**Exhibit 10.1****REGISTRATION RIGHTS AGREEMENT**     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12day of December 2007, by and among Liberty Acquisition Holdings Corp., a Delaware corporation (the“Company”), and the undersigned parties listed under Investor on the signature page hereto(each, an “Investor” and collectively, the “Investors”).     WHEREAS, the Investors currently hold all of the issued and outstanding securities of theCompany; and     WHEREAS, the Investors and the Company desire to enter into this Agreement to provide theInvestors with certain rights relating to the registration of shares of Common Stock held by them.     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, andfor other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     1. DEFINITIONS. The following capitalized terms used herein have the followingmeanings:     “Agreement” means this Agreement, as amended, restated, supplemented, or otherwisemodified from time to time.     “Co-Investment Common Stock” means the 6,000,000 shares of Common Stock to be issuedas part of the Co-Investment Units to certain Investors.     “Co-Investment Units” means the 6,000,000 units of the Company to be issued tocertain Investors pursuant to the Amended and Restated Sponsors’ Warrants and Co-Investment UnitsSubscription Agreement, dated as of December 6, 2007, between the Company and such Investorsimmediately prior to the consummation by the Company of a merger, stock exchange, assetacquisition, reorganization or similar business combination with an operating business.     “Co-Investment Warrants” means the 3,000,000 warrants of the Company to purchaseshares of Common Stock to be issued as part of the Co-Investment Units to certain Investors(including the underlying shares of Common Stock).     “Commission” means the United States Securities and Exchange Commission, or any otherfederal agency then administering the Securities Act or the Exchange Act.     “Common Stock” means the common stock, par value $0.0001 per share, of the Company.     “Company” is defined in the preamble to this Agreement.     “Demand Registration” is defined in Section 2.1.1.     “Demanding Holder” is defined in Section 2.1.1.
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     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rulesand regulations of the Commission promulgated thereunder, all as the same shall be in effect atthe time.     “Form S-3” is defined in Section 2.3.     “Founders’ Common Stock” means the 25,875,500 shares of Common Stock issued as partof the Founders’ Units to the Investors (or such lesser number of shares that the Investors mayhold if the Underwriters’ over-allotment option is not exercised in full by the Underwriters).     “Founders’ Units” means the 25,875,000 units of the Company issued to the Investorspursuant to the Founders’ Units Subscription Agreements, each dated as of August 9, 2007, betweenthe Company and each of the Investors (or such lesser number of units that the Investors may holdif the Underwriters’ over-allotment option is not exercised in full by the Underwriters).     “Founders’ Warrants” means the 12,937,500 warrants of the Company to purchase sharesof Common Stock issued as part of the Founders’ Units to the Investors (including the underlyingshares of Common Stock) (or such lesser number of warrants that the Investors may hold if theUnderwriters’ over-allotment option is not exercised in full by the Underwriters).     “Indemnified Party” is defined in Section 4.3.     “Indemnifying Party” is defined in Section 4.3.     “Investor” is defined in the preamble to thisAgreement.     “Investor Indemnified Party” is definedin Section 4.1.     “Maximum Threshold” is defined inSection 2.1.4.     “Notices” is defined in Section6.3.     “Piggy-Back Registration” is defined inSection 2.2.1.     “Pro Rata” is defined in Section2.1.4.     “Register,” “Registered” and “Registration” mean a registrationeffected by preparing and filing a Registration Statement or similar document in compliance withthe requirements of the Securities Act, and the applicable rules and regulations promulgatedthereunder, and such Registration Statement becoming effective.     “Registrable Securities” mean, collectively, the Registrable Units, RegistrableShares and Registrable Warrants. As to any particular Registrable Securities, such securitiesshall cease to be Registrable Securities when: (a) a Registration Statement with respect to thesale of such securities shall have become effective under the Securities Act and such securitiesshall have been sold, transferred, disposed of or exchanged
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in accordance with such RegistrationStatement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing alegend restricting further transfer shall have been delivered by the Company and subsequent publicdistribution of them shall not require registration under the Securities Act; (c) such securitiesshall have ceased to be outstanding, or (d) the Commission makes a definitive determination to theCompany that the Registrable Securities are salable under Rule 144(k).     “Registrable Shares” mean (i) the Founders’ Shares underlying the Founders’ Units and(ii) the Co-Investment Shares underlying the Co-Investment Units. Registrable Shares include anyshares of capital stock or other securities of the Company issued as a dividend or otherdistribution with respect to or in exchange for or in replacement of such shares of Common Stock.     “Registrable Units” mean all of the Founders’ Units owned or held by Investors, eachconsisting of (i) one share of Common Stock and (ii) one-half (1/2) of one warrant to purchase oneshare of Common Stock.     “Registrable Warrants” mean (i) the Founders’ Warrants underlying the Founders’ Units,including the underlying shares of Common Stock underlying the Founders’ Warrants, (ii) theSponsors’ Warrants, including the underlying shares of Common Stock underlying the Sponsors’Warrants and (iii) the Co-Investment Warrants underlying the Co-Investment Units, including theunderlying shares of Common Stock underlying the Co-Investment Warrants.     “Registration Statement” means a registration statement filed by the Company with theCommission in compliance with the Securities Act and the rules and regulations promulgatedthereunder for a public offering and sale of Registrable Securities (other than a registrationstatement on Form S-4 or Form S-8, or their successors, or any registration statement coveringonly securities proposed to be issued in exchange for securities or assets of another entity).     “Release Date” means the first anniversary date of the completion by the Company of abusiness combination.     “Securities Act” means the Securities Act of 1933, as amended, and the rules andregulations of the Commission promulgated thereunder, all as the same shall be in effect at thetime.     “Sponsors’ Warrants” mean the 12,000,000 warrants of the Company issued to certainInvestors pursuant to the Amended and Restated Sponsors’ Warrants and Co-Investment UnitsSubscription Agreements, dated as of December 6, 2007, between the Company and such Investors(including the underlying shares of Common Stock).     “Underwriter” means a securities dealer who purchases any Registrable Securities asprincipal in an underwritten offering and not as part of such dealer’s market-making activities.
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2. REGISTRATION RIGHTS.          2.1 Demand Registration.               2.1.1. Request for Registration. At any time on or after the date that isthree months prior to the Release Date with respect to all Registrable Securities, the holdersof a majority-in-interest of such Registrable Securities, held by the Investors or the transfereesof the Investors, may make a written demand for Registration under the Securities Act of all or partof their Registrable Securities (a “Demand Registration”). Any demand for a DemandRegistration shall specify the number of shares of Registrable Securities proposed to be sold and theintended method(s) of distribution thereof. The Company will notify all holders of RegistrableSecurities of the demand, and each holder of Registrable Securities who wishes to include all or aportion of such holder’s Registrable Securities in the Demand Registration (each such holder includingshares of Registrable Securities in such Registration, a “Demanding Holder”) shall sonotify the Company within fifteen (15) days after the receipt by the holder of the notice from theCompany. Upon receipt by the Company of any such notice, the Demanding Holders shall be entitled tohave their Registrable Securities included in the Demand Registration, subject to Section2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect morethan an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.               2.1.2. Effective Registration. A Registration will not count as a DemandRegistration until the Registration Statement filed with the Commission with respect to suchDemand Registration has been declared effective and the Company has complied with all of itsobligations under this Agreement with respect thereto; *provided, however*, that if,after such Registration Statement has been declared effective, the offering of Registrable Securitiespursuant to a Demand Registration is interfered with by any stop order or injunction of theCommission or any other governmental agency or court, the Registration Statement with respectto such Demand Registration will be deemed not to have been declared effective, unless anduntil, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and(ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering;*provided, further*, that the Company shall not be obligated to file a second Registration Statement untila Registration Statement that has been filed is counted as a Demand Registration or isterminated.               2.1.3. Underwritten Offering. If a majority-in-interest of the DemandingHolders so elect and such holders so advise the Company as part of their written demand for aDemand Registration, the offering of such Registrable Securities pursuant to such DemandRegistration shall be in the form of an underwritten offering. In such event, the right of anyholder to include its Registrable Securities in such Registration shall be conditioned uponsuch holder’s participation in such underwriting and the inclusion of such holder’s RegistrableSecurities in the underwriting to the extent provided herein. All Demanding Holders proposingto distribute their securities through such underwriting shall enter into an underwritingagreement in customary form with the Underwriter or Underwriters selected for such underwriting by amajority-in-interest of the holders initiating the Demand Registration.               2.1.4. Reduction of Offering. If the managing Underwriter or Underwriters for aDemand Registration that is to be an underwritten offering advises the Company and the DemandingHolders in writing that the dollar amount or number of shares of Registrable Securities which theDemanding Holders desire to sell, taken together with all other shares of Common Stock or othersecurities which the Company desires to sell and the shares of Common Stock, if any, as to whichRegistration has been requested pursuant to written
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contractual piggy-back registration rights held by other stockholders of the Company who desire tosell, exceeds the maximum dollar amount or maximum number of shares that the Company believes canbe sold in such offering without adversely affecting the proposed offering price, the timing, thedistribution method, or the probability of success of such offering (such maximum dollar amount ormaximum number of shares, as applicable, the “Maximum Threshold”), then the Company shallinclude in such Registration: (i) first, the Registrable Securities as to which DemandRegistration has been requested by the Demanding Holders (pro rata in accordance with the numberof shares that each such Person has requested be included in such Registration, regardless of thenumber of shares held by each such Person (such proportion is referred to herein as “ProRata”)) that can be sold without exceeding the Maximum Threshold; (ii) second, to the extentthat the Maximum Threshold has not been reached under the foregoing clause (i), the shares ofCommon Stock or other securities that the Company desires to sell that can be sold withoutexceeding the Maximum Threshold; and (iii) third, to the extent that the Maximum Threshold has notbeen reached under the foregoing clauses (i), and (ii), the shares of Common Stock or othersecurities for the account of other persons that the Company is obligated to register pursuant towritten contractual arrangements with such persons and that can be sold without exceeding theMaximum Threshold.               2.1.5. Withdrawal. If a majority-in-interest of the Demanding Holders disapprove ofthe terms of any underwriting or are not entitled to include all of their Registrable Securities inany offering, such majority-in-interest of the Demanding Holders may elect to withdraw from suchoffering by giving written notice to the Company and the Underwriter (or Underwriters) of theirrequest to withdraw prior to the effectiveness of the Registration Statement filed with theCommission with respect to such Demand Registration. If the majority-in-interest of the DemandingHolders withdraws from a proposed offering relating to a Demand Registration, then the Companyshall withdrawal the Registration Statement related to such offering with regards to all suchDemanding Holders and such Registration shall not count as a Demand Registration provided for inSection 2.1.          2.2 Piggy-Back Registration.               2.2.1. Piggy-Back Rights. If at any time on or after the Release Date, the Companyproposes to file a Registration Statement under the Securities Act with respect to an offering ofequity securities, or securities or other obligations exercisable or exchangeable for, orconvertible into, equity securities, by the Company for its own account or for stockholders of theCompany for their account (or by the Company and by stockholders of the Company including, withoutlimitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connectionwith any employee stock option or other benefit plan, (ii) for an exchange offer or offering ofsecurities solely to the Company’s existing stockholders or debtholders, (iii) for an offering ofdebt that is convertible into equity securities of the Company, (iv) for a dividend reinvestmentplan, or (v) for the acquisition or purchase by or combination by merger or otherwise of theCompany of or with another company or business entity or partnership, then the Company shall (x)give written notice of such proposed filing to the holders of Registrable Securities as soon aspracticable but in no event less than ten (10) days before the anticipated filing date, whichnotice shall describe the amount and type of securities to be included in such offering, theintended method(s) of distribution, and the name of the proposed managing Underwriter orUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable
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Securities in such notice the opportunity to register the sale of such number of shares ofRegistrable Securities as such holders may request in writing within five (5) days followingreceipt of such notice (a “Piggy-Back Registration”). The Company shall cause suchRegistrable Securities to be included in such Registration and shall use its best efforts to causethe managing Underwriter or Underwriters of a proposed underwritten offering to permit theRegistrable Securities requested to be included in a Piggy-Back Registration on the same terms andconditions as any similar securities of the Company and to permit the sale or other disposition ofsuch Registrable Securities in accordance with the intended method(s) of distribution thereof. Allholders of Registrable Securities proposing to distribute their securities through a Piggy-BackRegistration that involves an Underwriter or Underwriters shall enter into an underwritingagreement in customary form with the Underwriter or Underwriters selected for such Piggy-BackRegistration.               2.2.2. Reduction of Offering. If the managing Underwriter or Underwriters for aPiggy-Back Registration that is to be an underwritten offering advises the Company and the holdersof Registrable Securities in writing that the dollar amount or number of securities which theCompany desires to sell, taken together with securities, if any, as to which Registration has beendemanded pursuant to written contractual arrangements with persons other than the holders ofRegistrable Securities hereunder, the Registrable Securities as to which Registration has beenrequested under this Section 2.2, and the securities, if any, as to which Registration has beenrequested pursuant to the written contractual piggy-back registration rights of other stockholdersof the Company, exceeds the Maximum Threshold, then the Company shall include in any suchRegistration: a) If the Registration is undertaken for the Company’saccount: (A) first, the shares of Common Stock or other securities that the Company desires to sellthat can be sold without exceeding the Maximum Threshold; (B) second, tothe extent that the Maximum Threshold has not been reached under theforegoing clause (A), the shares of Common Stock or other securities, if any,comprised of Registrable Securities, as to which Registration has beenrequested pursuant to the applicable written contractual piggy-backregistration rights of such security holders, Pro Rata, that can be sold withoutexceeding the Maximum Threshold; and (C) third, to the extent that theMaximum Number of shares has not been reached under the foregoing clauses(A) and (B), the shares of Common Stock or other securities for the account ofother persons that the Company is obligated to register pursuant to writtencontractual piggy-back registration rights with such persons and that can besold without exceeding the Maximum Threshold;  b) If the Registration is a demand Registration, (A) first, the RegistrableSecurities for the account of the demanding persons, Pro Rata, that can be soldwithout exceeding the Maximum Threshold; (B) second, to the extent that theMaximum Threshold has not been reached under the foregoing clause(A), the shares of Common Stock or other securities that the Company desires to sellthat can be sold without exceeding the Maximum Threshold; (C) third, to theextent that the Maximum Threshold has not been reached under the foregoingclauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to whichRegistration has been requested pursuant to the terms hereof, that can be sold
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   without exceeding the Maximum Threshold; and (D) fourth, to the extent that theMaximum Threshold has not been reached under the foregoing clauses (A), (B) and(C), the shares of Common Stock or other securities for the account of otherpersons that the Company is obligated to register pursuant to writtencontractual arrangements with such persons, that can be sold without exceedingthe Maximum Threshold; and  c) If the Registration is a “demand” Registration undertaken atthe demand of persons other than the holders of Registrable Securities, (A)first, the shares of Common Stock or other securities for the account of thedemanding persons that can be sold without exceeding the Maximum Threshold; (B)second, to the extent that the Maximum Threshold has not been reached under theforegoing clause (A), the shares of Common Stock or other securities that theCompany desires to sell that can be sold without exceeding the MaximumThreshold; (C) third, to the extent that the Maximum Threshold has not beenreached under the foregoing clauses (A) and (B), collectively the shares ofCommon Stock or other securities comprised of Registrable Securities, Pro Rata,as to which Registration has been requested pursuant to the terms hereof, thatcan be sold without exceeding the Maximum Threshold; and (D) fourth, to theextent that the Maximum Threshold has not been reached under the foregoingclauses (A), (B) and (C), the shares of Common Stock or other securities forthe account of other persons that the Company is obligated to register pursuantto written contractual arrangements with such persons, that can be sold withoutexceeding the Maximum Threshold.               2.2.3. Withdrawal. Any holder of Registrable Securities may elect to withdraw suchholder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by givingwritten notice to the Company of such request to withdraw prior to the effectiveness of theRegistration Statement. The Company (whether on its own determination or as the result of awithdrawal by persons making a demand pursuant to written contractual obligations) may withdraw aRegistration Statement at any time prior to the effectiveness of the Registration Statement.Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders ofRegistrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.          2.3 Registrations on Form S-3. The holders of Registrable Securities may at any timeand from time to time, request in writing that the Company register the resale of any or all ofsuch Registrable Securities on Form S-3 or any similar short-form Registration which may beavailable at such time (“Form S-3”); *provided, however*, that the Company shall not beobligated to effect such request through an underwritten offering. Upon receipt of such writtenrequest, the Company will promptly give written notice of the proposed Registration to all otherholders of Registrable Securities, and, as soon as practicable thereafter, effect the Registrationof all or such portion of such holder’s or holders’ Registrable Securities as are specified in suchrequest, together with all or such portion of the Registrable Securities or other securities of theCompany, if any, of any other holder or holders joining in such request as are specified in awritten request given within fifteen (15) days after receipt of such written notice from theCompany; *provided, however*, that the Company shall not be obligated to effect any such
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Registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or(ii) if the holders of the Registrable Securities, together with the holders of any othersecurities of the Company entitled to inclusion in such Registration, propose to sell RegistrableSecurities and such other securities (if any) at any aggregate price to the public of less than$500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as a DemandRegistration effected pursuant to Section 2.1.     3. REGISTRATION; PROCEDURES.          3.1. Filings; Information. Whenever the Company is required to effect theRegistration of any Registrable Securities pursuant to Section 2, the Company shall use its bestefforts to effect the Registration and sale of such Registrable Securities in accordance with theintended method(s) of distribution thereof as promptly as practicable, and in connection with anysuch request:               3.1.1. Filing Registration Statement. The Company shall, as promptly aspracticable (and in any event within seventy-five (75) days) after receipt of a request for aDemand Registration pursuant to Section 2.1 prepare and file with the Commission aRegistration Statement on any form for which the Company then qualifies or which counsel forthe Company shall deem appropriate and which form shall be available for the sale of allRegistrable Securities to be registered thereunder in accordance with the intended method(s) ofdistribution thereof, and shall use its best efforts to cause such Registration Statement tobecome and remain effective for the period required by Section 3.1.3; *provided, however,*that theCompany shall have the right to defer any Demand Registration for up to thirty (30) days, andany Piggy-Back Registration for such period as may be applicable to deferment of anyRegistration to which such Piggy-Back Registration related, in each case, if the Company shallfurnish to the holders a certificate signed by the President of the Company stating that, inthe good faith judgment of the Board of Directors of the Company, it would be materiallydetrimental to the Company and its stockholders for such Registration Statement to be effected atsuch time; *provided further,*that the Company shall not be obligated to deliver securities andshall not have penalties for failure to deliver securities, if a Registration Statement is noteffective at the time of exercise by the holder.               3.1.2. Copies. The Company shall, prior to filing a RegistrationStatement or prospectus, or any amendment or supplement thereto, furnish without charge to theholders of Registrable Securities included in such Registration, and such holders’ legalcounsel, copies of such Registration Statement as proposed to be filed, each amendment and supplementto such Registration Statement (in each case including all exhibits thereto and documentsincorporated by reference therein), the prospectus included in such Registration Statement(including each preliminary prospectus), and such other documents as the holders ofRegistrable Securities included in such Registration or legal counselfor any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.               3.1.3. Amendments and Supplements. The Company shall prepare andfile with the Commission such amendments, including post-effective amendments, andsupplements to such Registration Statement and the prospectus used in connection therewith asmay be necessary to keep such Registration Statement effective and in compliance with the
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provisions of the Securities Act until all Registrable Securities and other securities covered bysuch Registration Statement have been disposed of in accordance with the intended method(s) ofdistribution set forth in such Registration Statement (which period shall not exceed the sum of onehundred eighty (180) days plus any period during which any such disposition is interfered with byany stop order or injunction of the Commission or any governmental agency or court) or suchsecurities have been withdrawn.               3.1.4. Notification. After the filing of a Registration Statement, theCompany shall promptly, and in no event more than two (2) business days after such filing,notify the holders of Registrable Securities included in such Registration Statement of suchfiling, and shall further notify such holders promptly and confirm such advice in writing inall events within two (2) business days of the occurrence of any of the following: (i) when suchRegistration Statement becomes effective; (ii) when any post-effective amendment to suchRegistration Statement becomes effective; (iii) the issuance or threatened issuance by theCommission of any stop order (and the Company shall take all actions required to prevent theentry of such stop order or to remove it if entered); and (iv) any request by the Commissionfor any amendment or supplement to such Registration Statement or anyprospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of asupplement or amendment to such prospectus so that, as thereafter delivered to the purchasersof the securities covered by such Registration Statement, such prospectus will not contain anuntrue statement of a material fact or omit to state any material fact required to be stated thereinor necessary to make the statements therein not misleading, and promptly make available to theholders of Registrable Securities included in such Registration Statement any such supplementor amendment; except that before filing with the Commission a Registration Statement orprospectus or any amendment or supplement thereto, including documents incorporated byreference, the Company shall furnish to the holders of Registrable Securities included in suchRegistration Statement and to the legal counsel for any such holders, copies of all suchdocuments proposed to be filed sufficiently in advance of filing to provide such holders andlegal counsel with a reasonable opportunity to review such documents and comment thereon, and theCompany shall not file any Registration Statement or prospectus or amendment or supplementthereto, including documents incorporated by reference, to which such holders or their legalcounsel shall reasonably object.               3.1.5. State Securities Laws Compliance. The Company shall use its bestefforts to (i) register or qualify the Registrable Securities covered by the RegistrationStatement under such securities or “blue sky” laws of such jurisdictions in the United States as theholders of Registrable Securities included in such Registration Statement (in light of their intendedplan of distribution) may request and (ii) take such action necessary to cause such RegistrableSecurities covered by the Registration Statement to be registered with or approved by suchother Governmental Authorities as may be necessary by virtue of the business and operations of theCompany and do any and all other acts and things that may be necessary or advisable to enablethe holders of Registrable Securities included in such Registration Statement to consummate thedisposition of such Registrable Securities in such jurisdictions; *provided, however,*that theCompany shall not be required to qualify generally to do business in any jurisdiction where itwould not otherwise be required to qualify but for this paragraph or subject itself totaxation in any such jurisdiction.
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               3.1.6. Agreements for Disposition. The Company shall enter intocustomary agreements (including, if applicable, an underwriting agreement in customary form)and take such other actions as are reasonably required in order to expedite or facilitate thedisposition of such Registrable Securities. The representations, warranties and covenants ofthe Company in any underwriting agreement which are made to or for the benefit of anyUnderwriters, to the extent applicable, shall also be made to and for the benefit of theholders of Registrable Securities included in such Registration Statement. No holder of RegistrableSecurities included in such Registration Statement shall be required to make anyrepresentations or warranties in the underwriting agreement except, if applicable, with respect to suchholder’s organization, good standing, authority, title to Registrable Securities, lack of conflict ofsuch sale with such holder’s material agreements and organizational documents, and with respect towritten information relating to such holder that such holder has furnished in writingexpressly for inclusion in such Registration Statement.               3.1.7. Cooperation. The principal executive officer of the Company, theprincipal financial officer of the Company, the principal accounting officer of the Companyand all other officers and members of the management of the Company shall cooperate fully in anyoffering of Registrable Securities hereunder, which cooperation shall include, withoutlimitation, the preparation of the Registration Statement with respect to such offering and all otheroffering materials and related documents, and participation in meetings with Underwriters, attorneys,accountants and potential investors.               3.1.8. Records. The Company shall make available for inspection by theholders of Registrable Securities included in such Registration Statement, any Underwriterparticipating in any disposition pursuant to such Registration Statement and any attorney,accountant or other professional retained by any holder of Registrable Securities included insuch Registration Statement or any Underwriter, all financial and other records, pertinentcorporate documents and properties of the Company, as shall be necessary to enable them to exercisetheir due diligence responsibility, and cause the Company’s officers, directors and employees tosupply all information requested by any of them in connection with such RegistrationStatement.               3.1.9. Opinions and Comfort Letters. The Company shall furnish to eachholder of Registrable Securities included in any Registration Statement a signed counterpart,addressed to such holder, of (i) any opinion of counsel to the Company delivered to anyUnderwriter and (ii) any comfort letter from the Company’s independent public accountantsdelivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter,the Company shall furnish to each holder of Registrable Securities included in such RegistrationStatement, at any time that such holder elects to use a prospectus, an opinion of counsel tothe Company (based solely on the oral advice of the Commission) to the effect that theRegistration Statement containing such prospectus has been declared effective and that no stop order is ineffect.               3.1.10. Earnings Statement. The Company shall comply with allapplicable rules and regulations of the Commission and the Securities Act, and make availableto its stockholders, as soon as practicable, an earnings statement covering a period of twelve(12) months, beginning within three (3) months after the effective date of the RegistrationStatement, which earnings statement shall satisfy the provisions of Section 11 (a) of the Securities Act andRule 158 thereunder.
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               3.1.11. Listing. The Company shall use its best efforts to cause all RegistrableSecurities included in any Registration to be listed on such exchanges or otherwise designated fortrading in the same manner as similar securities issued by the Company are then listed ordesignated or, if no such similar securities are then listed or designated, in a mannersatisfactory to the holders of a majority of the Registrable Securities included in suchRegistration.          3.2. Obligation to Suspend Distribution. Upon receipt of any notice from theCompany of the happening of any event of the kind described in Section 3.1.4(iv), or, in thecase of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension bythe Company, pursuant to a written insider trading compliance program adopted by the Company’sBoard of Directors, of the ability of all “insiders” covered by such program to transact inthe Company’s securities because of the existence of material non-public information, each holderof Registrable Securities included in any Registration shall immediately discontinue dispositionof such Registrable Securities pursuant to the Registration Statement covering such RegistrableSecurities until such holder receives the supplemented or amended prospectus contemplated bySection 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’ssecurities is removed, as applicable, and, if so directed by the Company, each such holderwill deliver to the Company all copies, other than permanent file copies then in such holder’spossession, of the most recent prospectus covering such Registrable Securities at the time ofreceipt of such notice.          3.3. Registration Expenses. The Company shall bear all costs and expensesincurred in connection with any Registration under this Agreement, and all expenses incurredin performing or complying with its other obligations under this Agreement, whether or not theRegistration Statement becomes effective, including, without limitation: (i) all registrationand filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws(including fees and disbursements of counsel in connection with blue sky qualifications of theRegistrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, withoutlimitation, all salaries and expenses of its officers and employees); (v) the fees andexpenses incurred in connection with the listing of the Registrable Securities as required by Section3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees and disbursements ofcounsel for the Company and fees and expenses for independent certified public accountants retained bythe Company (including the expenses or costs associated with the delivery of any opinions orcomfort letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of anyspecialexperts retained by the Company in connection with such Registration and (ix) the fees andexpenses of one legal counsel selected by the holders of a majority-in-interest of theRegistrableSecurities included in such Registration. The Company shall have no obligation to pay anyunderwriting discounts or selling commissions attributable to the Registrable Securities beingsold by the holders thereof, which underwriting discounts or selling commissions shall beborneby such holders. Additionally, in an underwritten offering, all selling stockholders and theCompany shall bear the expenses of the Underwriter pro rata in proportion to the respectiveamount of shares each is selling in such offering.
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          3.4. Information. The holders of Registrable Securities shall provide such informationas may reasonably be requested by the Company, or the managing Underwriter, if any, in connectionwith the preparation of any Registration Statement, including amendments and supplements thereto,in order to effect the Registration of any Registrable Securities under the Securities Act pursuantto Section 2 and in connection with the Company’s obligation to comply with federal and applicablestate securities laws.     4. INDEMNIFICATION AND CONTRIBUTION.          4.1. Indemnification by the Company. The Company agrees to indemnify andhold harmless each Investor and each other holder of Registrable Securities, and each of theirrespective officers, employees, affiliates, directors, partners, members, attorneys andagents, andeach person, if any, who controls an Investor and each other holder of Registrable Securities(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)(each, an “Investor Indemnified Party”), from and against any expenses, losses,judgments,claims, damages or liabilities, whether joint or several, arising out of or based upon anyuntruestatement (or allegedly untrue statement) of a material fact contained in any RegistrationStatement under which the sale of such Registrable Securities was registered under theSecuritiesAct, any preliminary prospectus, final prospectus or summary prospectus contained in theRegistration Statement, or any amendment or supplement to such Registration Statement, orarising out of or based upon any omission (or alleged omission) to state a material factrequiredto be stated therein or necessary to make the statements therein not misleading, or anyviolationby the Company of the Securities Act or any rule or regulation promulgated thereunderapplicable to the Company and relating to action or inaction required of the Company inconnection with any such Registration; and the Company shall promptly reimburse the InvestorIndemnified Party for any legal and any other expenses reasonably incurred by such InvestorIndemnified Party in connection with investigating and defending any such expense, loss,judgment, claim, damage, liability or action; *provided, however,*that the Company will not beliable in any such case to the extent that any such expense, loss, claim, damage or liabilityarisesout of or is based upon any untrue statement or allegedly untrue statement or omission orallegedomission made in such Registration Statement, preliminary prospectus,final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformitywith information furnished to the Company, in writing, by such selling holder expressly forusetherein. The Company also shall indemnify any Underwriter of the Registrable Securities, theirofficers, affiliates, directors, partners, members and agents and each person who controlssuchUnderwriter on substantially the same basis as that of the indemnification provided above inthisSection 4.1.          4.2. Indemnification by Holders of Registrable Securities. Each selling holderof Registrable Securities will, in the event that any Registration is being effected under theSecurities Act pursuant to this Agreement of any Registrable Securities held by such sellingholder, indemnify and hold harmless the Company, each of its directors and officers and eachunderwriter (if any), and each other selling holder and each other person, if any, whocontrolsanother selling holder or such underwriter within the meaning of the Securities Act, againstanylosses, claims, judgments, damages or liabilities, whether joint or several, insofar as suchlosses,claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or arebasedupon any untrue statement (or allegedly untrue) statement of a material fact contained in the
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Registration Statement under which the sale of such Registrable Securities was registered under theSecurities Act, any preliminary prospectus, final prospectus or summary prospectus contained in anyRegistration Statement, or any amendment or supplement to the Registration Statement, or arise outof or are based upon any omission (or alleged omission) to state a material fact required to bestated therein or necessary to make the statements therein not misleading, if the statement oromission was made in reliance upon and in conformity with information furnished in writing to theCompany by such selling holder expressly for use therein, and shall reimburse the Company, itsdirectors and officers, and each other selling holder or controlling person for any legal or otherexpenses reasonably incurred by any of them in connection with investigation or defending any suchloss, claim, damage, liability or action. Each selling holder’s indemnification obligationshereunder shall be several and not joint and shall be limited to the amount of any net proceedsactually received by such selling holder.          4.3. Conduct of Indemnification Proceedings.Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of whichindemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “IndemnifiedParty”)shall, if a claim in respect thereof is to be made against any other person forindemnificationhereunder, notify such other person (the “Indemnifying Party”) in writing of the loss,claim,judgment, damage, liability or action; *provided, however,*that the failure by the IndemnifiedParty to notify the Indemnifying Party shall not relieve the Indemnifying Party from anyliabilitywhich the Indemnifying Party may have to such Indemnified Party hereunder, except and solelyto the extent the Indemnifying Party is actually prejudiced by such failure. If theIndemnifiedParty is seeking indemnification with respect to any claim or action brought against theIndemnified Party, then the Indemnifying Party shall be entitled to participate in such claimoraction, and, to the extent that it wishes, jointly with all other Indemnifying Parties, toassumecontrol of the defense thereof with counsel satisfactory to the Indemnified Party. Afternoticefrom the Indemnifying Party to the Indemnified Party of its election to assume control of thedefense of such claim or action, the Indemnifying Party shall not be liable to the IndemnifiedParty for any legal or other expenses subsequently incurred by the Indemnified Party inconnection with the defense thereof other than reasonable costs of investigation; *provided,however,*that in any action in which both the Indemnified Party and the Indemnifying Party arenamed as defendants, the Indemnified Party shall have the right to employ separate counsel(butno more than one such separate counsel) to represent the Indemnified Party and its controllingpersons who may be subject to liability arising out of any claim in respect of which indemnitymay be sought by the Indemnified Party against the Indemnifying Party, with the fees andexpenses of such counsel to be paid by such Indemnifying Party if, based upon the writtenopinion of counsel of such Indemnified Party, representation of both parties by the samecounselwould be inappropriate due to actual or potential differing interests between them. NoIndemnifying Party shall, without the prior written consent of the Indemnified Party, consenttoentry of judgment or effect any settlement of any claim or pending or threatened proceeding inrespect of which the Indemnified Party is or could have been a party and indemnity could havebeen sought hereunder by such Indemnified Party, unless such judgment or settlement includesan unconditional release of such Indemnified Party from all liability arising out of suchclaim or proceeding.
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          4.4. CONTRIBUTION.               4.4.1. If the indemnification provided for in the foregoing Sections 4.1,4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage,liability or action referred to herein, then each such Indemnifying Party, in lieu ofindemnifyingsuch Indemnified Party, shall contribute to the amount paid or payable by such IndemnifiedParty as a result of such loss, claim, damage, liability or action in such proportion as isappropriate to reflect the relative fault of the Indemnified Parties and the IndemnifyingParties inconnection with the actions or omissions which resulted in such loss, claim, damage, liabilityoraction, as well as any other relevant equitable considerations. The relative fault of anyIndemnified Party and any Indemnifying Party shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact or the omission oralleged omission to state a material fact relates to information supplied by such IndemnifiedParty or such Indemnifying Party and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission.               4.4.2. The parties hereto agree that it would not be just and equitable ifcontribution pursuant to this Section 4.4 were determined by pro rata allocation or by anyothermethod of allocation which does not take account of the equitable considerations referred tointhe immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party asa result of any loss, claim, damage, liability or action referred to in the immediatelyprecedingparagraph shall be deemed to include, subject to the limitations set forth above, any legal orotherexpenses incurred by such Indemnified Party in connection with investigating or defending anysuch action or claim. Notwithstanding the provisions of this Section 4.4, no holder ofRegistrableSecurities shall be required to contribute any amount in excess of the dollar amount of thenetproceeds (after payment of any underwriting fees, discounts, commissions or taxes) actuallyreceived by such holder from the sale of Registrable Securities which gave rise to suchcontribution obligation. No person guilty of fraudulent misrepresentation (within the meaning ofSection 1l(f) of the Securities Act) shall be entitled to contribution from any person whowas notguilty of such fraudulent misrepresentation.     5. UNDERWRITING AND DISTRIBUTION.          5.1. Rule 144. The Company covenants that it shall use its best efforts to file anyreports required to be filed by it under the Securities Act and the Exchange Act and shall use itsbest efforts to take such further action as the holders of Registrable Securities may reasonablyrequest, all to the extent required from time to time to enable such holders to sell RegistrableSecurities without registration under the Securities Act within the limitation of the exemptionsprovided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, orany similar Rule or regulation hereafter adopted by the Commission.     6. MISCELLANEOUS.          6.1. Other Registration Rights. The Company represents and warrants that no person,other than a holder of the Registrable Securities, has any right to require the Company toregister any shares of the Company’s capital stock for sale or to include shares of the Company’scapital stock in any Registration filed by the Company for the sale of shares of capital stock forits own account or for the account of any other person.
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          6.2. Assignment; No Third Party Beneficiaries. This Agreement and the rights,duties and obligations of the Company hereunder may not be assigned or delegated by theCompany in whole or in part. This Agreement and the rights, duties and obligations of theholders of Registrable Securities hereunder may be freely assigned or delegated by such holderof Registrable Securities in conjunction with and to the extent of any transfer of RegistrableSecurities by any such holder. This Agreement and the provisions hereof shall be binding uponand shall inure to the benefit of each of the parties, to Citigroup Global Markets Inc. and itssuccessors (as representative on behalf of itself and any other Underwriters and their successors)and the permitted assigns of the Investor or holder of Registrable Securities or of anyassignee of the Investor or holder of Registrable Securities. This Agreement is not intended to confer anyrights or benefits on any persons that are not party hereto other than as expressly set forthin Article 4 and this Section 6.2.          6.3. Notices. All notices, demands, requests, consents, approvals or othercommunications (collectively, “Notices”) required or permitted to be given hereunderor whichare given with respect to this Agreement shall be in writing and shall be personally served,delivered by reputable air courier service with charges prepaid, or transmitted by handdelivery,telegram, telex or facsimile, addressed as set forth below, or to such other address as suchpartyshall have specified most recently by written notice. Notice shall be deemed given on the dateofservice or transmission if personally served or transmitted by telegram, telex or facsimile;*provided, however,*that if such service or transmission is not on a business day or is afternormalbusiness hours, then such notice shall be deemed given on the next business day. Noticeotherwise sent as provided herein shall be deemed given on the next business day followingtimely delivery of such notice to a reputable air courier service with an order for next-daydelivery.To the Company:Liberty Acquisition Holdings Corp.