EX-4.4






Exhibit 4.4




WARRANT AGREEMENT




     Agreement
made as of __________, 2008 between Gabelli Entertainment & Telecommunications
Acquisition Corp., a Delaware corporation, with offices at 140 Greenwich Avenue, Greenwich,
Connecticut 06830 (“Company”), and American Stock Transfer & Trust Company, a New York
corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).



     WHEREAS, the Company has sold units (“Units”), each consisting of one share of common stock,
par value $0.0001 per share (“Common Stock”), of the Company and one warrant, each warrant to
purchase one share of Common Stock for $7.50, subject to adjustment as described herein, to its
initial stockholders (each a “Founder” and collectively, the “Founders”) and has issued and
delivered an aggregate of 3,593,750 warrants (the “Founders’ Warrants”) to be included in the Units
issued to the Founders; and



     WHEREAS, the Company has received a binding commitment from Gabelli Acquisition, LLC (the
“Insider”) to purchase an aggregate of 3,750,000 warrants to purchase one share of Common Stock for
$7.50, subject to adjustment as described herein (“Private Placement Warrants”); and



     WHEREAS, the Company is engaged in a public offering (“Public Offering”) of Units and, in
connection therewith, has determined to issue and deliver up to
14,375,000 warrants (“Public
Warrants” and, together with the Founders’ Warrants and Private Placement Warrants, the “Warrants”)
to the public investors, each of such Warrants evidencing the right of the holder thereof to
purchase one share of Common Stock for $7.50, subject to adjustment as described herein; and



     WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration
Statement on Form S-1, No. 333-152758 (“Registration Statement”), for the registration, under the
Securities Act of 1933, as amended (“Act”) of, among other securities, the Warrants and the Common
Stock issuable upon exercise of the Warrants; and



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



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



 









 




of the Company, the Warrant Agent, and the holders of the Warrants; and




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



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


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



2. Warrants.




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



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



     2.3. Registration.



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




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




     2.4. Detachability of Warrants. The securities comprising the Units will not be
separately transferable until five business days following the earlier to occur of the expiration
of the underwriters’ over-allotment option in the Public Offering, the exercise of such option in
full or the announcement by Ladenburg Thalmann & Co. Inc. (“Ladenburg”) of its intention not to
exercise all or any portion of such option, but in no event will separate trading of the securities
comprising the Units commence until the Company files a Current Report on Form 8-K which includes
an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public
Offering including the proceeds received by the Company from the exercise of the over-allotment
option, if the over-allotment option is exercised prior to the filing of the Form 8-K.



     2.5 Warrant Attributes.



          2.5.1 Founders’ Warrants. The Founders’ Warrants will be issued in the same form as
the Public Warrants but they (i) will not be transferable or salable (subject to certain limited
exceptions) until one year after the Company completes a merger, capital stock exchange, asset
acquisition or other similar business combination as more fully described in the Company’s
Registration Statement (“Business Combination”), (ii) will be exercisable on a cashless basis and
may not be called for redemption pursuant to Section 6 hereof, in each case so long as they are
held by the Founders or their permitted transferees,  (iii) may be exercised for unregistered
shares if a registration statement relating to the common stock issuable upon exercise of the
warrants is not effective and current and (iv) will not become exercisable, or transferable to anyone other than one of our founders or their affiliates, until after the consummation of our initial business combination if and when the last sales price of our common stock exceeds $13.25 per share for any 20 trading days within any 30-trading day period.




          2.5.2 Private Placement Warrants. The Private Placement Warrants will be issued in
the same form as the Public Warrants but they (i) will not be transferable, assignable or salable
(subject to certain limited exceptions) until the Company completes a Business Combination, (ii)
will be exercisable on a cashless basis and may not be called for redemption pursuant to Section 6
hereof, in each case so long as they are held by the Founders or their permitted transferees and
(iii) may be exercised for



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unregistered shares if a registration statement relating to the common stock issuable upon exercise
of the warrants is not effective and current.




3. Terms and Exercise of Warrants




     3.1. Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the registered holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $7.50 per whole share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this
Warrant Agreement refers to the price per share at which Common Stock may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time
prior to the Expiration Date for a period of not less than 10 business days; provided, however,
that any such reduction shall be identical in percentage terms among all of the Warrants.



     3.2. Duration of Warrants. A Warrant may be exercised only during the period
(“Exercise Period”) commencing on the later of consummation by the Company of a Business
Combination and _________, 2009
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i)
_________, 2012 or (ii) the date fixed for redemption of the
Warrants as provided in Section 6 of this Agreement (“Expiration Date”). Except with respect to
the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at the close of business on the
Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, however, that the Company will provide notice to registered
holders of the Warrants of such extension of not less than 20 days.



     3.3. Exercise of Warrants.



          3.3.1. Payment. Subject to the provisions of the Warrant and this Warrant Agreement,
a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription
form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each
full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, as follows:




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     (a) in cash, good certified check or good bank draft payable to the order of the Company (or
as otherwise agreed to by the Company);



     (b) in the event of redemption pursuant to Section 6 hereof in which the Company’s management
has elected to force all holders of Warrants to exercise such Warrants on a “cashless basis,” by
surrendering the 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 Warrant Price and the “Fair Market Value” (defined below)
by (y) the Fair Market Value. Solely for purposes of this Section 3.3.1, the “Fair Market Value”
shall mean the average reported last sale price of the Common Stock for the 10 trading days ending
on the third trading day prior to the date on which the notice of redemption is sent to holders of
Warrant pursuant to Section 6 hereof; or



     (c) with respect to any Founders’ Warrants or Private Placement Warrants, in the event of
redemption pursuant to Section 6 hereof in which the Company’s management has not elected to force
all holders of Warrants to exercise such Warrants on a “cashless basis” or at any time other than
in connection with a redemption pursuant to Section 6 hereof, in any case so long as such warrants
are held by the Founders, Insider or their permitted transferees, 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 exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value.
Solely for purposes of this Section 3.3.1, the “Fair Market Value” shall mean the average reported
last sale price of the Common Stock for the five trading days ending on the trading day preceding
the date the Founders’ Warrants or Private Placement Warrants are exercised.



          3.3.2. Issuance of Certificates. As soon as practicable after the exercise of any
Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to
the registered holder of such Warrant a certificate or certificates for the number of full shares
of Common Stock to which he is entitled, registered in such name or names as may be directed by
him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned
Warrant for the number of shares as to which such Warrant shall not have been exercised. Subject
to Section 7.4 and notwithstanding the foregoing, the Company shall not be obligated to deliver any
securities pursuant to the exercise of a Public Warrant and shall have no obligation to settle such
Public Warrant exercise unless a registration statement under the Act



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with respect to the Common Stock is effective, or in the opinion of counsel to the Company, the
exercise of the Warrants is exempt from the registration requirements of the Act and such
securities are qualified for sale or exempt from qualification under applicable securities laws of
the states or other jurisdictions in which the registered holders reside. In the event that a
registration statement with respect to the Common Stock underlying a Public Warrant is not
effective under the Act, the holder of such Public Warrant shall not be entitled to exercise such
Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the
Company be required to net cash settle the warrant exercise. Public Warrants may not be exercised
by, or securities issued to, any registered holder in any state in which such exercise would be
unlawful. The shares of common stock issuable upon exercise of the Founders’ Warrants and Private
Placement Warrants shall be unregistered shares. In the event that a registration statement is not
effective for the Common Stock underlying the Public Warrants, the purchaser of a unit containing
such Public Warrant, will have paid the full purchase price for the unit solely for the shares of
Common Stock included in such unit.




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




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



4. Adjustments.




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



     4.2. Aggregation of Shares. If after the date hereof, and subject to the provisions
of Section 4.6,



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the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on
the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be
decreased in proportion to such decrease in outstanding shares of Common Stock.




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



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



     4.5. Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant



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




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



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



     4.8 Notice of Certain Transactions. In the event that the Company shall propose to (a)
offer the holders of its Common Stock rights to subscribe for or to purchase any securities
convertible into shares of Common Stock or shares of stock of any class or any other securities,
rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock
to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange
offer with respect to the Common Stock, the Company shall send to the Warrant holders a notice of
such proposed action or offer. Such notice shall be mailed to the registered holders at their
addresses as they appear in the Warrant Register, which shall specify the record date for the
purposes of such dividend, distribution or rights, or the date such issuance or event is to take
place and the date of participation therein by the holders of Common Stock, if any such date is to
be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the
number and kind of any other shares of stock and on other property, if any,
and the number of



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shares of Common Stock and other property, if any, issuable upon exercise of
each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Article 4
which would be required as a result of such action. Such notice shall be given as promptly as
practicable after the Board has determined to take any such action and (x) in the case of any
action covered by clause (a) or (b) above at least 10 days prior to the record date for determining
the holders of the Common Stock for purposes of such action or (y) in the case of any other such
action at least 20 days prior to the date of the taking of such proposed action or the date of
participation therein by the holders of Common Stock, whichever shall be the earlier.




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


5. Transfer and Exchange of Warrants.




     5.1. Registration of Transfer. 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.



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



     5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of



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transfer or exchange which will result in the issuance of a warrant certificate for a fraction of a
warrant.




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



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


6. Redemption.




     6.1. Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding
Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and
so long as an effective registration statement covering the shares of common stock issuable upon
exercise of the Warrants is current and available throughout the “30-day redemption period”
(defined below) and prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption Price”), provided that
the last sales price of the Common Stock has been at least $13.25 per share (subject to adjustment
in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30)
trading day period ending on the third business day prior to the date on which notice of redemption
is given. 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. The provisions of this Section 6.1 may not be
modified, amended or deleted without the prior written consent of Ladenburg.



     6.2. Date Fixed for, and Notice of, Redemption. In the event the Company shall elect
to redeem all of the 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 (the “30-day redemption period”) to the registered
holders of the Warrants to be redeemed at their last addresses as they shall appear on the
registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the registered holder received such notice.



     6.3. Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or
on a



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“cashless basis” in accordance with Section 3.3.1 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. In the event the Company determines to require all holders of
Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice
of redemption will contain the information necessary to calculate the number of shares of Common
Stock to be received upon exercise of the Warrants, including the “Fair Market Value” in such case.
On and after the redemption date, the record holder of the Warrants shall have no further rights
except to receive, upon surrender of the Warrants, the Redemption Price.




     6.4 Exclusion of Certain Warrants. The Company understands that the redemption rights
provided for by this Section 6 apply only to outstanding Warrants. To the extent a person holds
rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However,
once such purchase rights are exercised, the Company may redeem the Warrants issued upon such
exercise provided that the criteria for redemption is met. Additionally, any of the Initial
Warrants and Private Placement Warrants shall not be redeemable by the Company as long as such
Initial Warrants and Private Placement Warrants continue to be held by the Founders, Insiders or
their permitted transferees. However, once such individuals or their permitted transferee otherwise
transfer such Initial Warrants and Private Placement Warrants, such Initial Warrants and Private
Placement Warrants shall then be redeemable by the Company pursuant to Section 6 hereof. The
provisions of this Section 6.4 may not be modified, amended or deleted without the prior written
consent of Ladenburg.


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




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



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



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     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. The Company agrees that prior to the commencement
of the Exercise Period, it shall use its best efforts to file with the Securities and Exchange
Commission a post-effective amendment to the Registration Statement, or a new registration
statement, for the registration, under the Act, of, and it shall use its best efforts to take such
action as is necessary to qualify for sale, in those states in which the Warrants were initially
offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case,
the Company will use its best efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement until the expiration of the Warrants in accordance
with the provisions of this Agreement. The Public Warrants shall not be exercisable and the
Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise
the Public Warrants, a prospectus relating to Common Stock issuable upon exercise of the Public
Warrants is current and the Common Stock has been registered or qualified or deemed to be exempt
under the securities laws of the state of residence of the holder of the Public Warrants. The
provisions of this Section 7.4 may not be modified, amended or deleted without the prior written
consent of Citigroup Global Markets Inc.




8. Concerning the Warrant Agent and Other Matters.




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



     8.2. Resignation, Consolidation, or Merger of Warrant Agent.



          8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the



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Company), then the holder of any Warrant may apply to the Supreme
Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company
or by such court, shall be a corporation organized and existing under the laws of the State of New
York, in good standing and having its principal office in the Borough of Manhattan, City and State
of New York, and authorized under such laws to exercise corporate trust powers and subject to
supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent
hereunder, without any further act or deed; but if for any reason it becomes necessary or
appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.




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




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




     8.3. Fees and Expenses of Warrant Agent.



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




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




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performing of the provisions of this Agreement.




     8.4. Liability of Warrant Agent.



          8.4.1. Reliance on Company Statement. Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a statement signed by the President or
Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may
rely upon such statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.




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




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




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



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9. Miscellaneous Provisions.




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



     9.2. Notices. Any notice, statement or demand authorized by this Warrant Agreement to
be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service 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:


Gabelli Entertainment & Telecommunications Acquisition Corp.

140 Greenwich Avenue

Greenwich, Connecticut 06830

Attn: Mario J. Gabelli, Chairman



Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
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:



American Stock Transfer & Trust Company

59 Maiden Lane

New York, New York 10038

Attn: Compliance Department



with a copy in each case to:



Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: David Alan Miller, Esq.



and:



Citigroup
Global Markets Inc.

388 Greenwich St.

New York, New York 10013

Attn: David Spivak



and:





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Greenberg Traurig, LLP

Met Life Building

200 Park Avenue

New York, New York 10166

Attn: Alan I. Annex, Esq.




     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 conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenience forum. Any such process or summons to be served upon
the Company may be served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof.
Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim.



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



     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 original or
facsimile



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counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.




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



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



     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.



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



	 	 	 	 	 
	 	GABELLI ENTERTAINMENT & TELECOMMUNICATIONS
 ACQUISITION CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN STOCK TRANSFER
& TRUST COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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