EXHIBIT
      4.5

     

    


     

    WARRANT
      AGREEMENT

    


    This
      Warrant Agreement (this “Agreement”) is made as of _________, 2007, by and
      between FMG Acquisition Corp., a Delaware corporation having its principal
      place
      of business at Four Forest Park, Farmington, CT 06032 (“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”).

     

    WHEREAS,
      the Company is engaged in a public offering (the “Public Offering”) of Units
      (“Units”) and, in connection therewith, has determined to issue and deliver up
      to (i) 5,175,000 Warrants (the “Public Warrants”) to the public investors, each
      of such Public Warrants evidencing the right of the holder thereof to purchase
      one share of common stock, par value $.0001 per share, of the Company’s Common
      Stock (“Common Stock”) for $6.00, subject to adjustment as described herein and
      (ii) 450,000 Warrants to Pali Capital, Inc. (“Pali”) as representative of the
      underwriters (the “Underwriters”) or its designees (the “Underwriter’s
      Warrants”), with each of such Underwriter’s Warrants evidencing the right of the
      holder thereof to purchase one share of Common Stock for $6.00, subject to
      adjustment as described herein;

     

    WHEREAS,
      immediately prior to the completion of the Public Offering, the Company shall
      sell and issue 1,250,000 Warrants in a private placement (the “Private
      Warrants”) pursuant to that certain Subscription Agreement dated May 22, 2007
      (the “Subscription Agreement”), each of such Private Warrants evidencing the
      right of the holder thereof (the “Initial Purchaser”) to purchase one share of
      Common Stock (the Public Warrants, the Underwriter’s Warrants and the Private
      Warrants are collectively referred to herein as the “Warrants”);

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    2.  Warrants.

     

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

     

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

     

    2.3  Registration.

     

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

     

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

     

    2.4     
      Detachability
      of Public Warrants.
      The
      securities comprising the Units will begin to trade separately on the 90th
      trading day after the effective date of the Registration Statement unless Pali
      informs the Company of its decision to allow earlier trading (the “Detachment
      Date”), provided that in no event will Pali allow the separate trading of the
      securities comprising the Units until (i) the Company files with the SEC a
      Current Report on Form 8-K, which includes an audited balance sheet reflecting
      the receipt by the Company of the gross proceeds of the sale of the Private
      Warrants and the Public Offering, including the proceeds received by the Company
      from the exercise of the Underwriters' over-allotment option, if the
      over-allotment option is exercised prior to the filing of the Form 8-K, (ii)
      the
      Company issues a press release and files with the SEC a Current Report on Form
      8-K announcing when such separate trading will begin, and (iii) the date on
      which separate trading begins is a business day following the earlier to occur
      of the exercise of the Underwriters’ over-allotment option or its exercise in
      full (as described more fully in the Registration Statement).

     

    
      
        
        

      

      
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    3.  Terms
      and Exercise of Warrants.

     

    3.1  Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and this Warrant
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at the price of $6.00 per whole share, subject to the
      adjustments provided in this Section 3.1 and Section 4 hereof. The term “Warrant
      Price” as used in this Warrant Agreement refers to the price per share at which
      Common Stock may be purchased at the time a Warrant is exercised. The Company
      in
      its sole discretion may lower the Warrant Price at any time prior to the
      Expiration Date for a period of not less than ten business days, provided that
      any such reduction shall be identical among all of the Warrants.

     

    3.2  Duration
      of Warrants.
      

    


     

    3.2.1  Public
      Warrants and Underwriter’s Warrants.
      A
      Public Warrant or Underwriter’s Warrant may be exercised only during the period
      commencing on the later of: (i) the consummation by the Company of a merger,
      capital stock exchange, asset acquisition or other similar business combination
      (as described more fully in the Registration Statement, “Business Combination”),
      or (ii) [ ], 2008, and terminating at 5:00 p.m., New York City time on the
      earlier to occur of (x) [ ], 2011 or (y) the date fixed for redemption of the
      Warrants as provided in Section 6 of this Agreement. Notwithstanding the
      foregoing, no Public Warrant or Underwriter’s Warrant shall be exercisable
      unless, at the time of exercise, a registration statement relating to the Common
      Stock issuable upon the exercise of such Public Warrant or Underwriter’s Warrant
      is effective and current and a prospectus is available for use by the holders
      thereof and the Common Stock has been qualified or deemed to be exempt under
      the
      securities laws of the state of residence of the holder of such Public Warrants
      or Underwriter’s Warrants.

     

    3.2.2  Private
      Warrants.
      A
      Private Warrant may be exercised only during the period following consummation
      of a Business Combination by the Company and terminating at 5:00 p.m., New
      York
      City time on the earlier to occur of (x) [ ], 2011 or (y) the date fixed for
      redemption of the Warrants as provided in Section 6 of this Agreement. The
      Private Warrants are not subject to redemption so long as they are held by
      their
      initial purchasers or their permitted designees. The Private Warrants may not
      be
      sold, assigned or transferred prior to the 90th
      day
      following consummation of a Business Combination

     

    3.2.3  General.
      The
      period during which a Warrant may be exercised shall be deemed the “Exercise
      Period” and the termination of such Exercise Period shall be deemed the
“Expiration Date”. Except with respect to the right to receive the Redemption
      Price (as set forth in Section 6 hereunder), each Warrant not exercised on
      or
      before the Expiration Date shall become void, and all rights thereunder and
      all
      rights in respect thereof under this Agreement shall cease at the close of
      business on the Expiration Date. The Company in its sole discretion may extend
      the duration of the Warrants by delaying the Expiration Date; provided, however,
      the Company will provide notice to registered holders of the Warrants of such
      extension of not less than 20 days and, further provided that any such extension
      shall be identical in duration among all of the Warrants. 

     

    
      
        
        

      

      
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    3.3  Exercise
      of Warrants.

     

    3.3.1  Payment.
      Subject
      to the provisions of the Warrants and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the subscription form, as set forth in the Warrant, duly
      executed by paying in full, in lawful money of the United States, in cash,
      good
      certified check or good bank draft payable to the order of the Company, the
      Warrant Price for each full share of Common Stock as to which the Warrant is
      exercised and any and all applicable taxes due in connection with the exercise
      of the Warrant, the exchange of the Warrant for the Common Stock and the
      issuance of the Common Stock;
      provided, however,
      if the
      Warrants have been called for redemption,
      the
      Company may, in its sole discretion, require any holder that wishes to exercise
      any portion of their Warrant called for redemption to do so on a “cashless
      basis”
      by
      surrendering his or her Warrant for that number of shares of Common Stock equal
      to the quotient obtained by dividing (x) the product of the number of shares
      of
      Common Stock underlying the Warrant, multiplied by the difference between the
      Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market
      Value. The “Fair Market Value” shall mean the average reported last sale price
      of the Common Stock for the 10 trading days ending on the third business day
      prior to the date
      on
      which notice of redemption is sent to holders of the Warrant pursuant to Section
      6 hereof. 

     

    3.3.2  Exercise
      of Private Warrant.
      Notwithstanding anything contained herein to the contrary, the Private Warrant
      may, at any time, provided that at the time of exercise they are held by the
      original purchaser thereof or its permitted assigns, be exercised by
      surrendering such Private Warrant for that number of shares of Common Stock
      equal to the quotient obtained by dividing (x) the product of the number of
      shares of Common Stock underlying the Warrant, multiplied by the difference
      between the Warrant Price and the “FMV” (defined below) by (y) the FMV. The
“FMV” shall mean the average reported last sale price of the Common Stock for
      the 10 trading days ending on the third business day prior to the date on which
      notice of exercise is received by the Company. 

     

    3.3.3  Issuance
      of Certificates.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant a certificate or certificates for the number of full
      shares of Common Stock to which he, she or it is entitled, registered in such
      name or names as may be directed by him, her or it, and if such Warrant shall
      not have been exercised in full, a new countersigned Warrant for the number
      of
      shares as to which such Warrant shall not have been exercised. Notwithstanding
      the foregoing, the Company shall not be obligated to deliver any securities
      pursuant to the exercise of a Warrant unless: (i) a registration statement
      under
      the Act with respect to the Common Stock issuable upon such exercise is
      effective or (ii) in the opinion of counsel to the Company, the exercise of
      the
      Warrants is exempt from the registration requirements of the Act and such
      securities are qualified for sale or exempt from qualification under applicable
      securities laws of the states or other jurisdictions in which the registered
      holders reside. 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. In no event will the Company be required to provide the registered
      holder of a warrant with a net-cash settlement or other consideration in lieu
      of
      physical settlement in shares of Common Stock, regardless of whether the Common
      Stock underlying the Warrants is registered pursuant to an effective
      registration statement. Accordingly, the Warrants may expire unexercised and
      worthless if a current registration statement covering the Common Stock is
      not
      effective.

     

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

     

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

     

    
      
        
        

      

      
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    4.  Adjustments.

     

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

     

    4.2  Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassification of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

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

     

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

     

    
      
        
        

      

      
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    4.5  Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable on
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to the Warrant holder, at the last address set forth for such holder
      in
      the Warrant Register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

     

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

     

    4.7  Extraordinary
      Dividend.
      If the
      Company, at any time while the Warrants are outstanding and unexpired, shall
      pay
      a dividend in cash or securities to the holders of the Common Stock (or shares
      of the Company’s capital stock into which the Warrants are convertible), then
      upon the exercise of the Warrants, the registered holder shall be entitled
      to a
      proportionate share of any such dividend as if the shares of Common Stock
      purchased upon exercise hereof by such registered holder had been purchased
      and
      outstanding on the record date fixed for the determination of the holders of
      the
      Common Stock entitled to receive such dividend.

     

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

     

    
      
        
        

      

      
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    5.  Transfer
      and Exchange of Warrants.

     

    5.1  Transfer
      of Warrants.
      Prior
      to the Detachment Date, the Public Warrants may be transferred or exchanged
      only
      together with the Unit in which such Warrant is included, and only for the
      purpose of effecting, or in conjunction with, a transfer or exchange of such
      Unit. Furthermore, each transfer of a Unit on the register relating to such
      Units shall operate also to transfer the Warrants included in such Unit. From
      and after the Detachment Date this Section 5.1 will have no further force and
      effect.

     

    5.2  Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

     

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

     

    5.4  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.

     

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

     

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

     

    5.7  Private
      Warrants.
      Notwithstanding anything herein to the contrary, the Warrant Agent shall not
      register for transfer any Private Warrants until the 90th day after the
      consummation of a Business Combination, except for (a) transfers of Private
      Warrants resulting from the death of any of the holders thereof, (b) transfers
      by operation of law, (c) any transfer for estate planning purposes to persons
      immediately related to the transferor by blood, marriage or adoption, or (d)
      transfers to any trust solely for the benefit of such transferor and/or the
      persons described in the preceding clause, on condition that prior to such
      registration for transfer, the Warrant Agent shall be presented with written
      documentation pursuant to which each permitted transferee or the trustee or
      legal guardian for each permitted transferee agrees to be bound by the terms
      of
      the Subscription Agreement.

     

    
      
        
        

      

      
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    6.  Redemption.

     

    6.1  Redemption.
      Not
      less than all of the outstanding Public Warrants and the Underwriter’s Warrants
      may be redeemed, at the option of the Company, at any time after they become
      exercisable and prior to their expiration, at the office of the Warrant Agent,
      upon the notice referred to in Section 6.3, at the price of $.01 per Warrant
      (“Redemption Price”), provided that the last sales price of the Common Stock has
      been equal to or greater than $11.50 per share, on each of twenty (20) trading
      days within any thirty (30) trading day period ending on the third business
      day
      prior to the date on which notice of redemption is given. Notwithstanding the
      foregoing, the Registration Statement must be current in order for the Company
      to exercise its redemption rights pursuant to this Section 6. The provisions
      of
      this Section 6.1 may not be modified, amended or deleted without the prior
      written consent of Pali. The Private Warrants are not subject to this Section
      6
      provided they are held by the initial purchasers thereof, or their permitted
      designees.

     

    6.2  Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption. Notice of redemption shall be mailed by first
      class mail, postage prepaid, by the Company not less than 30 days prior to
      the
      date fixed for redemption to the registered holders of the Warrants to be
      redeemed at their last addresses as they shall appear on the Warrant Register.
      Any notice mailed in the manner herein provided shall be conclusively presumed
      to have been duly given whether or not the registered holder received such
      notice.

     

    6.3  Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Warrant Agreement
      at any time after notice of redemption shall have been given by the Company
      pursuant to Section 6.2 hereof and prior to the time and date fixed for
      redemption. On and after the redemption date, the record holder of the Warrants
      shall have no further rights except to receive, upon surrender of the Warrants,
      the Redemption Price.

     

    6.4  Outstanding
      Warrants Only.
      The
      Company understands the redemption rights provided for by this Section 6 apply
      only to outstanding Warrants. To the extent a person holds rights to purchase
      Warrants, such purchase rights shall not be extinguished by redemption. However,
      once such purchase rights are exercised, the Company may redeem the Warrants
      issued upon such exercise provided that the criteria for redemption are met,
      including the opportunity of the Warrant holder to exercise prior to redemption
      pursuant to Section 6.3. The provisions of this Section 6.4 may not be modified,
      amended or deleted without the prior written consent of Pali.

     

    6.5  Exclusion
      of Private Warrants.
      The
      Company understands that the redemption rights provided for by this Section
      6 do
      not apply to the Private Warrants if at the time of redemption such warrants
      continue to be held by the Initial Purchaser or its permitted assigns. However,
      once such Private Warrants are transferred other than to any permitted assign,
      the Company may redeem the Private Warrants, provided that the criteria for
      redemption are met, including the opportunity of the Warrant holder to exercise
      prior to redemption pursuant to Section 6.3.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    7.3  Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued shares of Common Stock sufficient to permit the exercise in full
      of
      all outstanding Warrants issued pursuant to this Warrant Agreement.

     

    7.4  Registration
      of Common Stock.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      file with the SEC a post-effective amendment to the Registration Statement,
      or a
      new registration statement, for the registration, under the Act, of the Common
      Stock issuable upon exercise of the Warrants, 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 exercise of
      the
      Warrants. In either case, the Company will use its best efforts to cause the
      same to become effective on or prior to the commencement of the Exercise Period
      and to use its best efforts to maintain the effectiveness of such registration
      statement until the expiration of the Warrants in accordance with the provisions
      of this Warrant Agreement; provided, however, the Company shall not be obligated
      to deliver Common Stock and shall not have penalties for failure to deliver
      Common Stock if a registration statement is not effective at the time of
      exercise by the holder. In addition, the Company agrees to use its 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 provisions of this Section 7.4 may not be modified, amended
      or
      deleted without the prior written consent of Pali. Notwithstanding the
      foregoing, a Warrant can expire unexercised regardless of whether a registration
      statement is current under the Act with respect to the Common Stock issuable
      upon exercise of the Warrants. In no event will the registered holder of a
      warrant be entitled to receive a net-cash settlement or shares of Common Stock
      or other consideration as of result of the Company's non-compliance with this
      Section 7.4.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.  Concerning
      the Warrant Agent and Other Matters.

     

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

     

    8.2  Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1  Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent. Any
      successor Warrant Agent, whether appointed by the Company or by such court,
      shall be a corporation organized and existing under the laws of the State of
      New
      York, in good standing and having its principal office in the Borough of
      Manhattan, City and State of New York, and authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authority. After appointment, any successor Warrant Agent
      shall
      be vested with all the authority, powers, rights, immunities, duties, and
      obligations of its predecessor Warrant Agent with like effect as if originally
      named as Warrant Agent hereunder, without any further act or deed; but if for
      any reason it becomes necessary or appropriate, the predecessor Warrant Agent
      shall execute and deliver, at the expense of the Company, an instrument
      transferring to such successor Warrant Agent all the authority, powers, and
      rights of such predecessor Warrant Agent hereunder; and upon request of any
      successor Warrant Agent the Company shall make, execute, acknowledge, and
      deliver any and all instruments in writing for more fully and effectually
      vesting in and confirming to such successor Warrant Agent all such authority,
      powers, rights, immunities, duties, and obligations.

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8.3  Fees
      and Expenses of Warrant Agent.

     

    8.3.1  Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder as set forth on Exhibit
      C
      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.

     

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

     

    8.4  Liability
      of Warrant Agent.

     

    8.4.1  Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the Chief Executive Officer or Chief
      Operating Officer 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.

     

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

     

    8.4.3  Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      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 nonassessable.

     

    8.5  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.

     

    8.6  Waiver.
      The
      Warrant Agent hereby waives any and all right, title, interest or claim of
      any
      kind (“Claim”) in or to any distribution of the Trust Account (as defined in
      that certain Investment Management Trust Agreement, dated as of the date hereof,
      by and between the Company and the Warrant Agent as trustee thereunder), and
      hereby agrees not to seek recourse, reimbursement, payment or satisfaction
      for
      any Claim against the Trust Account for any reason whatsoever.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    9.  Miscellaneous
      Provisions.

     

    9.1  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.

     

    9.2  Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or by private national courier
      service, or be mailed, certified or registered mail, return receipt requested,
      postage prepaid, and shall be deemed given when so delivered personally or,
      if
      sent by private national courier service, on the next business day after
      delivery to the courier, or, if mailed, two business days after the date of
      mailing, as follows:

     

    FMG
      Acquisition Corp.

    Four
      Forest Park

    Farmington,
      CT 06032

    Attn:
      Gordon Pratt, Chief Executive Officer and President

     

    Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the holder of any Warrant or by the Company to or on the Warrant Agent
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service five days after deposit
      of such notice, postage prepaid, addressed (until another address is filed
      in
      writing by the Warrant Agent with the Company), as follows:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      [
      ]

     

    with
      a
      copy in each case to:

    


    Kramer
      Levin Naftalis & Frankel LLP

    1177
      Avenue of the Americas

    New
      York,
      New York 10036

    Attn:
      Christopher S. Auguste, Esq.

     

    and

    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Douglas Ellenoff, Esq.

     

    and

    Pali
      Capital, Inc.

    650
      Fifth
      Avenue, 6th
      floor


    New
      York,
      New York 10019

    Attn:
      R.
      Michael Powell, Managing Director

     

    
      
        
        

      

      
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    9.3  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.

     

    9.4  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 and, for the purposes of Sections 6.1, 6.4,
      7.4, 9.2 and 9.8 hereof, Pali, any right, remedy, or claim under or by reason
      of
      this Warrant Agreement or of any covenant, condition, stipulation, promise,
      or
      agreement hereof. Pali shall be deemed to be a third-party beneficiary of this
      Warrant Agreement with respect to Sections 6.1, 6.4, 7.4, 9.2 and 9.8 hereof.
      All covenants, conditions, stipulations, promises, and agreements contained
      in
      this Warrant Agreement shall be for the sole and exclusive benefit of the
      parties hereto (and Pali with respect to the Sections 6.1, 6.4, 7.4, 9.2 and
      9.8
      hereof) and their successors and assigns and of the registered holders of the
      Warrants.

     

    9.5  Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent in the Borough of Manhattan, City and State of New York,
      for
      inspection by the registered holder of any Warrant. The Warrant Agent may
      require any such holder to submit his Warrant for inspection by it.

     

    9.6  Counterparts.
      This
      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 but one and the same
      instrument.

     

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

     

    9.8  Amendments.
      This
      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, including any amendment to
      increase the Warrant Price or shorten the Exercise Period, shall require the
      written consent of each of Pali and the registered holders of a majority of
      the
      then outstanding Warrants. Notwithstanding the foregoing, the Company may lower
      the Warrant Price or extend the duration of the Exercise Period in accordance
      with Sections 3.1 and 3.2, respectively, without such consent.

     

    9.9  Severability.
      This
      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.

     

    [remainder
      of document continued on next page]

     

    
      
        
        

      

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

     

    


    
      	
              Attest:_____________________________

               

               

               

               

            	
              FMG
                ACQUISITION CORP.

               

              By:
                __________________________________

              Gordon
                Pratt

              Chief
                Executive Officer

            
	
              Attest:_____________________________

               

            	
              CONTINENTAL
                STOCK TRANSFER & TRUST COMPANY

               

              By:
                __________________________________

              Name:

              Title: