Exhibit 4.1





Exhibit 4.1




EXECUTION COPY




September 23, 2010




Mr. Michael B. Frankel

Western Liberty Bancorp

1370 Avenue of the Americas, 28th Floor

New York, NY 10019




Dear Mr. Frankel,




This Agreement (this “Agreement”) will confirm the basis upon which Western Liberty Bancorp
(formerly known as Global Consumer Acquisition Corp.) (the “Company”) and the holders of warrants
of the Company (the “Warrants”) listed on the signature pages and completing Schedule I
hereto (each, a “Holder”) have agreed to amend and restate that certain Amended and Restated
Warrant Agreement, dated as of July 20, 2009, between the Company and Continental Stock Transfer &
Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004
(the “Warrant Agent”), as amended by that certain Amendment No. 1, dated as of October 7, 2009,
between the Company and the Warrant Agent (as amended, the “Prior Agreement”).



WHEREAS, the Company has entered into an Agreement and Plan of Merger with WL-S1 Interim Bank,
a Nevada corporation, Service1st Bank of Nevada (“Service1st”), and Curtis W.
Anderson, as representative of the former stockholders of Service1st, as amended on June 21, 2010
(as so amended, the “Service1st Merger Agreement”), which provides for the merger of
WL-S1 Interim Bank with and into Service1st, with Service1st being the
surviving entity and becoming the Company’s wholly-owned subsidiary. The transaction contemplated
by the Service1st Merger Agreement is referred to herein as the “Acquisition”.



WHEREAS, the Holders have agreed to reduce the number of Warrants held by such Holders on
thirty two-for-one basis, such that the number of outstanding Warrants will be reduced from
48,067,758 to approximately 1,502,117 Warrants.



WHEREAS, the Holders set forth on the signature page and Schedule I hereto,
constituting the beneficial holders of at least a majority of the presently outstanding Warrants,
agree to amend and/or restate the terms of the existing Warrants and agree to amend and restate the
Prior Agreement.




Accordingly, the parties, intending to be legally bound, agree as follows:



1. Capitalized terms used but not defined herein shall have the meaning assigned to such terms
in the Prior Agreement.



2. Subject to the terms and conditions of this Agreement, the Prior Agreement shall be amended
and restated so that it shall read in its entirety as set forth in the Second Amended and Restated
Warrant Agreement in the form attached as Exhibit A hereto (the “New Warrant Agreement”).


 


 









 





3. Each Holder hereby agrees, in any action upon which the Holder’s vote, consent or other
approval is sought in connection with the amendment(s) set forth in this Agreement (the
“Amendments”), the Holder shall vote (or cause to be voted) all of its Warrants as set forth on
Schedule I hereto in favor of the Amendments. The execution of this Agreement shall be
deemed approval, consent and a proxy (the “Proxy”) to the Warrant Agent to execute and deliver the
New Warrant Agreement. This Agreement is effective on the date hereof and the New Warrant
Agreement will be effective upon the execution and delivery of the New Warrant Agreement by the
Warrant Agent and the Company. Each Holder acknowledges that it is not an affiliate of the Company
as defined under the federal securities laws.



4. Expiration. The Proxy, and all other obligations of the Holders under this
Agreement, shall terminate as of the close of business on October 12, 2010 (the “Expiration Date”),
unless before the Expiration Date the New Warrant Agreement has been executed and delivered by the
Warrant Agent and the Company. Notwithstanding the foregoing, the Expiration Date shall be extended
indefinitely if the New Warrant Agreement has not been executed and delivered by the Warrant Agent
and the Company solely due to the failure of any of the Holders to satisfy its obligations set
forth in Paragraph 7 below.



5. Public Disclosure. The Company shall make a public disclosure of this Agreement
and all exhibits within 48 hours of execution of this Agreement. If the Company fails to make such
a disclosure, any Holder may do so.



6. Representations and Warranties of the Holders. Each Holder hereby represents and
warrants as to itself to the Company as follows:




(a) Each Holder is the beneficial owner of the Warrants set forth on Schedule
I, free and clear of any liens, adverse claims, charges or other encumbrances of any
nature whatsoever.




(b) Each Holder has the sole right to vote and to direct the voting of its Warrants and
give consent with respect thereto, and none of the Warrants are subject to any voting trust
or other agreement, arrangement or restriction with respect to the voting of the Warrants.




(c) Each Holder hereby acknowledges that it has not in any manner, directly or
indirectly, (i) formed, joined or in any way participated in a “group” (as defined under
the Securities Exchange Act of 1934, as amended) with respect to the Company, (ii) made any
“solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and
Exchange Commission) or consents to vote any voting securities of the Company held by any
other party for any reason whatsoever, (iii) acted, alone or in concert with others, to seek
to control or influence in any way whatsoever the management, Board of Directors (including,
but not limited to, any attempt to nominate, designate or otherwise request representation
on the Board of Directors) or policies of the Company or (iv) entered into any discussions,
arrangements or understandings with any third party with respect to any of the foregoing.


 


2









 






(d) Each Holder, if not a natural person: (i) is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization; and (ii) has the
requisite corporate, company, partnership or other power and authority to execute and
deliver this Agreement and the Proxy, to consummate the transactions contemplated hereby and
thereby and to comply with the terms hereof and thereof. The execution and delivery by each
Holder of this Agreement and the Proxy, the consummation by each Holder of the transactions
contemplated hereby and thereby and the compliance by each Holder with the provisions hereof
and thereof have been duly authorized by all necessary corporate, company, partnership or
other action on the part of each Holder, and no other corporate, company, partnership or
other proceedings on the part of each Holder are necessary to authorize this Agreement and
the Proxy, to consummate the transactions contemplated hereby and thereby or to comply with
the provisions hereof or thereof.




(e) This Agreement has been duly executed and delivered by each Holder, constitutes a
valid and binding obligation of each Holder and is enforceable against each Holder in
accordance with its terms.




(f) The execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby and by the New Warrant Agreement and compliance with the provisions
hereof and thereof do not and will not conflict with, or result in any violation or breach
of, or default (with or without notice or lapse of time, or both) under, any provision of
(i) the certificate of incorporation or by-laws, partnership agreement or limited liability
company agreement (or similar organizational documents) of each Holder, if applicable, (ii)
any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in
each case, applicable to each Holder or its properties or assets, or (iii) any contract,
trust, commitment, agreement, understanding, arrangement or restriction of any kind to which
each Holder is a party or by which each Holder or each Holder’s assets are bound.




(g) As of the date hereof each Holder is, and upon consummation of the transactions
contemplated hereby, will be, an institutional “accredited investor” as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D as promulgated under the Securities Act of 1933,
as amended.




(h) Each Holder has determined, based on its own independent review and such
professional advice as it has deemed appropriate under the circumstances, that its consent
to the Amendments (i) is fully consistent with its financial needs, objectives and
condition, and (ii) complies and is fully consistent with all investment policies,
guidelines and restrictions applicable to Holder (whether holding the Warrants as principal
or in a fiduciary capacity).




(i) Each Holder has reviewed all publicly available information regarding the Company
as it has deemed relevant to its decision to consent to the Amendments.


 


3









 





7. Covenant of the Holders. Each Holder covenants and agrees to use its best efforts,
within seven (7) days of the execution of this Agreement, (i) to instruct its respective Depository
Trust Company (“DTC”) participant with respect to its Warrants to provide written
instructions substantially in the form attached as Exhibit B hereto to DTC, as the
registered holder of the public Warrants, instructing DTC to execute a written consent
substantially in the form attached as Exhibit C hereto (the “DTC Consent”), whereby DTC
shall consent to the execution and delivery by the Warrant Agent of the New Warrant Agreement, and
(ii) to deliver the executed DTC Consent to the Company. Each Holder also covenants and agrees to
take such other actions as the Company or the Warrant Agent shall reasonably request, including but
not limited to signing such documentation or taking other such actions as any government agency or
agencies shall require, in connection with the Acquisition in order to effect the execution and
operation of the New Warrant Agreement.



8. This Agreement will be governed by and construed in accordance with the Laws of the State
of New York.



9. For the convenience of the parties hereto, this Agreement may be executed in any number of
separate counterparts, each such counterpart being deemed to be an original instrument, and all
such counterparts will together constitute the same agreement. Executed signature pages to this
Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if
actual signature pages had been delivered.



[Signature Page Follows]




 


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



	 	 	 	 	 
	 	NISSWA FIXED INCOME MASTER FUND LTD.

 	 
	 	By:  	/s/  Jeff Stolt
 	 
	 	 	Name:  	Jeff Stolt 	 
	 	 	Title:  	CFO-Pine River Capital Mgmt. LP

Its: Investment Manager 	 
	 



[WARRANT LETTER AGREEMENT]





 


 









 







	 	 	 	 	 
	 	NISSWA ACQUISITION MASTER FUND LTD.

 	 
	 	By:  	/s/ Jeff Stolt
 	 
	 	 	Name:  	Jeff Stolt 	 
	 	 	Title:  	CFO-Pine River Capital Mgmt. LP

Its: Investment Manager 	 
	 



[WARRANT LETTER AGREEMENT]






 


 









 







	 	 	 	 	 
	 	PINES EDGE VALUE INVESTORS LTD.

 	 
	 	By:  	/s/ Jeff Stolt
 	 
	 	 	Name:  	Jeff Stolt 	 
	 	 	Title:  	CFO-Pine River Capital Mgmt. LP

Its: Investment Manager 	 
	 



[WARRANT LETTER AGREEMENT]




 


 









 







	 	 	 	 	 
	 	INTEGRATED CORE STRATEGIES (US) LLC

 	 
	 	By:  	Integrated Holding Group LP, its Managing Member
 
 
	 	By:  	Millennium Management LLC, its General Partner 
	 	 	 
	 	By:  	/s/ Terry Feeney 	 
	 	 	Name:  	Terry Feeney	 
	 	 	Title:  	COO	 
	 



[WARRANT LETTER AGREEMENT]






 


 









 







	 	 	 	 	 
	 	HAYGROUND COVE ACQUISITION STRATEGIES FUND LP

 	 
	 	By:  	/s/ Jason N. Ader
 	 
	 	 	Name:  	Jason N. Ader 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[WARRANT LETTER AGREEMENT]





 


 









 







	 	 	 	 	 
	 	HAYGROUND COVE ACQUISITION STRATEGIES FUND LTD.

 	 
	 	By:  	/s/ Jason N. Ader
 	 
	 	 	Name:  	Jason N. Ader 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[WARRANT LETTER AGREEMENT]





 


 









 







	 	 	 	 	 
	 	HAYGROUND COVE TURBO FUND LTD.

 	 
	 	By:  	/s/ Jason N. Ader
 	 
	 	 	Name:  	Jason N. Ader 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[WARRANT LETTER AGREEMENT]





 


 









 







	 	 	 	 	 
	 	HC INSTITUTIONAL PARTNERS LP

 	 
	 	By:  	/s/ Jason N. Ader
 	 
	 	 	Name:  	Jason N. Ader 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[WARRANT LETTER AGREEMENT]






 


 









 







	 	 	 	 	 
	 	HC OVERSEAS PARTNERS LTD.

 	 
	 	By:  	/s/ Jason N. Ader
 	 
	 	 	Name:  	Jason N. Ader 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[WARRANT LETTER AGREEMENT]




 


 









 







	 	 	 	 	 
	 	DOHA PARTNERS I, LP

 	 
	 	By:  	/s/ Jason N. Ader 	 
	 	 	Name:  	Jason N. Ader	 
	 	 	Title:  	 	 
	 



[WARRANT LETTER AGREEMENT]






 


 









 







	 	 	 	 	 
	 

	 	/s/ Jason N. Ader
 

Jason N. Ader
	 	 
	 






[WARRANT LETTER AGREEMENT]





 


 









 







	 	 	 	 	 
	ACKNOWLEDGED AND AGREED TO:	 	 
	 
	 	 	 	 
	WESTERN LIBERTY BANCORP	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael B. Frankel
 

Name: Michael B. Frankel
	 	 
	 

	 	Title:   Director	 	 
	 




[WARRANT LETTER AGREEMENT]




 


 









 





SCHEDULE I




HOLDER INFORMATION




	 	 	 	 	 	 	 	 	 
	LEGAL NAME OF HOLDER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	ADDRESS OF HOLDER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attention:	 	  	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	TELEPHONE NUMBER:
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	EMAIL:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	FAX NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOMINEE (Name in which the Warrants are to be registered, if different than name of Holder):
	 	 	 	 	To be held at DTC	 	 
	 
	 	 	 	 	 	 	 	 
	TAX I.D. NUMBER:	 	N/A	 	 	 	 
	(If acquired in the name of a nominee, the taxpayer I.D. number of such nominee should be provided)
	 
	 	 	 	 	 	 	 	 
	NAME OF DTC PARTICIPANT (Broker-dealer at which the account or accounts to be credited with the
Warrants are maintained):
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DTC PARTICIPANT NUMBER(S) AND NUMBER OF SHARES HELD BY EACH DTC PARTICIPANT:
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NAME OF ACCOUNT AT DTC PARTICIPANT BEING CREDITED
WITH THE SHARES:
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ACCOUNT NUMBER AT DTC PARTICIPANT BEING CREDITED WITH THE WARRANTS:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PERSON TO RECEIVE COPIES OF TRANSACTION DOCUMENTS
	 

	 	NAME:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	TELEPHONE NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	EMAIL:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OPERATIONS CONTACTS	 	 	 	 	 	 
	 

	 	PRIMARY:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	TELEPHONE NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	EMAIL:	 	 	 	 	 	 
	 	 	 	 	 	 	 





 


 









 





	 	 	 	 	 	 	 	 	 
	 

	 	SECONDARY:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	TELEPHONE NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	EMAIL:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PAYMENT INSTRUCTIONS:	 	 	 	 	 	 
	 

	 	NAME OF BANK:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	ABA:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	ACCOUNT NAME:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	ACCOUNT NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	REFERENCE/ATTENTION:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	MAIL PAYMENT NOTICES (if different than mailing address):
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	TELEPHONE NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	FAX NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	STATE OF PRINCIPAL PLACE OF BUSINESS:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PHYSICAL DELIVERY INSTRUCTIONS:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	TELEPHONE NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	FAX NUMBER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TAX WITHHOLDING FORM ATTACHED (indicate type):	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NUMBER OF WARRANTS HELD BY YOU:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	(if special denominations required, please note)	 	 







 


 











 





EXHIBIT A




SECOND AMENDED AND RESTATED WARRANT AGREEMENT




This Second Amended and Restated Warrant Agreement (this “Warrant Agreement”) is made as of
                    , 2010 between Western Liberty Bancorp (formerly known as Global Consumer Acquisition
Corp.), a Delaware corporation, with offices at 1370 Avenue of the Americas, 28th Floor, New York,
New York 10019 (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”), and
amends and restates in its entirety that certain Amended and Restated Warrant Agreement, dated as
of July 20, 2009, as amended by that certain Amendment No. 1, dated as of October 7, 2009, each
between the Company and the Warrant Agent (as amended, the “Prior Warrant Agreement”).



WHEREAS, the Company currently has outstanding 31,948,850 registered and publicly-traded
warrants (the “Public Warrants”) and 16,118,908 unregistered private warrants (the “Private
Warrants” and, together with the Public Warrants, the “Warrants”) each of such Warrants evidencing
the right of the holder thereof to purchase one share of common stock, par value $.0001 per share,
of the Company (the “Common Stock”) for the Public Warrants and the Private Warrants;



WHEREAS, the Company has entered into an Agreement and Plan of Merger with WL-S1 Interim Bank,
a Nevada corporation, Service1st Bank of Nevada (“Service1st”), and Curtis W.
Anderson, as representative of the former stockholders of Service1st, as amended on June 21, 2010
(as so amended, the “Service1st Merger Agreement”), which provides for the merger of
WL-S1 Interim Bank with and into Service1st, with Service1st being the
surviving entity and becoming the Company’s wholly-owned subsidiary. The transaction contemplated
by the Service1st Merger Agreement is referred to herein as the “Acquisition”;



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



WHEREAS, in order to assist the Company in gaining the requisite approval of certain
government agencies in connection with the Acquisition, the Company and the registered holders of
at least a majority of the presently outstanding Warrants (the “Consenting Holders”) have agreed to
amend and restate the Prior Warrant Agreement pursuant to that certain Letter Agreement, dated as
of September
 _____, 2010, between the Company and the Consenting Holders; and



WHEREAS, pursuant to Section 9.9 of the Prior Warrant Agreement, the Company and the
Consenting Holders wish to amend and restate the Prior Warrant Agreement in accordance with the
terms and provisions hereof, and have directed the Warrant Agent to
execute this Warrant Agreement.


 


 









 





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



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



Section 2. Warrants.



2.1 Form of Warrant. Each Warrant shall remain issued in registered form only and, due
to the automatic exercise of all Warrants in accordance with Section 3.1 below, and since this
Warrant Agreement shall not become operative in accordance with Section 7.11 below until such date
as the Acquisition is consummated (the “Automatic Exercise Date”), each Warrant shall remain
substantially in the form described in the Prior Warrant Agreement, and no new Warrant Certificates
will be issued upon the operative date of this Warrant Agreement. Any inconsistencies between the
terms on the face of each outstanding Warrant and the terms of this Warrant Agreement on or after
the Automatic Exercise Date shall be resolved in favor of the terms of this Warrant Agreement.



2.2 Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Warrant 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 the original issuance and transfers of the Warrants. The
Warrant Agent shall issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions delivered to the
Warrant Agent by the Company.




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



Section 3. Terms and Exercise of Warrants.



3.1 Automatic Exercise. On the Automatic Exercise Date, and without payment by any
Warrant holder of cash or any other consideration to the Company whatsoever, each Warrant will
automatically and immediately convert into one thirty-second (1/32) of one share of Common Stock
(meaning that each Warrant holder shall receive one (1) share of Common Stock for every thirty two
(32) Warrants in the conversion). In addition, in consideration of the amendments to Prior
Agreement contained in this Warrant Agreement, the Company shall pay each Warrant holder,
regardless of whether such holder is a Consenting Holder, $0.06 in cash for
each Warrant (the “Consent Fee”) (meaning that a Warrant holder shall receive a $1.92 Consent
Fee for every thirty-two (32) Warrants held on the Automatic Exercise Date).


 


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3.2 Duration of Warrants. For the avoidance of any doubt, and subject to Section
7.11, all of the Warrants shall automatically be exercised into shares of Common Stock and
subsequently canceled on the Automatic Exercise Date.




3.3 Exercise of Warrants.




3.3.1 Payment. Subject to Section 3.3.2 below, each Warrant holder’s Warrants
shall automatically be converted into shares of Common Stock, and each Warrant holder shall
receive the Consent Fee, on the Automatic Exercise Date, and such Warrant holder shall not
be required to take any further action, including any payment of cash or other consideration
to the Company or the Warrant Agent whatsoever.




3.3.2 Issuance of Certificates. As soon as practicable after the automatic
exercise Warrants in accordance with Section 3.1 above, the Company shall issue to the
registered holder of such Warrant a certificate or certificates representing the number of
full shares of Common Stock to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it; provided, however, that each certificate
representing such shares of Common Stock issued shall bear a legend substantially in the
form of Exhibit A hereto until such time as a prospectus relating to such shares of
Common Stock 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 such shares
of Common Stock on the Automatic Exercise Date in accordance with Section 5.4 below.
Warrants may not be exercised by, or securities issued to, any registered holder in any
state in which such exercise or issuance would be unlawful. Other than as set forth Section
5.4 below, in no event shall the registered holder of a share of Common Stock into which a
Warrant was exercised be entitled to receive any monetary damages if such share of Common
Stock has not been registered by the Company pursuant to an effective registration
statement.




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




3.3.4 Date of Issuance. Each person or entity 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
automatically exercised, irrespective of the date of delivery of such certificate, except
that, if the date of such exercise is a date when the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares at the
close of business on the next succeeding date on which the stock transfer books are open.


 


3









 






3.3.5 No Fractional Shares. Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares of Common
Stock upon automatic exercise of Warrants. Any Warrants that would entitle a
holder thereof to a fractional share of Common Stock after taking into account the
exercise of the remainder of such holder’s Warrants into full shares of Common Stock on the
Automatic Exercise Date shall be cancelled on the Automatic Exercise Date; provided,
however, that the Company shall pay the Consent Fee in connection with all such cancelled
Warrants.



3.4 Adjustments. If, prior to the Automatic Exercise Date, and subject to the
provisions of Section 3.3.5 above, the number of outstanding shares of Common Stock of the Company
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 the number of shares of Common Stock issuable upon
automatic exercise of each Warrant on the Automatic Exercise Date shall be increased in proportion
to such increase in outstanding shares of Common Stock. If, prior to the Automatic Exercise Date,
and subject to the provisions of Section 3.3.5 above, 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 the number of shares of Common Stock issuable
upon automatic exercise of each Warrant on the Automatic Exercise Date shall be decreased in
proportion to such decrease in outstanding shares of Common Stock.



3.5 Form of Warrant. 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.



Section 4. Transfer and Exchange of Warrants.



4.1 Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant into 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 the Company’s request.



4.2 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 a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and shall 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.


 


4









 





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



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



4.5 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Warrant Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 4.5, 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.



Section 5. Other Provisions Relating to Rights of Holders of Warrants.



5.1 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.



5.2 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 terms 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.



5.3 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 Warrant Agreement.



5.4 Registration of Common Stock. The Company agrees that, as promptly as practicable
but in no event later than thirty (30) days after the Automatic Exercise Date (the “Registration
Statement Filing Deadline”), it shall file with the SEC a registration statement (the “Registration
Statement”), for the registration under the Securities Act of 1933, as amended (the “Act”), of, and
it shall 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 automatic exercise
of the Warrants. Furthermore, if, prior to the filing of the Registration Statement with the SEC,
the Company proposes to register any of its securities (other than the Common Stock issuable upon
automatic exercise of the Warrants) under the Act, whether or not for sale for its own account
(other than pursuant to Form S-4 or Form S-8 or any successor or similar forms), the Company shall
use such registration statement for the registration under the Act of all of the shares of Common
Stock issuable upon automatic exercise of the Warrants, and such


 


5









 




registration statement shall be
deemed the Registration Statement for purposes of this Section 5.4. Upon filing of the Registration Statement, the Company shall take all additional
actions necessary or appropriate to cause the Registration Statement to become and to remain
effective, and to cause a current prospectus to be and remain available for delivery in connection
with such Common Stock. The Company will take all actions necessary or appropriate to cause the
Common Stock issuable upon automatic exercise of the Warrants to become listed on a
nationally-recognized exchange on the 180th day following the Automatic Exercise Date.
In addition, the Company agrees to use commercially reasonable efforts to register such securities
under the blue sky laws of the states of residence of the exercising Warrant holders to the extent
an exemption is not available. The Company agrees to make a payment to each holder of such shares
of Common Stock in an amount equal to $0.12 per share of Common Stock held by such holder if, and
only if, it fails to timely file with the SEC the Registration Statement by the Registration
Statement Filing Deadline. Such payment, if any, shall be made by no later than thirty (30) days
after the Registration Statement Filing Deadline. The Company further agrees to make an additional
payment to each holder of such shares of Common Stock in an amount equal to $0.18 per share of
Common Stock held by such holder on the 180th day following the Automatic Exercise Date,
if, and only if, on such date the Registration Statement is not effective. Such payment shall only
be made to holders of Common Stock issued upon automatic exercise of the Warrants who held such
shares of Common Stock as of the Automatic Exercise Date, and only with respect to the number of
shares of Common Stock issued upon automatic exercise of the Warrants held by such holders as of
the date such additional payment, if any, becomes due. Such payments shall be in addition to all
other rights and remedies of the holders of the Warrants or the Common Stock issuable upon
automatic exercise of the Warrants in connection with the Company’s covenants under this Agreement,
including the right to seek specific performance of the covenants set forth in this Section 5.4 and
to seek all other remedies at law or in contract in connection with a breach of such covenants.




Section 6. Concerning the Warrant Agent and Other Matters.



6.1 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 of Common Stock.




6.2 Resignation, Consolidation, or Merger of Warrant Agent.




6.2.1 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,
her or its Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for


 


6









 






the County of New York for the appointment
of a successor Warrant Agent. 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 have its principal office in the Borough of Manhattan, City and State of New York, and
be authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authorities. 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.




6.2.2 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.




6.2.3 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 Warrant Agreement without any further act on the
part of the Company or the Warrant Agent.




6.3 Fees and Expenses of Warrant Agent.




6.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable
remuneration for its services as Warrant Agent hereunder as set forth on Exhibit B
hereto 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.




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


 


7









 






6.4 Liability of Warrant Agent.




6.4.1 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 Chief Executive Officer, Chairman of the Board
or President 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 Warrant Agreement.




6.4.2 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 Warrant Agreement, except as a result of the Warrant Agent’s negligence, willful
misconduct or bad faith.




6.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect
to the validity of this Warrant 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 Warrant 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 Warrant Agreement or any Warrant or as to whether any shares of Common
Stock will when issued be valid and fully paid and non-assessable.



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



Section 7. Miscellaneous Provisions.



7.1 Successors. All the covenants and provisions of this Warrant 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.


 


8









 





7.2 Notices. Any notice or other communication required or which may be given
hereunder shall be in writing and shall be sent by certified or registered mail, by private
national courier service (return receipt requested, postage prepaid), by personal delivery or by
facsimile transmission. Such notice or communication shall be deemed given (a) if mailed, two days
after the date of mailing, (b) if sent by national courier service, one business day after being
sent, (c) if delivered personally, when so delivered, or (d) if sent by facsimile transmission, on
the second business day after such facsimile is transmitted, in each case as follows:




If to the Warrant Agent, to:




Continental Stock Transfer & Trust Company

17 Battery Place, 8th Floor

New York, New York 10004

Attn: Compliance Department

Fax: (212) 616-7620




If to the Company, to:




Western Liberty Bancorp

1370 Avenue of the Americas, 28th Floor

New York, New York 10019

Attn: George A. Rosenbaum, Jr., Chief Financial Officer

Fax: (212) 445-7800




With a copy to:




Proskauer Rose LLP

1585 Broadway

New York, New York 10036-8299

Attn: Jeffrey A. Horwitz, Esq.

Fax: (212) 969-2900



7.3 Applicable Law. The validity, interpretation, and performance of this Warrant
Agreement and of the Warrants shall be governed in all respects by the laws of the State of New
York, without giving effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Warrant 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 inconvenient 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.



7.4 Waiver of Trial by Jury. Each party hereto hereby irrevocably and unconditionally
waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or relating to this Warrant
Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation,
administration, performance or enforcement hereof.



7.5 Persons Having Rights under this Warrant Agreement. Nothing in this Warrant
Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation, other than the
parties hereto and the registered holders of the Warrants, any right, remedy or claim under or by
reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement
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
their successors and assigns and of the registered holders of the Warrants.


 


9









 





7.6 Examination of the Warrant Agreement. A copy of this Warrant 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, her or its Warrant for inspection.



7.7 Counterparts; Facsimile Signatures. This Warrant Agreement may be executed in any
number of counterparts, and each of such counterparts shall, for all purposes, be deemed to be an
original, and all such counterparts shall together constitute one and the same instrument.
Facsimile signatures shall constitute original signatures for all purposes of this Warrant
Agreement.



7.8 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.



7.9 Amendments. This Warrant 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 Warrant 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, shall require the
written consent of each of the registered holders of a majority of the then outstanding Warrants.



7.10 Severability. This Warrant 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 Warrant 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 Warrant Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.



7.11 Effective Date; Operative Date. This Warrant Agreement shall be deemed effective
upon the execution hereof; provided, however, that the amendments to the Prior Warrant Agreement
contained in this Warrant Agreement will not be operative until (i) receipt by the Warrant Agent
and the Company of (x) the consent of the applicable registered holder(s) of each Consenting
Holder’s Warrants to the amendments to the Prior Warrant Agreement as set forth in this Warrant
Agreement and (y) certification to the Warrant Agent and the Company from such registered holder(s)
as to the positions held by each of the Consenting Holders, (ii) receipt by the Company of final
regulatory approval of the Acquisition from the Federal Deposit Insurance Corporation, the Nevada
Division of Financial Institutions and the Federal Reserve Board, which shall not occur later than
October 12, 2010, and (iii) the consummation of the Acquisition; provided further, however, that
the amendments to the Prior Warrant Agreement contained in this Warrant Agreement will not become
operative unless all of the conditions set forth in the preceding proviso are satisfied on or
before November 12, 2010, which is the date on which the Service1st Merger Agreement may
expire or be terminated by either party thereto (the
“Expiration Date”), unless each of Service1st and the Company agree to extend the
duration of the Service1st Merger Agreement to another date, in which case the
Expiration Date shall be extended to such date. For the avoidance of any doubt, none of the terms
of this Warrant Agreement shall supersede, amend or replace in any manner whatsoever any term of
the Prior Warrant Agreement until such time as the conditions set forth in subsections (i), (ii)
and (iii) of this Section 7.11 have been satisfied, which must occur before the Expiration Date,
and this Agreement shall not become operative at any time or for any reason whatsoever if the
condition set forth in subsection (ii) does not occur on or prior to October 12, 2010.



[Remainder of page intentionally left blank; signature page immediately follows.]



 


10









 





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



	 	 	 	 	 
	 	WESTERN LIBERTY BANCORP

 	 
	 	By:  	 	 
	 	 	Name:  	Daniel B. Silvers 	 
	 	 	Title:  	President 	 
	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	Steven Nelson 	 



 


 









 





EXHIBIT A




LEGEND




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


 









 





 EXHIBIT B




CONSENT OF HOLDER




TO ACTION WITHOUT A MEETING




(Participant Letterhead)




September [_____], 2010




The Depository Trust Company

55 Water Street

New York, NY 10041

Attn: Proxy Department





	RE:	 	Western Liberty Bancorp Warrants (CUSIP Number 961443 116) 
DTC Participant Number [_____]





Dear Partner:



Please have your nominee, Cede & Co., sign the attached Consent of Holder (the “Consent”) in order
to enable our customer to exercise the right to act by written consent prior to October 12, 2010
with respect to [_____] of the above-mentioned warrants credited to our DTC Participant account on
the date hereof.



In addition to acknowledging that this request is subject to the indemnification provided for in
DTC Rule 6, the undersigned certifies to DTC and Cede & Co., that the information and facts set
forth in the attached Consent are true and correct, including the number of warrants credited to
our DTC Participant account that are beneficially owned by our customer.



Please make the Consent available for pick-up by (insert name of firm or person responsible for
picking up documents from DTC). Or Federal Express to [Address & contact at Participant].



Our Federal Express account number is                                         




Very truly yours,




[Insert name of Participant]


BY: [manual signature of authorized person]




[Type signer’s name]




[Type signer’s title]




Medallion Stamp


 


 









 





EXHIBIT C




Cede & Co.

C/o The Depository Trust Company

55 Water Street

New York, NY 10041




September [_____], 2009




Western Liberty Bancorp

1370 Avenue of the Americas

New York, NY 10019

George A. Rosenbaum, Jr., Chief Financial Officer




Attention: Mr. George A. Rosenbaum, Jr.



Cede & Co., the nominee of The Depository Trust Company (“DTC”), is a holder of record of warrants
(CUSIP number 961443 116) of Western Liberty Bancorp (the “Company”). DTC is informed by its
Participant [                    ] (the “Participant”),
that as of September [_____], 2010, [                    ] of such
warrants (the “Warrants”) were credited to the Participant’s DTC [_____] account and beneficially
owned by [                    ] (the “Beneficial Holder”), a customer of Participant.



At the request of Participant, on behalf of the Beneficial Holder, Cede & Co., as a holder of
record of the Warrants, hereby consents without a meeting, without prior notice and without a vote,
at the direction of the Beneficial Holder, to the amendments to the Amended and Restated Warrant
Agreement, dated as of July 20, 2009, as amended by the Amendment No. 1 to Amended and Restated
Warrant Agreement, dated as of October 7, 2009 (together, the “Warrant Agreement”), each between
the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”),
as set forth in the Second Amended and Restated Warrant Agreement between the Company and the Warrant Agent.



This consent shall expire automatically if the foregoing amendment is not executed and delivered by
the Company and the Warrant Agent by the close of business on October 12, 2010.



Pursuant to the Warrant Agreement, the above-proposed action may be adopted by the consent of the
holder(s) of a majority of the outstanding warrants of the Company which are outstanding at the
time such action is taken.



While Cede & Co, is furnishing this consent as the warrant holder of record of the Warrants, it
does so at the request of Participant and only as a nominal party for the true party in interest,
the Beneficial Holder. Cede & Co., has no interest in this matter other than to take those steps
which are necessary to ensure that the Beneficial Holder is not denied its rights as the beneficial
owner of the Warrants, and Cede & Co., assumes no further responsibility in this matter.







			
	 	 	Very truly yours,

Cede & Co

 
	Dated:                     
	 	BY:           (Partner)