Unassociated Document


    EXHIBIT
      4.4

     

    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) PALI CAPITAL, INC. ("PALI"), OR AN UNDERWRITER OR A SELECTED DEALER
      IN
      CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF PALI
      OR
      OF ANY SUCH UNDERWRITER OR SELECTED DEALER. 

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY
      FMG
      ACQUISITION CORP. ("COMPANY") OF A SHARE CAPITAL EXCHANGE, ASSET ACQUISITION
      OR
      OTHER SIMILAR BUSINESS COMBINATION ("BUSINESS COMBINATION") (AS DESCRIBED MORE
      FULLY IN THE COMPANY'S REGISTRATION STATEMENT (DEFINED HEREIN)) OR ___________,
      2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2012.


     

    UNIT
      PURCHASE OPTION 

    FOR
      THE PURCHASE OF 

    450,000
      UNITS 

    OF
      

    FMG
      ACQUISITION CORP. 

    


    1.  PURCHASE
      OPTION. 

     

    THIS
      CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of
Pali
      or
      its designee ("HOLDER"), as registered owner of this Purchase Option, to FMG
      Acquisition Corp. ("COMPANY"), Holder is entitled, at any time or from time
      to
      time upon the later of the consummation of a Business Combination or
      ____________, 2008 ("COMMENCEMENT DATE"), and at or before 5:00 p.m., New York
      City local time, ____________, 2012 ("EXPIRATION DATE"), but not thereafter,
      to
      subscribe for, purchase and receive, in whole or in part, up to 450,000 units
      ("UNITS") of the Company, each Unit consisting of one share of common stock
      of
      the Company, par value $0.0001 per share ("COMMON SHARE(S)"), and one warrant
      ("WARRANT(S)") expiring four years from the effective date ("EFFECTIVE DATE")
      of
      the registration statement ("REGISTRATION STATEMENT") pursuant to which Units
      are offered for sale to the public ("OFFERING"). Each Warrant is the same as
      the
      warrants included in the Units being registered for sale to the public by way
      of
      the Registration Statement ("PUBLIC WARRANTS"), except that the exercise price
      of the Warrant is $6.00 per share. If the Expiration Date is a day on which
      banking institutions are authorized by law to close, then this Purchase Option
      may be exercised on the next succeeding day which is not such a day in
      accordance with the terms herein. During the period ending on the Expiration
      Date, the Company agrees not to take any action that would terminate the
      Purchase Option. This Purchase Option is initially exercisable at $10.00 per
      Unit so purchased; provided, however, that upon the occurrence
      of any of the events specified in Section 6 hereof, the rights granted by this
      Purchase Option, including the exercise price per Unit and the number of Units
      (and Common Shares and Warrants) to be received upon such exercise, shall be
      adjusted as therein specified. The term "Exercise Price" shall mean the initial
      exercise price or the adjusted exercise price, depending on the context.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  EXERCISE.
      

     

    2.1  EXERCISE
      FORM. In order to exercise this Purchase Option, the exercise form attached
      hereto must be duly executed and completed and delivered to the Company,
      together with this Purchase Option and payment of the Exercise Price for the
      Units being purchased payable in cash or by certified check or official bank
      check. If the subscription rights represented hereby shall not be exercised
      at
      or before 5:00 p.m., New York City local time, on the Expiration Date this
      Purchase Option shall become and be void without further force or effect, and
      all rights represented hereby shall cease and expire. 

     

    2.2  LEGEND.
      Each certificate for the securities purchased under this Purchase Option shall
      bear a legend as follows unless such securities have been registered under
      the
      Securities Act of 1933, as amended ("ACT"): 

     

    "The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended ("Act") or applicable state law. The
      securities may not be offered for sale, sold or otherwise transferred except
      pursuant to an effective registration statement under the Act, or pursuant
      to an
      exemption from registration under the Act and applicable state law."


     

    2.3  CASHLESS
      EXERCISE. 

     

    2.3.1  DETERMINATION
      OF AMOUNT. In lieu of the payment of the Exercise Price multiplied by the number
      of Units for which this Purchase Option is exercisable (and in lieu of being
      entitled to receive Common Shares and Warrants) in the manner required by
      Section 2.1, the Holder shall have the right (but not the obligation) to convert
      any exercisable but unexercised portion of this Purchase Option into Units
      (the
      "CONVERSION RIGHT") as follows: upon exercise of the Conversion Right, the
      Company shall deliver to the Holder (without payment by the Holder of any of
      the
      Exercise Price in cash) that number of Common Shares and Warrants comprising
      that number of Units equal to the quotient obtained by dividing (x) the "Value"
      (as defined below) of the portion of the Purchase Option being converted by
      (y)
      the Current Market Value (as defined below) of the portion of the Purchase
      Option being converted. The "VALUE" of the portion of the Purchase Option being
      converted shall equal the remainder derived from subtracting (a) (i) the
      Exercise Price multiplied by (ii) the number of Units underlying the portion
      of
      this Purchase Option being converted from (b) the CURRENT MARKET VALUE of a
      Unit
      multiplied by the number of Units underlying the portion of the Purchase Option
      being converted. As used herein, the term "CURRENT MARKET VALUE" per Unit at
      any
      date means: (A) in the event that neither the Units nor Warrants are still
      trading, the remainder derived from subtracting (x) the exercise price of the
      Warrants multiplied by the number of Common Shares issuable upon exercise of
      the
      Warrants underlying one Unit from (y) (i) the Current Market Price of the Common
      Shares multiplied by (ii) the number of Common Shares underlying one Unit,
      which
      shall include the Common Shares underlying the Warrants included in such Unit;
      (B) in the event that the Units, Common Shares and Warrants are still trading,
      (i) if the Units are listed on a national securities exchange or quoted on
      the
      Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin Board (or
      successor such as the Bulletin Board Exchange), the last sale price of the
      Units
      in the principal trading market for the Units as reported by the exchange,
      Nasdaq or the NASD, as the case may be, on the last trading day preceding the
      date in question; or (ii) if the Units are not listed on a national securities
      exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the
      NASD OTC Bulletin Board (or successor exchange), but is traded in the residual
      over-the-counter market, the closing bid price for Units on the last trading
      day
      preceding the date in question for which such quotations are reported by the
      Pink Sheets, LLC or similar publisher of such quotations; and (C) in the event
      that the Units are not still trading but the Common Shares and Warrants
      underlying the Units are still trading, the Current Market Price of the Common
      Shares plus the product of (x) the Current Market Price of the Warrants and
      (y)
      the number of Common Shares underlying the Warrants included in one Unit. The
      "CURRENT MARKET PRICE" shall mean (i) if the Common Shares (or Warrants, as
      the
      case may be) are listed on a national securities exchange or quoted on the
      Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin Board (or
      successor such as the Bulletin Board Exchange), the last sale price of the
      Common Shares (or Warrants) in the principal trading market for the Common
      Shares as reported by the exchange, Nasdaq or the NASD, as the case may be,
      on
      the last trading day preceding the date in question; (ii) if the Common Shares
      (or Warrants, as the case may be) are not listed on a national securities
      exchange or quoted on the Nasdaq Global Market, Nasdaq Capital Market or the
      NASD OTC Bulletin Board (or successor exchange), but are traded in the residual
      over-the-counter market, the closing bid price for the Common Shares (or
      Warrants) on the last trading day preceding the date in question for which
      such
      quotations are reported by the Pink Sheets, LLC or similar publisher of such
      quotations; and (iii) if the fair market value of the Common Shares cannot
      be
      determined pursuant to clause (i) or (ii) above, such price as the Board of
      Directors of the Company shall determine, in good faith. 

     

    
      
        
        

      

      
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    2.3.2  MECHANICS
      OF CASHLESS EXERCISE. The Cashless Exercise Right may be exercised by the Holder
      on any business day on or after the Commencement Date and not later than the
      Expiration Date by delivering the Purchase Option with the duly executed
      exercise form attached hereto with the cashless exercise section completed
      to
      the Company, exercising the Cashless Exercise Right and specifying the total
      number of Units the Holder will purchase pursuant to such Cashless Exercise
      Right. 

     

    3.  TRANSFER.
      

     

    3.1  GENERAL
      RESTRICTIONS. The registered Holder of this Purchase Option, by its acceptance
      hereof, agrees that it will not sell, transfer, assign, pledge or hypothecate
      this Purchase Option for a period of one year following the Effective Date
      to
      anyone other than (i) Pali or an underwriter or a selected dealer in connection
      with the Offering, or (ii) a bona fide officer or partner of Pali or of any
      such
      underwriter or selected dealer. On and after the first anniversary of the
      Effective Date, transfers to others may be made subject to compliance with
      or
      exemptions from applicable securities laws. In order to make any permitted
      assignment, the Holder must deliver to the Company the assignment form attached
      hereto duly executed and completed, together with the Purchase Option and
      payment of all transfer taxes, if any,
      payable in connection therewith. The Company shall within five business days
      transfer this Purchase Option on the books of the Company and shall execute
      and
      deliver a new Purchase Option or Purchase Options of like tenor to the
      appropriate assignee(s) expressly evidencing the right to purchase the aggregate
      number of Units purchasable hereunder or such portion of such number as shall
      be
      contemplated by any such assignment. 

     

    3.2  RESTRICTIONS
      IMPOSED BY THE ACT. The securities evidenced by this Purchase Option shall
      not
      be transferred unless and until (i) the Company has received the opinion of
      counsel for the Holder that the securities may be transferred pursuant to an
      exemption from registration under the Act and applicable state securities laws,
      the availability of which is established to the reasonable satisfaction of
      the
      Company (the Company hereby agreeing that the opinion of Kramer Levin Naftalis
      & Frankel LLP shall be deemed satisfactory evidence of the availability of
      an exemption), or (ii) a registration statement or a post-effective amendment
      to
      the Registration Statement relating to such securities has been filed by the
      Company and declared effective by the Securities and Exchange Commission (the
      "COMMISSION") and compliance with applicable state securities law has been
      established. 

     

    4.  NEW
      PURCHASE OPTIONS TO BE ISSUED. 

     

    4.1  PARTIAL
      EXERCISE OR TRANSFER. Subject to the restrictions in Section 3 hereof, this
      Purchase Option may be exercised or assigned in whole or in part. In the event
      of the exercise or assignment hereof in part only, upon surrender of this
      Purchase Option for cancellation, together with the duly executed exercise
      or
      assignment form and except in the case of an exercise of this Purchase Option
      contemplated by Section 2.3 hereof, funds sufficient to pay any Exercise Price
      and/or transfer tax, the Company shall cause to be delivered to the Holder
      without charge a new Purchase Option of like tenor to this Purchase Option
      in
      the name of the Holder evidencing the right of the Holder to purchase the number
      of Units purchasable hereunder as to which this Purchase Option has not been
      exercised or assigned. 

     

    
      
        
        

      

      
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    4.2  LOST
      CERTIFICATE. Upon receipt by the Company of evidence satisfactory to it of
      the
      loss, theft, destruction or mutilation of this Purchase Option and of reasonably
      satisfactory indemnification or the posting of a bond, the Company shall execute
      and deliver a new Purchase Option of like tenor and date. Any such new Purchase
      Option executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company. 

     

    5.  REGISTRATION
      RIGHTS. 

     

    5.1  DEMAND
      REGISTRATION. 

     

    5.1.1  GRANT
      OF
      RIGHT. The Company, upon written demand ("INITIAL DEMAND NOTICE") of the
      Holder(s) of at least 51% of the Purchase Options and/or the underlying Units
      and/or the underlying securities ("MAJORITY HOLDERS"), agrees to register (the
      "DEMAND REGISTRATION") under the Act on one occasion, all or any portion of
      the
      Purchase Options requested by the Majority Holders in the Initial Demand Notice
      and all of the securities underlying such Purchase Options, including the Units,
      Common Shares, the Warrants and the Common Shares underlying the Warrants
      (collectively, the "REGISTRABLE SECURITIES"). On such occasion,
      the Company will file a registration statement or a post-effective amendment
      to
      the Registration Statement covering the Registrable Securities within sixty
      days
      after receipt of the Initial Demand Notice and use its best efforts to have
      such
      registration statement or post-effective amendment declared effective as soon
      as
      possible thereafter. The demand for registration may be made at any time during
      a period of five years beginning on the Effective Date. The Initial Demand
      Notice shall specify the number of shares of Registrable Securities proposed
      to
      be sold and the intended method(s) of distribution thereof. The Company will
      notify all holders of the Purchase Options and/or Registrable Securities of
      the
      demand within ten days from the date of the receipt of any such Initial Demand
      Notice. Each holder of Registrable Securities who wishes to include all or
      a
      portion of such holder's Registrable Securities in the Demand Registration
      (each
      such holder including shares of Registrable Securities in such registration,
      a
      "DEMANDING HOLDER") shall so notify the Company within fifteen (15) days after
      the receipt by the holder of the notice from the Company. Upon any such request,
      the Demanding Holders shall be entitled to have their Registrable Securities
      included in the Demand Registration, subject to Section 5.1.4. 

     

    5.1.2  EFFECTIVE
      REGISTRATION. A registration will not count as a Demand Registration until
      the
      registration statement filed with the Commission with respect to such Demand
      Registration has been declared effective and the Company has complied with
      all
      of its obligations under this Agreement with respect thereto; provided, however,
      that if, after such registration statement has been declared effective, the
      offering of Registrable Securities pursuant to a Demand Registration is
      interfered with by any stop order or injunction of the Commission or any other
      governmental agency or court, the registration statement with respect to such
      Demand Registration will be deemed not to have been declared effective, unless
      and until, (i) such stop order or injunction is removed, rescinded or otherwise
      terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter
      elect to continue the offering. 

     

    5.1.3  UNDERWRITTEN
      OFFERING. If the Majority Holders so elect and such holders so advise the
      Company as part of the Initial Demand Notice, the offering of such Registrable
      Securities pursuant to such Demand Registration shall be in the form of an
      underwritten offering. In such event, the right of any holder to include its
      Registrable Securities in such registration shall be conditioned upon such
      holder's participation in such underwriting and the inclusion of such holder's
      Registrable Securities in the underwriting to the extent provided herein. All
      Demanding Holders proposing to distribute their securities through such
      underwriting shall enter into an underwriting agreement in customary form with
      the underwriter or underwriters selected for such underwriting by the Majority
      Holders. 

     

    
      
        
        

      

      
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    5.1.4  REDUCTION
      OF OFFERING. If the managing underwriter or underwriters for a Demand
      Registration that is to be an underwritten offering advises the Company and
      the
      Demanding Holders in writing that the dollar amount or number of shares of
      Registrable Securities which the Demanding Holders desire to sell, taken
      together with all other Common Shares or other securities which the Company
      desires to sell and the Common Shares, if any, as to which registration has
      been
      requested pursuant to written contractual piggy-back registration rights held
      by
      other shareholders of the Company who desire to sell, exceeds the maximum dollar
      amount or maximum number of shares that can be sold in such offering without
      adversely affecting the proposed offering price, the timing, the distribution
      method, or the probability of success of such offering (such maximum dollar
      amount or maximum number of shares, as applicable,
      the "MAXIMUM NUMBER OF SHARES"), then the Company shall include in such
      registration: (i) first, the Registrable Securities as to which Demand
      Registration has been requested by the Demanding Holders (pro rata in accordance
      with the number of shares that each such Person has requested be included in
      such registration, regardless of the number of shares held by each such Person
      (such proportion is referred to herein as "PRO RATA")) that can be sold without
      exceeding the Maximum Number of Shares; (ii) second, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clause (i),
      the Common Shares or other securities that the Company desires to sell that
      can
      be sold without exceeding the Maximum Number of Shares; (iii) third, to the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (i) and (ii), the Common Shares or other securities
      registrable pursuant to the terms of the Registration Rights Agreement between
      the Company and the initial investors in the Company, dated as of ____________,
      2007 (the "REGISTRATION RIGHTS AGREEMENT" and such registrable securities,
      the
      "INVESTOR SECURITIES") as to which "piggy-back" registration has been requested
      by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum
      Number of Shares; and (iv) fourth, to the extent that the Maximum Number of
      Shares have not been reached under the foregoing clauses (i), (ii), and (iii),
      the Common Shares or other securities for the account of other persons that
      the
      Company is obligated to register pursuant to written contractual arrangements
      with such persons and that can be sold without exceeding the Maximum Number
      of
      Shares. 

     

    5.1.5  WITHDRAWAL.
      If a majority-in-interest of the Demanding Holders disapprove of the terms
      of
      any underwriting or are not entitled to include all of their Registrable
      Securities in any offering, such majority-in-interest of the Demanding Holders
      may elect to withdraw from such offering by giving written notice to the Company
      and the underwriter or underwriters of their request to withdraw prior to the
      effectiveness of the registration statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in Section 5.1. 

     

    5.1.6  TERMS.
      The Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities, but the Holders shall pay any and all underwriting commissions.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such states as are reasonably requested by the
      Majority Holder(s); provided, however, that in no event shall the Company be
      required to register the Registrable Securities in a state in which such
      registration would cause (i) the Company to be obligated to qualify to do
      business in such state, or would subject the Company to taxation as a foreign
      corporation doing business in such jurisdiction or (ii) the principal
      shareholders of the Company to be obligated to escrow their shares of share
      capital of the Company. The Company shall cause any registration statement
      or
      post-effective amendment filed pursuant to the demand rights granted under
      Section 5.1.1 to remain effective for a period of nine consecutive months from
      the effective date of such registration statement or post-effective amendment.
      

     

    
      
        
        

      

      
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    5.2  PIGGY-BACK
      REGISTRATION. 

     

    5.2.1  PIGGY-BACK
      RIGHTS. If at any time during the seven year period commencing on the Effective
      Date the Company proposes to file a registration statement under the Act with
      respect to an offering of equity securities, or securities or other obligations
      exercisable or exchangeable for, or convertible into, equity securities, by
      the
      Company for its own account or for shareholders of the Company for their account
      (or by the Company and by shareholders of the Company including, without
      limitation, pursuant to Section 5.1), other than a registration statement (i)
      filed in connection with any employee share option or other benefit plan, (ii)
      for an exchange offer or offering of securities solely to the Company's existing
      shareholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then the
      Company shall (x) give written notice of such proposed filing to the holders
      of
      Registrable Securities as soon as practicable but in no event less than ten
      (10)
      days before the anticipated filing date, which notice shall describe the amount
      and type of securities to be included in such offering, the intended method(s)
      of distribution, and the name of the proposed managing underwriter or
      underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a "PIGGY-BACK
      REGISTRATION"). The Company shall cause such Registrable Securities to be
      included in such registration and shall use its best efforts to cause the
      managing underwriter or underwriters of a proposed underwritten offering to
      permit the Registrable Securities requested to be included in a Piggy-Back
      Registration on the same terms and conditions as any similar securities of
      the
      Company and to permit the sale or other disposition of such Registrable
      Securities in accordance with the intended method(s) of distribution thereof.
      All holders of Registrable Securities proposing to distribute their securities
      through a Piggy-Back Registration that involves an underwriter or underwriters
      shall enter into an underwriting agreement in customary form with the
      underwriter or underwriters selected for such Piggy-Back Registration.


     

    5.2.2  REDUCTION
      OF OFFERING. If the managing underwriter or underwriters for a Piggy-Back
      Registration that is to be an underwritten offering advises the Company and
      the
      holders of Registrable Securities in writing that the dollar amount or number
      of
      Common Shares which the Company desires to sell, taken together with Common
      Shares, if any, as to which registration has been demanded pursuant to written
      contractual arrangements with persons other than the holders of Registrable
      Securities hereunder, the Registrable Securities as to which registration has
      been requested under this Section 5.2, and the Common Shares, if any, as to
      which registration has been requested pursuant to the written contractual
      piggy-back registration rights of other shareholders of the Company, exceeds
      the
      Maximum Number of Shares, then the Company shall include in any such
      registration: 

     

    (a) If
      the
      registration is undertaken for the Company's account: (A)
      first, the Common Shares or other securities that the Company desires to sell
      that can be sold without exceeding the Maximum Number of Shares; (B) second,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (A), the Common Shares or other securities, if any, comprised
      of Registrable Securities and Investor Securities, as to which registration
      has
      been requested pursuant to the applicable written contractual piggy-back
      registration rights of such security holders, Pro Rata, that can be sold without
      exceeding the Maximum Number of Shares; and (C) third, to the extent that the
      Maximum Number of shares has not been reached under the foregoing clauses (A)
      and (B), the Common Shares or other securities
      for the account of other persons that the Company is obligated to register
      pursuant to written contractual piggy-back registration rights with such persons
      and that can be sold without exceeding the Maximum Number of Shares;


     

    
      
        
        

      

      
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    (b) If
      the
      registration is a "demand" registration undertaken at the demand of holders
      of
      Investor Securities, (A) first, the Common Shares or other securities for the
      account of the demanding persons, Pro Rata, that can be sold without exceeding
      the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clause (A), the Common Shares
      or other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; (C) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses (A)
      and (B), the shares of Registrable Securities, Pro Rata, as to which
      registration has been requested pursuant to the terms hereof, that can be sold
      without exceeding the Maximum Number of Shares; and (D) fourth, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clauses (A), (B) and (C), the Common Shares or other securities for the account
      of other persons that the Company is obligated to register pursuant to written
      contractual arrangements with such persons, that can be sold without exceeding
      the Maximum Number of Shares; and 

     

    (c) If
      the
      registration is a "demand" registration undertaken at the demand of persons
      other than either the holders of Registrable Securities or of Investor
      Securities, (A) first, the Common Shares or other securities for the account
      of
      the demanding persons that can be sold without exceeding the Maximum Number
      of
      Shares; (B) second, to the extent that the Maximum Number of Shares has not
      been
      reached under the foregoing clause (A), the Common Shares or other securities
      that the Company desires to sell that can be sold without exceeding the Maximum
      Number of Shares; (C) third, to the extent that the Maximum Number of Shares
      has
      not been reached under the foregoing clauses (A) and (B), collectively the
      Common Shares or other securities comprised of Registrable Securities and
      Investor Securities, Pro Rata, as to which registration has been requested
      pursuant to the terms hereof and of the Registration Rights Agreement, as
      applicable, that can be sold without exceeding the Maximum Number of Shares;
      and
      (D) fourth, to the extent that the Maximum Number of Shares has not been reached
      under the foregoing clauses (A), (B) and (C), the Common Shares or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual arrangements with such persons, that
      can be sold without exceeding the Maximum Number of Shares. 

     

    5.2.3  WITHDRAWAL.
      Any holder of Registrable Securities may elect to withdraw such holder's request
      for inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the registration statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the registration statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the holders of Registrable Securities in connection with such Piggy-Back
      Registration as provided in Section 5.2.4. 

     

    5.2.4  TERMS.
      The Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities but the Holders shall pay any and all underwriting commissions
      related to the Registrable Securities. In the event of such a proposed
      registration, the Company shall furnish the then Holders of outstanding
      Registrable Securities with not less than fifteen days written notice prior
      to
      the proposed date of filing of such registration statement. Such notice to
      the
      Holders shall continue to be given for each applicable registration statement
      filed (during the period in which the Purchase Option is exercisable) by the
      Company until such time as all of the Registrable Securities have been
      registered and sold. The Holders of the Registrable Securities shall exercise
      the "piggy-back" rights provided for herein by giving written notice, within
      ten
      days of the receipt of the Company's notice of its intention to file a
      registration statement. The Company shall cause any registration statement
      filed
      pursuant to the above "piggyback" rights to remain effective for at least nine
      months from the date that the Holders of the Registrable Securities are first
      given the opportunity to sell all of such securities. 

     

    
      
        
        

      

      
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    5.3  NO
      NET-CASH SETTLEMENT OR DAMAGES UPON FAILURE OF REGISTRATION. In no event shall
      the registered Holder of this Purchase Option be entitled to (i) net-cash
      settlement of this Purchase Option, regardless of whether any or all of the
      Registrable Securities have been registered by the Company pursuant to an
      effective registration statement, or (ii) receive any damages if any or all
      of
      the Registrable Securities have not been registered by the Company pursuant
      to
      an effective registration statement, subject to the requirement that the Company
      use its best efforts to have a registration statement or post-effective
      amendment filed pursuant to this Section declared effective as soon as possible
      after receiving the Initial Demand Notice. In the event there is no effective
      registration statement related to the issuance or exercise of the Warrants
      contained within the Units, that portion of the Units may not be exercised
      by
      the Holder and therefore may expire and be worthless. 

     

    5.4  GENERAL
      TERMS. 

     

    5.4.1  INDEMNIFICATION.
      The Company shall indemnify the Holder(s) of the Registrable Securities to
      be
      sold pursuant to any registration statement hereunder and each person, if any,
      who controls such Holders within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys' fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising from such registration statement but only to the same extent and with
      the same effect as the provisions pursuant to which the Company has agreed
      to
      indemnify the underwriters contained in Section 5 of the Underwriting Agreement
      between the Company, Pali and the other underwriters named therein dated the
      Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant
      to such registration statement, and their successors and assigns, shall
      severally, and not jointly, indemnify the Company, its officers and directors
      and each person, if any, who controls the Company within the meaning of Section
      15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
      damage, expense or liability (including all reasonable attorneys' fees and
      other
      expenses reasonably incurred in investigating, preparing or defending against
      any claim whatsoever) to which they may become subject under the Act, the
      Exchange Act or otherwise, arising from information furnished by or on behalf
      of
      such Holders, or their successors or assigns, in writing, for specific inclusion
      in such registration statement to the same extent
      and with the same effect as the provisions contained in Section 5 of the
      Underwriting Agreement pursuant to which the underwriters have agreed to
      indemnify the Company. 

     

    5.4.2  EXERCISE
      OF PURCHASE OPTIONS. Nothing contained in this Purchase Option shall be
      construed as requiring the Holder(s) to exercise their Purchase Options or
      Warrants underlying such Purchase Options prior to or after the initial filing
      of any registration statement or the effectiveness thereof. 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    5.4.3  DOCUMENTS
      DELIVERED TO HOLDERS. The Company shall furnish Pali, as representative of
      the
      Holders participating in any of the foregoing offerings, a signed counterpart,
      addressed to the participating Holders, of (i) an opinion of counsel to the
      Company, dated the effective date of such registration statement (and, if such
      registration includes an underwritten public offering, an opinion dated the
      date
      of the closing under any underwriting agreement related thereto), and (ii)
      a
      "cold comfort" letter dated the effective date of such registration statement
      (and, if such registration includes an underwritten public offering, a letter
      dated the date of the closing under the underwriting agreement) signed by the
      independent public accountants who have issued a report on the Company's
      financial statements included in such registration statement, in each case
      covering substantially the same matters with respect to such registration
      statement (and the prospectus included therein) and, in the case of such
      accountants' letter, with respect to events subsequent to the date of such
      financial statements, as are customarily covered in opinions of issuer's counsel
      and in accountants' letters delivered to underwriters in underwritten public
      offerings of securities. The Company shall also deliver promptly to Pali, as
      representative of the Holders participating in the offering, the correspondence
      and memoranda described below and copies of all correspondence between the
      Commission and the Company, its counsel or auditors and all memoranda relating
      to discussions with the Commission or its staff with respect to the registration
      statement and permit Pali, as representative of the Holders, to do such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or rules of the National
      Association of Securities Dealers, Inc. ("NASD"). Such investigation shall
      include access to books, records and properties and opportunities to discuss
      the
      business of the Company with its officers and independent auditors, all to
      such
      reasonable extent and at such reasonable times and as often as Pali, as
      representative of the Holders, shall reasonably request. The Company shall
      not
      be required to disclose any confidential information or other records to Pali,
      as representative of the Holders, or to any other person, until and unless
      such
      persons shall have entered into reasonable confidentiality agreements (in form
      and substance reasonably satisfactory to the Company), with the Company with
      respect thereto. 

     

    5.4.4  UNDERWRITING
      AGREEMENT. The Company shall enter into an underwriting agreement with the
      managing underwriter(s), if any, selected by any Holders whose Registrable
      Securities are being registered pursuant to this Section 5, which managing
      underwriter shall be reasonably acceptable to the Company. Such agreement shall
      be reasonably satisfactory in form and substance to the Company, each Holder
      and
      such managing underwriters, and shall contain such representations, warranties
      and covenants by the Company and such other terms as are customarily contained
      in agreements of that type used by the managing underwriter. The Holders shall
      be parties to any underwriting agreement relating to an underwritten sale of
      their Registrable Securities and may, at their option, require that any or
      all
      the representations, warranties
      and covenants of the Company to or for the benefit of such underwriters shall
      also be made to and for the benefit of such Holders. Such Holders shall not
      be
      required to make any representations or warranties to or agreements with the
      Company or the underwriters except as they may relate to such Holders and their
      intended methods of distribution. Such Holders, however, shall agree to such
      covenants and indemnification and contribution obligations for selling
      shareholders as are customarily contained in agreements of that type used by
      the
      managing underwriter. Further, such Holders shall execute appropriate custody
      agreements and otherwise cooperate fully in the preparation of the registration
      statement and other documents relating to any offering in which they include
      securities pursuant to this Section 5. Each Holder shall also furnish to the
      Company such information regarding itself, the Registrable Securities held
      by
      it, and the intended method of disposition of such securities as shall be
      reasonably required to effect the registration of the Registrable Securities.
      

     

    5.4.5  RULE
      144
      SALE. Notwithstanding anything contained in this Section 5 to the contrary,
      the
      Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
      registration of Registrable Securities held by any Holder (i) where such Holder
      would then be entitled to sell under Rule 144 within any three-month period
      (or
      such other period prescribed under Rule 144 as may be provided by amendment
      thereof) all of the Registrable Securities then held by such Holder, and (ii)
      where the number of Registrable Securities held by such Holder is within the
      volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder
      were an affiliate within the meaning of Rule 144). 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    5.4.6  SUPPLEMENTAL
      PROSPECTUS. Each Holder agrees, that upon receipt of any notice from the Company
      of the happening of any event as a result of which the prospectus included
      in
      the registration statement, as then in effect, includes an untrue statement
      of a
      material fact or omits to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing, such Holder will immediately discontinue
      disposition of Registrable Securities pursuant to the registration statement
      covering such Registrable Securities until such Holder's receipt of the copies
      of a supplemental or amended prospectus, and, if so desired by the Company,
      such
      Holder shall deliver to the Company (at the expense of the Company) or destroy
      (and deliver to the Company a certificate of such destruction) all copies,
      other
      than permanent file copies then in such Holder's possession, of the prospectus
      covering such Registrable Securities current at the time of receipt of such
      notice. 

     

    6.  ADJUSTMENTS.
      

     

    6.1  ADJUSTMENTS
      TO EXERCISE PRICE AND NUMBER OF SECURITIES. The Exercise Price and the number
      of
      Units underlying the Purchase Option shall be subject to adjustment from time
      to
      time as hereinafter set forth: 

     

    6.1.1  SHARE
      DIVIDENDS - SPLIT-UPS. If after the date hereof, and subject to the provisions
      of Section 6.3 below, the number of outstanding Common Shares is increased
      by a
      share dividend payable in Common Shares or by a split-up of Common Shares or
      other similar event, then, on the effective date thereof, the number of Common
      Shares underlying each of the Units purchasable hereunder shall be increased
      in
      proportion to such increase in outstanding shares. In such case, the number
      of
      Common Shares, and the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one share dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $10.00 per whole Unit
      (each Warrant underlying the Units is exercisable for $6.00 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $10.00 per Unit, each Unit entitling the holder
      to receive two Common Shares and two Warrants (each Warrant exercisable for
      $3.00 per share). 

     

    6.1.2  EXTRAORDINARY
      DIVIDEND. If the Company, at any time while this Purchase Option is outstanding
      and unexpired, shall pay a dividend or make a distribution in cash, securities
      or other assets to the holders of Common Stock (or other shares of the Company's
      capital stock receivable upon exercise of the Purchase Option), other than
      (i)
      as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other
      periodic dividends, (iii) in connection with the conversion rights of the
      holders of Common Stock upon consummation of the Company's initial Business
      Combination or (iv) in connection with the Company's liquidation and the
      distribution of its assets upon its failure to consummate a Business Combination
      (any such non-excluded event being referred to herein as an "Extraordinary
      Dividend"), then the Exercise Price shall be decreased, effective immediately
      after the effective date of such Extraordinary Dividend, by the amount of cash
      and/or the fair market value (as determined by the Company's Board of Directors,
      in good faith) of any securities or other assets paid on each share of Common
      Stock in respect of such Extraordinary Dividend. 

     

    6.1.3  AGGREGATION
      OF SHARES. If after the date hereof, and subject to the provisions of Section
      6.3, the number of outstanding Common Shares is decreased by a consolidation,
      combination or reclassification of Common Shares or other similar event, then,
      on the effective date thereof, the number of Common Shares underlying each
      of
      the Units purchasable hereunder shall be decreased in proportion to such
      decrease in outstanding shares. In such case, the number of Common Shares,
      and
      the exercise price applicable thereto, underlying the Warrants underlying each
      of the Units purchasable hereunder shall be adjusted in accordance with the
      terms of the Warrants. 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    6.1.4  REPLACEMENT
      OF SECURITIES UPON REORGANIZATION, ETC. In case of any reclassification or
      reorganization of the outstanding Common Shares other than a change covered
      by
      Section 6.1.1 or 6.1.3 hereof or that solely affects the par value of such
      Common Shares, 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 Common Shares), or in
      the
      case of any sale or conveyance to another corporation or entity of the property
      of the Company as an entirety or substantially as an entirety in connection
      with
      which the Company is dissolved, the Holder of this Purchase Option shall have
      the right thereafter (until the expiration of the right of exercise of this
      Purchase Option) to receive upon the exercise hereof, for the same aggregate
      Exercise Price payable hereunder immediately prior to such event, the kind
      and
      amount of shares or other securities or property (including cash) receivable
      upon such reclassification, reorganization, merger or consolidation, or upon
      a
      dissolution following any such sale or transfer, by a Holder of the number
      of
      Common Shares of the Company obtainable upon exercise of this Purchase Option
      and the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in Common Shares covered by Section
      6.1.1 or 6.1.3, then such adjustment shall be made pursuant to Sections 6.1.1,
      6.1.3 and this Section 6.1.4.
      The provisions of this Section 6.1.4 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers. 

     

    6.1.5  CHANGES
      IN FORM OF PURCHASE OPTION. This form of Purchase Option need not be changed
      because of any change pursuant to this Section, and Purchase Options issued
      after such change may state the same Exercise Price and the same number of
      Units
      as are stated in the Purchase Options initially issued pursuant to this
      Agreement. The acceptance by any Holder of the issuance of new Purchase Options
      reflecting a required or permissive change shall not be deemed to waive any
      rights to an adjustment occurring after the Commencement Date or the computation
      thereof. 

     

    6.1.6  ADJUSTMENTS
      OF WARRANTS. To the extent the price of the Warrants are lowered pursuant to
      Section 3.1 of the Warrant Agreement, dated ____________, 2007, between
the
      Company and Continental Stock Transfer & Trust Company (the "WARRANT
      AGREEMENT") the price of the Warrants underlying the Purchase Option shall
      be
      reduced on identical percentage terms. To the extent the duration of the
      Warrants is extended pursuant to Section 3.2 of the Warrant Agreement, the
      duration of the Warrants underlying the Purchase Option shall be extended on
      identical terms. 

     

    6.2  SUBSTITUTE
      PURCHASE OPTION. In case of any consolidation of the Company with, or merger
      of
      the Company with, or merger of the Company into, another corporation (other
      than
      a consolidation or merger which does not result in any reclassification or
      change of the outstanding Common Shares), the corporation formed by such
      consolidation or merger shall execute and deliver to the Holder a supplemental
      Purchase Option providing that the holder of each Purchase Option then
      outstanding or to be outstanding shall have the right thereafter (until the
      stated expiration of such Purchase Option) to receive, upon exercise of such
      Purchase Option, the kind and amount of shares and other securities and property
      receivable upon such consolidation or merger, by a holder of the number of
      Common Shares of the Company for which such Purchase Option might have been
      exercised immediately prior to such consolidation, merger, sale or transfer.
      Such supplemental Purchase Option shall provide for adjustments which shall
      be
      identical to the adjustments provided in Section 6. The above provision of
      this
      Section shall similarly apply to successive consolidations or mergers.


     

    6.3  ELIMINATION
      OF FRACTIONAL INTERESTS. The Company shall not be required to issue certificates
      representing fractions of Common Shares or Warrants upon the exercise of the
      Purchase Option, nor shall it be required to issue scrip or pay cash in lieu
      of
      any fractional interests, it being the intent of the parties that all fractional
      interests shall be eliminated by rounding any fraction up or down to the nearest
      whole number of Warrants, Common Shares or other securities, properties or
      rights. 

     

    
      
        
        

      

      
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    7.  RESERVATION
      AND LISTING. The Company shall at all times reserve and keep available out
      of
      its authorized Common Shares, solely for the purpose of issuance upon exercise
      of the Purchase Options or the Warrants underlying the Purchase Option, such
      number of Common Shares or other securities, properties or rights as shall
      be
      issuable upon the exercise thereof. The Company covenants and agrees that,
      upon
      exercise of the Purchase Options and payment of the Exercise Price therefor,
      all
      Common Shares and other securities issuable upon such exercise shall be duly
      and
      validly issued, fully paid and non-assessable and not subject to preemptive
      rights of any shareholder. The Company further covenants and agrees that upon
      exercise of the Warrants underlying the Purchase Options and payment of the
      respective Warrant exercise price therefor, all Common Shares and other
      securities issuable upon such exercise shall be duly and validly issued, fully
      paid and non-assessable and not subject to preemptive rights of any shareholder.
      As long as the Purchase Options shall be outstanding, the Company shall use
      its
      best efforts to cause all (i) Units and Common Shares issuable upon exercise
      of
      the Purchase Options, (iii) Warrants issuable upon exercise of the Purchase
      Options and (iv) Common Shares issuable upon exercise of the Warrants included
      in the Units issuable upon exercise of the Purchase Option to be listed (subject
      to official notice of issuance) on all securities exchanges (or, if applicable
      on the Nasdaq Global Market, Capital Market, OTC Bulletin Board or any successor
      trading market) on which the Units, the Common Shares or the Public Warrants
      issued to the public in connection herewith may then be listed and/or quoted.
      

     

    8.  CERTAIN
      NOTICE REQUIREMENTS. 

     

    8.1  HOLDER'S
      RIGHT TO RECEIVE NOTICE. Nothing herein shall be construed as conferring upon
      the Holders the right to vote or consent as a shareholder for the election
      of
      directors or any other matter, or as having any rights whatsoever as a
      shareholder of the Company. If, however, at any time prior to the expiration
      of
      the Purchase Options and their exercise, any of the events described in Section
      8.2 shall occur, then, in one or more of said events, the Company shall give
      written notice of such event at least fifteen days prior to the date fixed
      as a
      record date or the date of closing the transfer books for the determination
      of
      the shareholders entitled to such dividend, distribution, conversion or exchange
      of securities or subscription rights, or entitled to vote on such proposed
      dissolution, liquidation, winding up or sale. Such notice shall specify such
      record date or the date of the closing of the transfer books, as the case may
      be. Notwithstanding the foregoing, the Company shall deliver to each Holder
      a
      copy of each notice given to the other shareholders of the Company at the same
      time and in the same manner that such notice is given to the shareholders.
      

     

    8.2  EVENTS
      REQUIRING NOTICE. The Company shall be required to give the notice described
      in
      this Section 8 upon one or more of the following events: (i) if the Company
      shall take a record of the holders of its Common Shares for the purpose of
      entitling them to receive a dividend or distribution payable otherwise than
      in
      cash, or a cash dividend or distribution payable otherwise than out of retained
      earnings, as indicated by the accounting treatment of such dividend or
      distribution on the books of the Company, or (ii) the Company shall offer to
      all
      the holders of its Common Shares any additional shares of share capital of
      the
      Company or securities convertible into or exchangeable for shares of share
      capital of the Company, or any option, right or warrant to subscribe therefor,
      or (iii) a dissolution, liquidation or winding up of the Company (other than
      in
      connection with a consolidation or merger) or a sale of all or substantially
      all
      of its property, assets and business shall be proposed. 

     

    8.3  NOTICE
      OF
      CHANGE IN EXERCISE PRICE. The Company shall, promptly after an event requiring
      a
      change in the Exercise Price pursuant to Section 6 hereof, send notice to the
      Holders of such event and change ("PRICE NOTICE"). The Price Notice shall
      describe the event causing the change and the method of calculating same and
      shall be certified as being true and accurate by the Company's President and
      Chief Financial Officer. 

     

    
      
        
        

      

      
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    8.4  TRANSMITTAL
      OF NOTICES. All notices, requests, consents and other communications under
      this
      Purchase Option shall be in writing and shall be deemed to have been duly made
      when hand delivered, or mailed by express mail or private courier service:
      (i)
      if to the registered Holder of the Purchase Option, to the address of such
      Holder as shown on the books of the Company, or (ii) if to the Company, to
      the
      following address or to such other address as the Company may designate by
      notice to the Holders: 

     

    FMG
      Acquisition Corp.

    Four
      Forest Park

    Farmington,
      CT 06032

    Attn:
      Gordon Pratt, Chief Executive Officer and President 

    Facsimile:
      (___) ___-____

    


    9.  MISCELLANEOUS.
      

     

    9.1  AMENDMENTS.
      The Company and Pali may from time to time supplement or amend this Purchase
      Option without the approval of any of the Holders in order to cure any
      ambiguity, to correct or supplement any provision contained herein that may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder that the Company
      and Pali may deem necessary or desirable and that the Company and Pali deem
      shall not adversely affect the interest of the Holders. All other modifications
      or amendments shall require the written consent of and be signed by the party
      against whom enforcement of the modification or amendment is sought.


     

    9.2  HEADINGS.
      The headings contained herein are for the sole purpose of convenience of
      reference, and shall not in any way limit or affect the meaning or
      interpretation of any of the terms or provisions of this Purchase Option.


     

    9.3  ENTIRE
      AGREEMENT. This Purchase Option (together with the other agreements and
      documents being delivered pursuant to or in connection with this Purchase
      Option) constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter hereof, and supersedes all prior agreements and
      understandings of the parties, oral and written, with respect to the subject
      matter hereof. 

     

    9.4  BINDING
      EFFECT. This Purchase Option shall inure solely to the benefit of and shall
      be
      binding upon, the Holder and the Company and their permitted assignees,
      respective successors, legal representative and assigns, and no other person
      shall have or be construed to have any legal or equitable right, remedy or
      claim
      under or in respect of or by virtue of this Purchase Option or any provisions
      herein contained. 

     

    9.5  GOVERNING
      LAW; SUBMISSION TO JURISDICTION. This Purchase Option shall be governed by
      and
      construed and enforced in accordance with 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 Purchase Option shall be brought and enforced in the courts of the State
      of
      New York or of the United States of America 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 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 8 hereof. Such
      mailing shall be deemed personal service and shall be legal and binding upon
      the
      Company in any action, proceeding or claim. The Company and the Holder agree
      that the prevailing party(ies) in any such action shall be entitled to recover
      from the other party(ies) all of its reasonable attorneys' fees and expenses
      relating to such action or proceeding and/or incurred in connection with the
      preparation therefor. 

     

    
      
        
        

      

      
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    9.6  WAIVER,
      ETC. The failure of the Company or the Holder to at any time enforce any of
      the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of
the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non- fulfillment shall be construed or deemed to be a waiver
      of any other or subsequent breach or non-compliance. 

     

    9.7  EXCHANGE
      AGREEMENT. As a condition of the Holder's receipt and acceptance of this
      Purchase Option, Holder agrees that, at any time prior to the complete exercise
      of this Purchase Option by Holder, if the Company and Pali enter into an
      agreement ("EXCHANGE AGREEMENT") pursuant to which they agree that all
      outstanding Purchase Options will be exchanged for securities or cash or a
      combination of both, then Holder shall agree to such exchange and become a
      party
      to the Exchange Agreement. 

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the ___ day of _________
      2007. 

     

    
      	 	 	 
	 	FMG
              ACQUISITION CORP. 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:

	 	Title:
              


    

     

     

    
      
        
        

      

      
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      Form
        to
        be used to exercise Purchase Option:

       

      FMG
        Acquisition Corp.

      Four
        Forest Park

      Farmington,
        CT 06032

      Attn:
        Gordon Pratt, Chief Executive Officer and President 

      Facsimile:
        (___) ___-____

       

      Date:_________________,
        20__ 

       

      The
        undersigned hereby elects irrevocably to exercise all or a portion of the
        within
        Purchase Option and to purchase ____ Units of FMG Acquisition Corp. and hereby
        makes payment of $____________ (at the rate of $____ per Unit) in payment
        of the
        Exercise Price pursuant thereto. Please issue the Common Shares and Warrants
        as
        to which this Purchase Option is exercised in accordance with the instructions
        given below. 

       

      or
        

       

      The
        undersigned hereby elects irrevocably to convert its right to purchase _________
        Units purchasable under the within Purchase Option by surrender of the
        unexercised portion of the attached Purchase Option (with a "Value" of $_______
        based on a "Market Price" of $_______). Please issue the securities comprising
        the Units as to which this Purchase Option is exercised in accordance with
        the
        instructions given below. 

       

      NOTICE:
        The signature to this assignment must correspond with the name as written
        upon
        the face of the purchase option in every particular, without alteration or
        enlargement or any change whatever. 

      


      ________________________________

      Signature(s)
        Guaranteed: 

      


      THE
        SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
        STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
        IN
        AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
        17Ad-15). 

       

      INSTRUCTIONS
        FOR REGISTRATION OF SECURITIES 

       

      Name
        

      __________________________________________

      __________________________________________

      (Print
        in
        Block Letters) 

       

      Address
        

      __________________________________________

      __________________________________________

      


      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      Form
        to
        be used to assign Purchase Option:

       

      ASSIGNMENT
        

       

      (To
        be
        executed by the registered Holder to effect a transfer of the within Purchase
        Option):

       

      FOR
        VALUE
        RECEIVED,______________________________________________ does hereby sell,
        assign
        and transfer unto___________________________________________ the right to
        purchase __________ Units of FMG Acquisition Corp. ("COMPANY") evidenced
        by the
        within Purchase Option and does hereby authorize the Company to transfer
        such
        right on the books of the Company. 

       

      Dated:___________________,
        20__ 

       

      __________________________________________

      Signature
        

      


      


      NOTICE:
        The signature to this assignment must correspond with the name as written
        upon
        the face of the purchase option in every particular, without alteration or
        enlargement or any change whatever. 

      


      __________________________________________

      Signature(s)
        Guaranteed: 

      


      THE
        SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
        STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
        IN
        AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
        17Ad-15). 

      


      
        
          
          

        

        
          -17-