warrants) are covered by an effective
registration statement from the date of notice of redemption through the date
fixed for redemption. If the foregoing conditions are satisfied, and the
Warrants are called for redemption, each Registered Holder will be entitled to
exercise their Warrants prior to the date scheduled for redemption. In the
event the Company calls the Warrants for redemption pursuant to Section 6.1 of
the Warrant Agreement, the Company shall have the option to require all (but
not part) of the holders of those Warrants who elect to exercise their Warrants
prior to the date scheduled for redemption to exercise the Warrants on a
cashless basis. If the Company requires holders of the Warrants to exercise the
Warrants on a cashless basis, the holder of such Warrants shall pay the Warrant
Price by surrendering such Warrants for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of
shares of Common Stock underlying the Warrants, multiplied by the difference
between the Redemption Fair Market Value and the Warrant Price of the Warrants
by (y) the Redemption Fair Market Value. 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. 


	
 

	
 

	
 


	
 

	
TRIAN ACQUISITION I CORP.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
AMERICAN STOCK TRANSFER & TRUST COMPANY


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





B–3






ELECTION TO PURCHASE


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 sell, assign, and transfer
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.