WARRANT
      AGREEMENT

     

     

    GHL
      ACQUISITION CORP.

     

     

    and

     

     

    AMERICAN
      STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

     

     

    _______________________________

     

     

    WARRANT
      AGREEMENT

     

     

    Dated
      as
      of November 12, 2007

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WARRANT
      AGREEMENT

    TABLE
      OF
      CONTENTS

     

    Page

    


    
      
        	
                SECTION
                  1.  Appointment of Warrant Agent

              	
                1

              
	 	 
	
                SECTION
                  2.  Warrant Certificates

              	
                1

              
	 	 
	
                SECTION
                  3.  Execution of Warrant Certificates

              	
                1

              
	 	 
	
                SECTION
                  4.  Registration and Countersignature

              	
                2

              
	 	 
	
                SECTION
                  5.  Registration of Transfers and Exchanges; Transfer
                  Restrictions

              	
                2

              
	 	 
	
                SECTION
                  6.  Terms of Warrants

              	
                4

              
	 	 
	
                SECTION
                  7.  Payment of Taxes

              	
                9

              
	 	 
	
                SECTION
                  8.  Mutilated or Missing Warrant Certificates

              	
                9

              
	 	 
	
                SECTION
                  9.  Reservation of Warrant Shares

              	
                9

              
	 	 
	
                SECTION
                  10.  Obtaining Stock Exchange Listings; State
                  Registration

              	
                10

              
	 	 
	
                SECTION
                  11.  Adjustment of Number of Warrant Shares

              	
                10

              
	 	 
	
                SECTION
                  12.  Fractional Interests

              	
                20

              
	 	 
	
                SECTION
                  13.  Notices to Warrant Holders

              	
                20

              
	 	 
	
                SECTION
                  14.  Merger, Consolidation or Change of Name of Warrant
                  Agent

              	
                22

              
	 	 
	
                SECTION
                  15.  Warrant Agent

              	
                22

              
	 	 
	
                SECTION
                  16.  Change of Warrant Agent

              	
                25

              
	 	 
	
                SECTION
                  17.  Notices to Company and Warrant Agent

              	
                25

              
	 	 
	
                SECTION
                  18.  Supplements and Amendments

              	
                26

              
	 	 
	
                SECTION
                  19.  Successors

              	
                26

              
	 	 
	
                SECTION
                  20.  Termination

              	
                26

              
	 	 
	
                SECTION
                  21.  Governing Law

              	
                27

              
	 	 
	
                SECTION
                  22.  Benefits of This Agreement

              	
                27

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
 

      
        	 	 
	
                SECTION
                  23.  Counterparts

              	
                27

              
	 	 
	
                SECTION
                  24.  Force Majeure

              	
                27

              
	 	 


      

    

    Exhibit
      A          Form of Warrant
      Certificate

     

    Exhibit
      B          Legend for Private
      Warrants

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    WARRANT
      AGREEMENT dated as of November 12, 2007, between GHL Acquisition Corp.,
      a Delaware corporation (the “Company”), and American Stock Transfer &
Trust Company, a New York corporation, as Warrant Agent (the “Warrant
      Agent”).

     

    WHEREAS,
      the Company intends to file a registration statement (the “Registration
      Statement”) with the Securities Exchange Commission for the initial public
      offering of units (the “Initial Public Offering”), each unit
      (“Unit”) consisting of one share of the Company’s common stock, par value
      $0.001 per share (“Common Stock”), and one warrant to purchase one share
      of Common Stock at an exercise price of $7.50 per share;

     

    WHEREAS,
      the Company has agreed to issue (i) in a private placement to
      occur concurrently with the execution of that certain Founder’s Securities
      Purchase Agreement, dated November 6, 2007, by and between the Company and
      Greenhill & Co., Inc., a Delaware corporation (the “Founding
      Stockholder”), 11,500,000 Units (the “Founder’s Units”), each unit
      consisting of one share of Common Stock (the “Founder’s Shares”), and one
      warrant to purchase one share of Common Stock at an exercise price of $7.50
      per
      share (the “Founder’s Warrants”) to the Founding Stockholder,
(ii) in a private placement to occur concurrently with
      the
      closing of the Initial Public Offering, 8,000,000 warrants, each to purchase
      one
      share of Common Stock at an exercise price of $7.50 per share (the “Private
      Placement Warrants” and together with the Founder’s Warrants, the
“Private Warrants”) to the Founding Stockholder, and
(iii) up to 46,000,000 warrants to purchase shares
      of Common
      Stock to be offered to the public pursuant to the Registration Statement (the
      “Public Warrants” and together with the Private Warrants, the
“Warrants”).  The shares of Common Stock issuable on exercise
      of the Warrants are referred to as the “Warrant Shares”; 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, transfer,
      exchange and exercise of Warrants and other matters as provided
      herein.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements
      herein set forth, the parties hereto agree as follows:

     

    SECTION
      1.  Appointment of Warrant Agent.  The
      Company hereby appoints the Warrant Agent to act as agent for the Company in
      accordance with the instructions set forth hereinafter in this Agreement, and
      the Warrant Agent hereby accepts such appointment.

     

    SECTION
      2.  Warrant Certificates.  The certificates
      evidencing the Warrants (the “Warrant Certificates”) to be delivered
      pursuant to this Agreement shall be in registered form only and shall be
      substantially in the form set forth in Exhibit A attached hereto, the
      warrant certificates for the Private Warrants shall bear the legend set forth
      in
Exhibit B except as set forth herein.

     

    SECTION
      3.  Execution of Warrant
      Certificates.  Warrant Certificates shall be signed on behalf of
      the Company by its Chairman of the Board or its Chief Executive Officer or
      a
      Senior Vice President or its Treasurer and by its Secretary or an Assistant
      Secretary.  Each such signature upon the Warrant Certificates may be
      in the form of a facsimile signature of the present or any future Chairman
      of
      the Board, President, Chief Executive Officer, Vice President,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Secretary
      or Assistant Secretary and may be imprinted or otherwise reproduced on the
      Warrant Certificates and for that purpose the Company may adopt and use the
      facsimile signature of any person who shall have been Chairman of the Board,
      President, Chief Executive Officer, Vice President, Secretary or Assistant
      Secretary, notwithstanding the fact that at the time the Warrant Certificates
      shall be countersigned and delivered or disposed of he or she shall have ceased
      to hold such office.

     

    In
      case
      any officer of the Company who shall have signed any of the Warrant Certificates
      shall cease to be such officer before the Warrant Certificates so signed shall
      have been countersigned by the Warrant Agent, or disposed of by the Company,
      such Warrant Certificates nevertheless may be countersigned and delivered or
      disposed of as though such person had not ceased to be such officer of the
      Company; and any Warrant Certificate may be signed on behalf of the Company
      by
      any person who, at the actual date of the execution of such Warrant Certificate,
      shall be a proper officer of the Company to sign such Warrant Certificate,
      although at the date of the execution of this Warrant Agreement any such person
      was not such officer.

     

    Warrant
      Certificates shall be dated the date of countersignature by the Warrant
      Agent.

     

    SECTION
      4.  Registration and
      Countersignature.  Warrant Certificates shall be countersigned by
      the Warrant Agent and shall not be valid for any purpose unless so
      countersigned.  The Warrant Agent shall, upon written instructions of
      the Chairman of the Board, the President or Chief Executive Officer, a Vice
      President, the Treasurer or the Chief Financial Officer of the Company,
      countersign, issue and deliver Warrants as provided in this
      Agreement.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder(s) of
      the
      Warrant Certificates as the absolute owner(s) thereof (notwithstanding any
      notation of ownership or other writing thereon made by anyone), for all
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

     

    SECTION
      5.  Registration of Transfers and Exchanges; Transfer
      Restrictions.  The Warrant Agent shall from time to time, subject
      to the limitations of this Section 5, register the transfer of any outstanding
      Warrant Certificates upon the records to be maintained by it for that purpose,
      upon surrender thereof duly endorsed or accompanied (if so required by the
      Warrant Agent) by a written instrument or instruments of transfer in form
      satisfactory to the Warrant Agent, duly executed by the registered holder or
      holders thereof or by the duly appointed legal representative thereof or by
      a
      duly authorized attorney.  Upon any such registration of transfer, a
      new Warrant Certificate shall be issued to the transferee(s) and the surrendered
      Warrant Certificate shall be cancelled by the Warrant
      Agent.  Cancelled Warrant Certificates shall thereafter be disposed of
      by the Warrant Agent in its customary manner.

     

    The
      Founder’s Warrants may not be sold or transferred until the date that is 180
      days after the Company completes its Initial Business Combination and the
      Private Placement Warrants may not be sold or transferred until the date
      immediately following the date on which the Company completes its Initial
      Business Combination, in either event except in each case to a Permitted
      Transferee who agrees in writing with the Company to be subject to such transfer
      restrictions and in the case of the Founder’s Warrants the forfeiture of such
      Warrants as

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    described
      in Section 6(g) below. The Founder’s Warrants shall cease to be subject to the
      foregoing transfer restrictions if, subsequent to the Company’s completion of
      its Initial Business Combination, (i) the Last Reported Sale Price (as defined
      in Section 6(a) below) of the Common Stock equals or exceeds $14.25 per share
      for any 20 trading days within a 30-trading day period beginning 90 days after
      the Initial Business Combination, or (ii) the Company consummates a subsequent
      liquidation, merger, stock exchange or other similar transaction that results
      in
      all of the Company’s stockholders having the right to exchange their shares of
      Common Stock for cash, securities or other property.  As used herein,
“Permitted Transferee” means (a) any officer, director or employee of the
      Company; or (b) any other person or entity associated or affiliated with
      Greenhill & Co., Inc.

     

    The
      holders of any Private Warrants or Warrant Shares issued upon exercise of any
      Private Warrants further agree prior to any transfer of such securities, to
      give
      written notice to the Company expressing its desire to effect such transfer
      and
      describing briefly the proposed transfer.  Upon receiving such notice,
      the Company shall present copies thereof to its counsel and the holder agrees
      not to make any disposition of all or any portion of such securities unless
      and
      until:

     

    (a)           there
      is then in effect a registration statement under the Securities Act covering
      such proposed disposition and such disposition is made in accordance with such
      registration statement, in which case the legends set forth in Exhibit B
      or Section 6(c) hereof, as the case may be (collectively the “Legends”)
      with respect to such securities sold pursuant to such registration statement
      shall be removed; or

     

    (b)           if
      reasonably requested by the Company, (A) the holder shall have furnished the
      Company with an opinion of counsel, reasonably satisfactory to the Company,
      that
      such disposition will not require registration of such Securities under the
      Securities Act, (B) the Company shall have received customary representations
      and warranties regarding the transferee that are reasonably satisfactory to
      the
      Company signed by the proposed transferee and (C) the Company shall have
      received an agreement by such transferee to the restrictions contained in the
      Legends.

     

    Each
      Public Warrant shall initially be issued together with one share of Common
      Stock
      as a Unit.  The share of Common Stock and Public Warrant comprising a
      Unit shall not be separately transferable before the 35th day following the
      date
      of the prospectus with respect to the Company’s Initial Public Offering unless
      the underwriter with respect thereto informs the Company of its decision to
      allow earlier separate trading, in which case the Company shall notify the
      Warrant Agent of the effective date of the separation, subject to the Company
      having filed a Form 8-K with the Securities and Exchange Commission containing
      an audited balance sheet reflecting the Company’s receipt of the gross proceeds
      of the offering of the Units and has issued a press release announcing when
      such
      separate trading will begin (the later of such dates, the “Detachment
      Date”).  Prior to the Detachment Date, the Public Warrants may be
      transferred or exchanged only together with the Unit in which such Public
      Warrant is included, and only for the purpose of effecting, or in conjunction
      with, a transfer or exchange of such Unit.  Furthermore, prior to the
      Detachment Date, each transfer of a Unit on the register relating to such Units
      shall operate also to transfer the Public Warrant included in such
      Unit.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Subject
      to
      the terms of this Agreement, Warrant Certificates may be exchanged at the option
      of the holder(s) thereof, when surrendered to the Warrant Agent at its principal
      corporate trust office, which is currently located at the address listed in
      Section 17 hereof, for another Warrant Certificate or other Warrant Certificates
      of like tenor and representing in the aggregate a like number of
      Warrants.  Any holder desiring to exchange a Warrant Certificate shall
      deliver a written request to the Warrant Agent, and shall surrender, duly
      endorsed or accompanied (if so required by the Warrant Agent) by a written
      instrument or instruments of transfer in form satisfactory to the Warrant Agent,
      the Warrant Certificate or Certificates to be so exchanged.  Warrant
      Certificates surrendered for exchange shall be cancelled by the Warrant
      Agent.  Such cancelled Warrant Certificates shall then be disposed of
      by such Warrant Agent in its customary manner.

     

    The
      Warrant Agent is hereby authorized to countersign, in accordance with the
      provisions of this Section 5 and of Section 4 hereof, the new Warrant
      Certificates required pursuant to the provisions of this Section 5.

     

    SECTION
      6.  Terms of Warrants.

     

    (a)           Exercise
      Price and Exercise Period.

     

    The
      initial exercise price per share that Warrant Shares shall be purchasable upon
      the exercise of Warrants (the “Exercise Price”) shall be $7.50 per share,
      and each Warrant shall be initially exercisable to purchase one share of Common
      Stock.

     

    Subject
      to
      the terms of this Agreement (including without limitation Section 6(e) below),
      each Warrant holder shall have the right, which may be exercised commencing
      at
      the opening of business on the first day of the applicable Warrant Exercise
      Period set forth below and until 5:00 p.m., New York time, on the last day
      of
      such Warrant Exercise Period, to receive from the Company the number of fully
      paid and nonassessable Warrant Shares which the holder may at the time be
      entitled to receive on exercise of such Warrants and payment of the Exercise
      Price then in effect for such Warrant Shares or on a cashless basis pursuant
      to
      Section 6(d), if applicable.  No adjustments as to dividends will be
      made upon exercise of the Warrants.

     

    The
      “Warrant Exercise Period” shall (x) commence (subject to Section 6(e)
      below), (A) for all Warrants other than the Founder’s Warrants on the later of:
      (i) the date that is one year from the date of the final prospectus for the
      Initial Public Offering or (ii) the date on which the Company completes its
      Initial Business Combination (it being understood that in the event the Company
      does not complete its Initial Business Combination, the Warrant Exercise Period
      shall not commence), and (B) for the Founder’s Warrants on the date that the
      Last Reported Sale Price of the Common Stock equals or exceeds $14.25 per share
      for any 20 trading days within a 30-trading day period beginning 90 days after
      the Initial Business Combination, and (y) shall end on the earlier of: (i)
      the
      date that is five years from the date of the final prospectus for the Initial
      Public Offering or (ii) the Business Day preceding the date on which such
      Warrants are redeemed pursuant to Section 6(b) below or expire pursuant to
      Section 6(f) below.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    The
      “Last Reported Sale Price” of the Common Stock on any date of
      determination means:

     

    
      	
               

            	
              (i)

            	
              the
                last reported sale price for the regular trading session (without
                considering after hours or other trading outside regular trading
                session
                hours) of the Common Stock (regular way) on the American Stock Exchange
                on
                that date,

            


    

     

    
      	
               

            	
              (ii)

            	
              if
                the Common Stock is not listed for trading on the American Stock
                Exchange
                on that date, last reported sale price as reported in the composite
                transactions for the principal United States securities exchange
                on which
                the Common Stock is so listed,

            


    

     

    
      	
               

            	
              (iii)

            	
              if
                the Common Stock is not so reported, the last quoted bid price for
                the
                Common Stock in the over-the-counter market as reported by the OTC
                Bulletin Board, the National Quotation Bureau or similar organization,
                or

            


    

     

    
      	
               

            	
              (iv)

            	
              if
                the Common Stock is not so quoted, the average of the mid-point of
                the
                last bid and ask prices for the Common Stock from at least three
                nationally recognized investment-banking firms that the Company selects
                for this purpose.

            


    

     

    Each
      Warrant not exercised or redeemed prior to 5:00 p.m., New York time, on the
      last
      day of the Warrant Exercise Period shall become void and all rights thereunder
      and all rights in respect thereof under this Agreement shall cease as of such
      time.

     

    (b)           Redemption
      of Warrants.

     

    The
      Company may call the Warrants for redemption, in whole and not in part, at
      a
      price of $.01 per Warrant, upon not less than 30 days’ prior written notice of
      redemption to each Warrant holder, at any time after such Warrants have become
      exercisable pursuant to Section 6(a), if, and only if, (i) the Last Reported
      Sale Price has equaled or exceeded $14.25 per share for any 20 trading days
      within a 30-trading day period ending on the third Business Day prior to the
      notice of redemption to Warrant holders and (ii) at all times between the date
      of such notice of redemption and the redemption date a registration statement
      is
      in effect covering the Warrant Shares issuable upon exercise of the Warrants
      and
      a current prospectus relating to those Warrant Shares is available.

     

    Upon
      a
      call for redemption of Warrants by the Company, the Company shall have the
      right
      to require all holders of Warrants subject to redemption who exercise such
      Warrants after the Company’s call for redemption to do so on a cashless basis in
      accordance with the procedures set forth in Section 6(d).

     

    Notwithstanding
      the foregoing, no Private Warrants shall be redeemable at the option of the
      Company so long as they are held by the Founding Stockholder or its Permitted
      Transferees; provided that the fact that one or more Private Warrants are
      non-redeemable because of the

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    reason
      described above shall not affect the Company’s right to redeem the Public
      Warrants and all Private Warrants that are not held by the Founding Stockholder
      or its Permitted Transferees.

     

    (c)           Exercise
      Procedure.

     

    A
      Warrant
      may be exercised upon surrender to the Company at the principal stock transfer
      office of the Warrant Agent, which is currently located at the address listed
      in
      Section 17 hereof, of the certificate or certificates evidencing the Warrants
      to
      be exercised with the form of election to purchase on the reverse thereof duly
      filled in and signed and such other documentation as the Warrant Agent may
      reasonably request, and upon payment to the Warrant Agent for the account of
      the
      Company of the Exercise Price (adjusted as herein provided if applicable) or
      on
      a cashless basis pursuant to Section 6(d), if applicable, for the number of
      Warrant Shares in respect of which such Warrants are then exercised. Payment
      of
      the aggregate Exercise Price (unless on a cashless basis pursuant to Section
      6(d)) shall be made by certified or official bank check payable to the order
      of
      the Company in New York Clearing House Funds, or the equivalent
      thereof.  In no event will any Warrants be settled on a net cash
      basis.

     

    Subject
      to
      the provisions of Section 7 hereof, upon such surrender of Warrants and payment
      of the Exercise Price or on a cashless basis pursuant to Section 6(d), if
      applicable, the Company shall issue and cause to be delivered with all
      reasonable dispatch to and in such name or names as the Warrant holder may
      designate, a certificate or certificates for the number of full Warrant Shares
      issuable upon the exercise of such Warrants.  Such certificate or
      certificates shall be deemed to have been issued and any person so designated
      to
      be named therein shall be deemed to have become a holder of record of such
      Warrant Shares as of the date of the surrender of such Warrants and payment
      of
      the Exercise Price or on a cashless basis pursuant to Section 6(d), if
      applicable.

     

    The
      Warrants shall be exercisable, at the election of the holders thereof, either
      in
      full or from time to time in part and, in the event that a certificate
      evidencing Warrants is exercised in respect of fewer than all of the Warrant
      Shares issuable on such exercise at any time prior to the date of expiration
      of
      the Warrants, a new certificate evidencing the remaining Warrant or Warrants
      will be issued, and the Warrant Agent is hereby irrevocably authorized to
      countersign and to deliver the required new Warrant Certificate or Certificates
      pursuant to the provisions of this Section 6 and of Section 4 hereof, and the
      Company, whenever required by the Warrant Agent, shall supply the Warrant Agent
      with Warrant Certificates duly executed on behalf of the Company for such
      purpose.  The Warrant Agent may assume that any Warrant presented for
      exercise is permitted to be so exercised under applicable law and shall have
      no
      liability for acting in reliance on such assumption.

     

    All
      Warrant Certificates surrendered upon exercise of Warrants shall be canceled
      by
      the Warrant Agent.  Such canceled Warrant Certificates shall then be
      disposed of by the Warrant Agent in its customary manner.  The Warrant
      Agent shall account promptly to the Company with respect to Warrants exercised
      and concurrently pay to the Company all monies received by the Warrant Agent
      for
      the purchase of the Warrant Shares through the exercise of such
      Warrants.

     

    The
      Warrant Agent shall keep copies of this Agreement and any notices given or
      received hereunder available for inspection by the holders with reasonable
      prior
      written notice during

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    normal
      business hours at its office.  The Company shall supply the Warrant
      Agent from time to time with such numbers of copies of this Agreement as the
      Warrant Agent may request.

     

    Certificates
      evidencing Warrant Shares issued upon exercise of a Private Warrant shall
      contain the following legend:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
      FROM SUCH REGISTRATION IS AVAILABLE.

     

    SECURITIES
      EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER
      A
      REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

     

    (d)           Cashless
      Exercise.

     

    (i)           The
      Private Warrants may be exercised on a cashless basis by the Founding
      Stockholder and any Permitted Transferees, at the Founding Stockholder or such
      Permitted Transferee’s election (the “Cashless Exercise
      Election”).

     

    (ii)           Upon
      a call for redemption of Warrants on a cashless basis by the Company pursuant
      to
      Section 6(b) (the “Cashless Exercise Demand”), all holders of Warrants
      subject to redemption who exercise such Warrants shall do so on a cashless
      basis.

     

    (iii)           If
      the Founding Stockholder or any Permitted Transferee makes a Cashless Exercise
      Election with respect to any Private Warrants or if the Company makes a Cashless
      Exercise Demand with respect to the Warrants subject to redemption that the
      holders thereof have elected to exercise after the Company’s call for
      redemption, then upon surrender of such Warrants in accordance with Section
      6(c), the Company shall issue and cause to be delivered with all reasonable
      dispatch to and in such name or names as the Founding Stockholder or such
      Permitted Transferee or such Warrant holder, as the case may be, may designate,
      a certificate or certificates for the number of full Warrant Shares to be issued
      upon such cashless exercise, computed by using the following
      formula:

     

    
      	
              X
                =   

            	
              (A)(Y)

            	 
	
              (B)

            	 


    

    


    
      	
               

            	
              X
                =

            	
              The
                Warrant Shares to be issued in connection with such cashless exercise
                to
                the holder of the Warrants being
                exercised.

            


    

    


    
      	
               

            	
              Y=

            	
              The
                number of Warrant Shares underlying the Warrants being
                exercised.

            


    

    


    
      	
               

            	
              A=

            	
              The
                value of one Warrant as of the date of the exercise, which shall
                be
                determined by using the following
                formula:

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	
               

            	
              A
                =
                B - the Exercise Price

            


    

    


    
      	
               

            	
              B=

            	
              The
                Fair Market Value of a share of Common
                Stock.

            


    

    


    For
      purposes of this Section 6(d), the “Fair Market Value” of a share of
      Common Stock shall mean the average of the Last Reported Sale Prices for the
      ten
      trading days ending on the third trading day prior to (x) with respect to the
      Private Warrants subject a Cashless Exercise Election, the date on which the
      Warrant exercise notice is sent to the Warrant Agent, and (y) with respect
      to
      the Warrants subject to a Cashless Exercise Demand, the date on which the notice
      of redemption is sent to the holders of the Warrants.

     

    (iv)         If
      the Company makes a Cashless Exercise Demand, the notice of redemption shall
      contain the information necessary to calculate the number of Warrant Shares
      to
      be received by Warrant holders upon exercise of the Warrants, including the
      Fair
      Market Value in such case.

     

    (e)           Registration
      Requirement.  Notwithstanding anything else in this Section 6, no
      Warrants (including any Private Warrants) may be exercised unless at the time
      of
      exercise (i) a registration statement covering the Warrant Shares to be issued
      upon exercise (other than Warrant Shares to be issued upon exercise of any
      Private Warrant) is effective under the Act and (ii) a prospectus thereunder
      relating to the Warrant Shares (other than Warrant Shares to be issued upon
      exercise of any Private Warrant) is current. The Company shall use its best
      efforts to have a registration statement in effect covering Warrant Shares
      issuable upon exercise of the Warrants (other than Warrant Shares to be issued
      upon exercise of any Private Warrant) from the date the Warrants become
      exercisable and to maintain a current prospectus relating to those Warrant
      Shares until the Warrants expire or are redeemed.  In the event that,
      at the end of the Warrant Exercise Period, a registration statement covering
      the
      Warrant Shares to be issued upon exercise (other than Warrant Shares to be
      issued upon exercise of any Private Warrant) is not effective under the Act,
      all
      the rights of holders hereunder shall terminate and all of the Warrants shall
      expire unexercised and worthless, and as a result purchasers of the Units will
      have paid the full Unit price solely for the share of Common Stock included
      in
      each Unit.  In no event shall the Warrants be settled on a net cash
      basis nor shall the Company be required to issue unregistered shares upon the
      exercise of any Warrant that is not a Private Warrant.

     

    (f)           Expiry
      Upon Liquidation of Trust Account.  If the Company is dissolved
      because it fails to effect an Initial Business Combination, all of the rights
      of
      holders hereunder shall terminate and all of the Warrants shall expire
      unexercised and worthless and as a result purchasers of the Units will have
      paid
      the full Unit purchase price solely for the share of Common Stock included
      in
      each Unit.

     

    (g)           Adjustment
      of Founder’s Warrants.

     

    (i)           If
      the underwriters with respect to the Initial Public Offering do not exercise
      the
      over-allotment option granted to them by the Company, the number of Founder's
      Units necessary to ensure that the aggregate amount of Founder’s Shares held by
      the Founding Stockholder and any Permitted Transferee does not exceed 20% of
      the
      issued and outstanding Common Stock of the Company upon consummation of the
      Initial Public Offering shall be

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    immediately
      forfeited to the Company by their holders.  The Company will not make
      any cash payment to the Founding Stockholder or any Permitted Transferee in
      respect of any such adjustment.

     

    (ii)           If
      the number of Units offered to the public in connection with the Initial Public
      Offering is increased or decreased, the Founder’s Units (including the Founder’s
      Units subject to forfeiture) will be adjusted in the same proportion as the
      increase or decrease of the Units offered to the public in order to ensure
      that
      the aggregate amount of Founder’s Shares held by the Founding Stockholder and
      any Permitted Transferee does not fall below or exceed 20% of the issued and
      outstanding Common Stock of the Company upon consummation of the Initial Public
      Offering (including any shares of Common Stock issued pursuant to the
      underwriter’s over-allotment option).  The Company will not make or
      receive any cash payment to or from the Founding Stockholder or any Permitted
      Transferees in respect of any such adjustment.

     

    (iii)           Any
      additional Units, shares of Common Stock and Warrants the Founding Stockholder
      or any of its Permitted Transferees may hold pursuant to (ii) above shall be
      deemed to be Founder’s Units, Founder’s Shares and Founder’s Warrants hereunder
      and any such Warrants (A) shall be subject to the transfer restrictions and
      adjustment provisions set forth in this Agreement with respect thereto, and
      (B)
      shall bear the legend set forth in this Agreement with respect
      thereto.

     

    SECTION
      7.  Payment of Taxes.  The Company will pay
      all documentary stamp taxes attributable to the initial issuance of Warrant
      Shares upon the exercise of Warrants; provided, however, that the
      Company shall not be required to pay any tax or taxes which may be payable
      in
      respect of any transfer involved in the issue of any Warrant Certificates or
      any
      certificates for Warrant Shares in a name other than that of the registered
      holder of a Warrant Certificate surrendered upon the exercise of a Warrant,
      and
      the Company shall not be required to issue or deliver such Warrant Certificates
      unless or until the person or persons requesting the issuance thereof shall
      have
      paid to the Company the amount of such tax or shall have established to the
      satisfaction of the Company that such tax has been paid.

     

    SECTION
      8.  Mutilated or Missing Warrant
      Certificates.  In case any of the Warrant Certificates shall be
      mutilated, lost, stolen or destroyed, the Company shall issue and the Warrant
      Agent shall countersign, in exchange and substitution for and upon cancellation
      of the mutilated Warrant Certificate, or in lieu of and substitution for the
      Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of
      like
      tenor and representing an equivalent number of Warrants, but only upon receipt
      of evidence satisfactory to the Company and the Warrant Agent of such loss,
      theft or destruction of such Warrant Certificate and indemnity, also
      satisfactory to the Company and the Warrant Agent.  Applicants for
      such new Warrant Certificates must pay such reasonable charges as the Company
      may prescribe.

     

    SECTION
      9.  Reservation of Warrant Shares.  The
      Company will at all times reserve and keep available, free from preemptive
      rights, out of the aggregate of its authorized but unissued Common Stock or
      its
      authorized and issued Common Stock held in its treasury, for the purpose of
      enabling it to satisfy any obligation to issue Warrant Shares upon exercise
      of
      Warrants, the maximum number of shares of Common Stock which may then be
      deliverable

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    upon
      the
      exercise of all outstanding Warrants.  The Warrant Agent shall have no
      duty to verify availability of such shares set aside by the
      Company.

     

    The
      Company or, if appointed, the transfer agent for the Common Stock (the “Transfer
      Agent”) and every subsequent transfer agent for any shares of the Common Stock
      issuable upon the exercise of any of the Warrants will be irrevocably authorized
      and directed at all times to reserve such number of authorized shares as shall
      be required for such purpose.  The Company will keep a copy of this
      Agreement on file with the Transfer Agent and with every subsequent transfer
      agent for any shares of the Common Stock issuable upon the exercise of the
      Warrants.  The Warrant Agent is hereby irrevocably authorized to
      requisition from time to time from such Transfer Agent the stock certificates
      required to honor outstanding Warrants upon exercise thereof in accordance
      with
      the terms of this Agreement.  The Company will supply such Transfer
      Agent with duly executed certificates for such purposes.  The Company
      will furnish such Transfer Agent a copy of all notices of adjustments and
      certificates related thereto, transmitted to each holder pursuant to Section
      13
      hereof.

     

    Before
      taking any action which would cause an adjustment pursuant to Section 11 hereof
      to reduce the Exercise Price below the then par value (if any) of the Warrant
      Shares, the Company will take any commercially reasonable corporate action
      which
      may, in the opinion of its counsel (which may be counsel employed by the
      Company), be necessary in order that the Company may validly and legally issue
      fully paid and nonassessable Warrant Shares at the Exercise Price as so
      adjusted.

     

    The
      Company covenants that all Warrant Shares which may be issued upon exercise
      of
      Warrants will, upon payment of the Exercise Price therefor or on a cashless
      basis pursuant to Section 6(d), if applicable, and issue, be fully paid,
      nonassessable, free of preemptive rights and free from all taxes, liens, charges
      and security interests with respect to the issue thereof.

     

    SECTION
      10.  Obtaining Stock Exchange Listings; State
      Registration.  The Company will from time to time take all
      commercially reasonable actions which may be necessary so that the Warrant
      Shares, immediately upon their issuance upon the exercise of Warrants, will
      be
      listed on the principal securities exchanges and markets within the United
      States of America, if any, on which other shares of Common Stock are then
      listed.  To the extent that the Common Stock is not listed on a
      national securities exchange or there is no exemption from state “blue sky”
securities laws for the issuance of the Warrant Shares, the Company will take
      all commercially reasonable actions which may be necessary so that the Warrant
      Shares are registered in all states in which the holders of the Warrants
      reside.

     

    SECTION
      11.  Adjustment of Number of Warrant
      Shares.

     

    The
      number
      of Warrant Shares issuable upon the exercise of each Warrant is subject to
      adjustment from time to time upon the occurrence of the events enumerated in
      this Section 11.  For purposes of this Section 11, “Common Stock”
means shares now or hereafter authorized of any class of common stock of the
      Company and any other stock of the Company, however designated, that has the
      right (subject to any prior rights of any class or series of preferred stock)
      to
      participate in any distribution of the assets or earnings of the Company without
      limit as to per share amount.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (a)           Adjustment
      for Change in Capital Stock.

     

    If
      the
      Company:

     

    (1)           pays
      a dividend or makes a distribution on its Common Stock in either case in shares
      of its Common Stock;

     

    (2)           subdivides
      its outstanding shares of Common Stock into a greater number of
      shares;

     

    (3)           combines
      its outstanding shares of Common Stock into a smaller number of
      shares;

     

    (4)           makes
      a distribution on its Common Stock in shares of its capital stock other than
      Common Stock; or

     

    (5)           issues
      by reclassification of its Common Stock any shares of its capital
      stock,

     

    then
      the
      number of shares of Common Stock issuable upon exercise of each Warrant
      immediately prior to such action shall be proportionately adjusted so that
      the
      holder of any Warrant thereafter exercised shall receive the aggregate number
      and kind of shares of capital stock of the Company which he would have owned
      immediately following such action if such Warrant had been exercised immediately
      prior to such action.

     

    The
      adjustment shall become effective immediately after the record date in the
      case
      of a dividend or distribution and immediately after the effective date in the
      case of a subdivision, combination or reclassification.

     

    Such
      adjustment shall be made successively whenever any event listed above shall
      occur.

     

    (b)           Adjustment
      for Rights Issue.

     

    If
      the
      Company distributes any rights, options or warrants to all holders of its Common
      Stock entitling them to purchase shares of Common Stock at a price per share
      less than the Last Reported Sale Price per share on the Business Day immediately
      preceding the ex-dividend date for such distribution of rights, options or
      warrants, the number of shares of Common Stock issuable upon exercise of each
      Warrant shall be adjusted in accordance with the formula:

     

    

     

    where:

     

    N’
      =                      the
      adjusted number of shares of Common Stock issuable upon exercise of each
      Warrant.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    N
      =           the current
      number of shares of Common Stock issuable upon exercise of each
      Warrant.

     

    O
      =           the number of
      shares of Common Stock outstanding on the record date for such
      distribution.

     

    A
      =           the number of
      additional shares of Common Stock issuable pursuant to such rights, options
      or
      warrants.

     

    P
      =           the purchase
      price per share of the additional shares.

     

    M
      =          the Last Reported
      Sale Price per share of Common Stock on the record date.

     

    The
      adjustment shall be made successively whenever any such rights, options or
      warrants are issued and shall become effective immediately after the record
      date
      for the determination of stockholders entitled to receive the rights, options
      or
      warrants.  If at the end of the period during which such rights,
      options or warrants are exercisable, not all rights, options or warrants shall
      have been exercised, the number of shares of Common Stock issuable upon exercise
      of each Warrant shall be immediately readjusted to what it would have been
      if
“N” in the above formula had been the number of shares actually
      issued.

     

    (c)           Adjustment
      for Other Distributions.

     

    If
      the
      Company distributes to all holders of its Common Stock any of its assets
      (including cash) or debt securities or any rights, options or warrants to
      purchase debt securities, assets or other securities of the Company (other
      than
      Common Stock), the number of shares of Common Stock issuable upon exercise
      of
      each Warrant shall be adjusted in accordance with the formula:

     

    

     

    where:

     

    N’
      =          the adjusted number
      of shares of Common Stock issuable upon exercise of each Warrant.

     

    N
      =           the current
      number of shares of Common Stock issuable upon exercise of each
      Warrant.

     

    M
      =          the Last Reported
      Sale Price per share of Common Stock on the Business Day immediately preceding
      the ex-dividend date for such distribution.

     

    F
      =           the fair
      market value on the ex-dividend date for such distribution of the assets,
      securities, rights, options or warrants distributable to one share of Common
      Stock after taking into account, in the case of any rights, options or warrants,
      the consideration required to be paid upon exercise thereof.  The
      Board of Directors shall reasonably determine the fair market value in good
      faith.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    The
      adjustment shall be made successively whenever any such distribution is made
      and
      shall become effective immediately after the record date for the determination
      of stockholders entitled to receive such distribution.

     

    This
      subsection (c) does not apply to regular quarterly cash dividends including
      increases thereof or rights, options or warrants referred to in subsection
      (b)
      of this Section 11.  If any adjustment is made pursuant to this
      subsection (c) as a result of the issuance of rights, options or warrants and
      at
      the end of the period during which any such rights, options or warrants are
      exercisable, not all such rights, options or warrants shall have been exercised,
      the Warrant shall be immediately readjusted as if “F” in the above formula was
      the fair market value on the ex-dividend date for such distribution of the
      indebtedness or assets actually distributed upon exercise of such rights,
      options or warrants divided by the number of shares of Common Stock outstanding
      on the ex-dividend date for such distribution.  Notwithstanding
      anything to the contrary contained in this subsection (c), if “M-F” in the above
      formula is less than $1.00, the Company may elect to, and if “M-F” or is a
      negative number, the Company shall, in lieu of the adjustment otherwise required
      by this subsection (c), distribute to the holders of the Warrants, upon exercise
      thereof, the evidences of indebtedness, assets, rights, options or warrants
      (or
      the proceeds thereof) which would have been distributed to such holders had
      such
      Warrants been exercised immediately prior to the record date for such
      distribution.

     

    (d)           Adjustment
      for Common Stock Issue.

     

    If
      the
      Company issues shares of Common Stock for a consideration per share less than
      the Last Reported Sale Price per share on the date the Company fixes the
      offering price of such additional shares, the number of shares of Common Stock
      issuable upon exercise of each Warrant shall be adjusted in accordance with
      the
      formula:

     

    

     

    where:

     

    N’
      =         the adjusted number of
      shares of Common Stock issuable upon exercise of each Warrant.

     

    N
      =          the current number
      of shares of Common Stock issuable upon exercise of each Warrant.

     

    O
      =          the number of
      shares outstanding immediately prior to the issuance of such additional
      shares.

     

    P
      =           the aggregate
      consideration received for the issuance of such additional shares.

     

    M
      =          the Last Reported
      Sale Price per share on the date of issuance of such additional
      shares.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    A
      =           the number of
      shares outstanding immediately after the issuance of such additional
      shares.

     

    The
      adjustment shall be made successively whenever any such issuance is made, and
      shall become effective immediately after such issuance.

     

    This
      subsection (d) does not apply to:

     

    (1)           any
      of the transactions described in subsections (b) and (c) of this Section
      11,

     

    (2)           the
      exercise of Warrants, or the conversion or exchange of other securities
      convertible or exchangeable for Common Stock, or the issuance of Common Stock
      upon the exercise of rights or warrants issued to the holders of Common
      Stock,

     

    (3)           Common
      Stock (and options exercisable therefor) issued to the Company’s employees,
      officers, directors, consultants or advisors (whether or not still in such
      capacity on the date of exercise) under bona fide employee benefit plans or
      stock option plans adopted by the Board of Directors of the Company and approved
      by the holders of Common Stock when required by law, if such Common Stock would
      otherwise be covered by this subsection (d),

     

    (4)           Common
      Stock issued in a bona fide public offering for cash,

     

    (5)           Common
      Stock issued in a bona fide private placement to non-affiliates of the Company,
      including without limitation the issuance of equity as consideration or partial
      consideration for acquisitions from persons that are not affiliates of the
      Company.

     

    (e)           Adjustment
      for Convertible Securities Issue.

     

    If
      the
      Company issues any securities convertible into or exchangeable for Common Stock
      (other than securities issued in transactions described in subsections (b)
      and
      (c) of this Section 11) for a consideration per share of Common Stock initially
      deliverable upon conversion or exchange of such securities less than the Last
      Reported Sale Price per share on the date of issuance of such securities, the
      number of shares of Common Stock issuable upon exercise of each Warrant shall
      be
      adjusted in accordance with this formula:

     

    

     

    where:

     

    N’
      =         the adjusted number of
      shares of Common Stock issuable upon exercise of each Warrant.

     

    N
      =          the current number
      of shares of Common Stock issuable upon exercise of each Warrant.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    O
      =          the number of
      shares outstanding immediately prior to the issuance of such
      securities.

     

    P
      =           the aggregate
      consideration received for the issuance of such securities.

     

    M
      =          the Last Reported
      Sale Price per share on the date of issuance of such securities.

     

    D
      =           the maximum
      number of shares deliverable upon conversion or in exchange for such securities
      at the initial conversion or exchange rate.

     

    The
      adjustment shall be made successively whenever any such issuance is made, and
      shall become effective immediately after such issuance.

     

    If
      all of
      the Common Stock deliverable upon conversion or exchange of such securities
      have
      not been issued when such securities are no longer outstanding, then the number
      of shares of Common Stock issuable upon exercise of each Warrant shall promptly
      be readjusted to what it would have been had the adjustment upon the issuance
      of
      such securities been made on the basis of the actual number of shares of Common
      Stock issued upon conversion or exchange of such securities.

     

    This
      subsection (e) does not apply to:

     

    (1)           convertible
      securities issued in a bona fide public offering for cash; or

     

    (2)           convertible
      securities issued in a bona fide private placement to non-affiliates of the
      Company, including the issuance of convertible securities as consideration
      or
      partial consideration for acquisitions from persons that are not affiliates
      of
      the Company.

     

    (f)           Adjustment
      for Tender or Exchange Offer.  If the Company or any of its
      subsidiaries makes a payment in respect of a tender offer or exchange offer
      for
      the Common Stock, if the cash and value of any other consideration included
      in
      the payment per share of the Common Stock exceeds the Last Reported Sale Price
      of the Common Stock on the trading day next succeeding the last date on which
      tenders or exchanges may be made pursuant to such tender or exchange offer,
      the
      number of shares of Common Stock issuable upon exercise of each Warrant will
      be
      increased based on the following formula:

     

    

     

    where,

     

    N’
      =          the adjusted number of
      shares of Common Stock issuable upon exercise of each Warrant;

     

    No
      =          the current number
      of shares of Common Stock issuable upon exercise of each warrant;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    AC
      =         the aggregate value of
      all cash and any other consideration (as determined by the Board of Directors
      of
      the Company) paid or payable for shares purchased in such tender or exchange
      offer;

     

    OSo
      =        the number of shares of Common
      Stock outstanding immediately prior to the date such tender or exchange offer
      expires;

     

    OS’
      =         the number of shares of
      Common Stock outstanding immediately after the date such tender or exchange
      offer expires; and

     

    SP’
      =          the Last Reported
      Sale Price of the Common Stock on the trading day next succeeding the date
      such
      tender or exchange offer expires.

     

    The
      adjustment shall be made successively and shall become effective immediately
      following the date such tender or exchange offer expires.

     

    (g)           Consideration
      Received.

     

    For
      purposes of any computation respecting consideration received pursuant to
      subsections (d), (e) and (f) of this Section 11, the following shall
      apply:

     

    (1)           in
      the case of the issuance of shares of Common Stock for cash, the consideration
      shall be the amount of such cash, provided that in no case shall any
      deduction be made for any commissions, discounts or other expenses incurred
      by
      the Company for any underwriting or other sale or disposition of the issue
      or
      otherwise in connection therewith;

     

    (2)           in
      the case of the issuance of shares of Common Stock for a consideration in whole
      or in part other than cash, the consideration other than cash shall be deemed
      to
      be the fair market value thereof as reasonably determined by the Board of
      Directors of the Company (irrespective of the accounting treatment thereof)
      and
      described in a Board resolution which shall be filed with the Warrant Agent;
      and

     

    (3)           in
      the case of the issuance of securities convertible into or exchangeable for
      shares, the aggregate consideration received therefor shall be deemed to be
      the
      consideration received by the Company for the issuance of such securities plus
      the additional minimum consideration, if any, to be received by the Company
      upon
      the conversion or exchange thereof for the maximum number of shares used to
      calculate the adjustment  (the consideration in each case to be
      determined in the same manner as provided in clauses (1) and (2) of this
      subsection).

     

    (h)           Defined
      Terms; When De Minimis Adjustment May Be Deferred.

     

    As
      used in
      this section 11:

     

    (1)           “ex-dividend
      date” means the first date on which the shares of Common Stock trade on the
      applicable exchange or in the applicable market, regular way, without the right
      to receive the issuance or distribution in question;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (2)           “trading
      day” means, with respect to the Common Stock or any other security, a day during
      which (i) trading in the Common Stock or such other security generally occurs,
      (ii) there is no market disruption event (as defined below) and (iii) a Last
      Reported Sale Price for the Common Stock or such other security (other than
      a
      Last Reported Sale Price referred to in the next to last clause of such
      definition) is available for such day; provided that if the Common Stock
      or such other security is not admitted for trading or quotation on or by any
      exchange, bureau or other organization, “trading day” will mean any Business
      Day;

     

    (3)           
      “market disruption event” means, with respect to the Common Stock or any other
      security, the occurrence or existence of more than one-half hour period in
      the
      aggregate or any scheduled trading day for the Common Stock or such other
      security of any suspension or limitation imposed on trading (by reason of
      movements in price exceeding limits permitted by the stock exchange or
      otherwise) in the Common Stock or such other security or in any options,
      contract, or future contracts relating to the Common Stock or such other
      security, and such suspension or limitation occurs or exists at any time before
      1:00 p.m. (New York time) on such day; and

     

    (4)           “Business
      Day” means, any day on which the American Stock Exchange is open for trading and
      which is not a Saturday, a Sunday or any other day on which banks in the City
      of
      New York, New York, are authorized or required by law to close.

     

    No
      adjustment in the number of shares of Common Stock issuable upon exercise of
      each Warrant need be made unless the adjustment would require an increase or
      decrease of at least 1% in such number.  Any adjustments that are not
      made shall be carried forward and taken into account in any subsequent
      adjustment.

     

    All
      calculations under this Section 11 shall be made to the nearest cent or to
      the
      nearest 1/100th of a share, as the case may be.

     

    (i)           When
      No Adjustment Required.

     

    No
      adjustment need be made for a transaction referred to in subsections (b), (c),
      (d), (e) or (f) of this Section 11 if Warrant holders are to participate,
      without requiring the Warrants to be exercised, in the transaction on a basis
      and with notice that the Board of Directors of the Company reasonably determines
      to be fair and appropriate in light of the basis and notice on which holders
      of
      Common Stock participate in the transaction.

     

    No
      adjustment need be made for a change in the par value or no par value of the
      Common Stock.

     

    To
      the
      extent the Warrants become convertible into cash, no adjustment need be made
      thereafter as to the amount of cash into which such Warrants are
      exercisable.  Interest will not accrue on the cash.

     

    (j)           Notice
      of Adjustment.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Whenever
      the number of shares of Common Stock issuable upon exercise of each Warrant
      is
      adjusted, the Company shall provide the notices required by Section 13
      hereof.

     

    (k)           Notice
      of Certain Transactions.

     

    If:

     

    (1)           the
      Company takes any action that would require an adjustment in the Exercise Price
      pursuant to subsections (a), (b), (c), (d), (e) or (f) of this Section 11 and
      if
      the Company does not arrange for Warrant holders to participate pursuant to
      subsection (i) of this Section 11;

     

    (2)           the
      Company takes any action that would require a supplemental Warrant Agreement
      pursuant to subsection (l) of this Section 11; or

     

    (3)           there
      is a liquidation or dissolution of the Company,

     

    the
      Company shall mail to Warrant holders a notice stating the proposed record
      date
      for a dividend or distribution or the proposed effective date of a subdivision,
      combination, reclassification, consolidation, merger, transfer, lease,
      liquidation or dissolution.  The Company shall mail the notice at
      least 15 days before such date.  Failure to mail the notice or any
      defect in it shall not affect the validity of the transaction.

     

    (l)           Reorganization
      of Company.

     

    If
      the
      Company consolidates or merges with or into, or transfers or leases all or
      substantially all its assets to, any person, upon consummation of such
      transaction the Warrants shall automatically become exercisable for the kind
      and
      amount of securities, cash or other assets which the holder of a Warrant would
      have owned immediately after the consolidation, merger, transfer or lease if
      such holder had exercised the Warrant immediately before the effective date
      of
      the transaction; provided that (i) if the holders of Common Stock were
      entitled to exercise a right of election as to the kind or amount of securities,
      cash or other assets receivable upon such consolidation or merger, then the
      kind
      and amount of securities, cash or other assets for which each Warrant shall
      become exercisable shall be deemed to be the weighted average of the kind and
      amount received per share by the holders of Common Stock in such consolidation
      or merger that affirmatively make such election or (ii) if a tender or exchange
      offer shall have been made to and accepted by the holders of Common Stock under
      circumstances in which, upon completion of such tender or exchange offer, the
      maker thereof, together with members of any group (within the meaning of Rule
      13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)) of which such maker is a part, and together with any affiliate or
      associate of such maker (within the meaning of Rule 12b-2 under the Exchange
      Act) and any members of any such group of which any such affiliate or associate
      is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
      Act) more than 50% of the outstanding shares of Common Stock, the holder of
      a
      Warrant shall be entitled to receive the highest amount of cash, securities
      or
      other property to which such holder would actually have been entitled as a
      shareholder if such Warrant holder had exercised the Warrant prior to the
      expiration of such tender or exchange offer, accepted such offer and all of
      the
      Common Stock held by such holder had been purchased pursuant to such tender
      or
      exchange offer, subject to adjustments (from and

     

    
      
        
        

      

      
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    after
      the
      consummation of such tender or exchange offer) as nearly equivalent as possible
      to the adjustments provided for in this Section 11.  Concurrently with
      the consummation of any such transaction, the corporation or other entity formed
      by or surviving any such consolidation or merger if other than the Company,
      or
      the person to which such sale or conveyance shall have been made, shall enter
      into a supplemental Warrant Agreement so providing and further providing for
      adjustments which shall be as nearly equivalent as may be practical to the
      adjustments provided for in this Section.  The successor Company shall
      mail to Warrant holders a notice describing the supplemental Warrant
      Agreement.

     

    If
      the
      issuer of securities deliverable upon exercise of Warrants under the
      supplemental Warrant Agreement is an affiliate of the formed, surviving,
      transferee or lessee corporation, that issuer shall join in the supplemental
      Warrant Agreement.

     

    If
      this
      subsection (l) applies, subsections (a), (b), (c), (d), (e) and (f) of this
      Section 11 do not apply.

     

    (m)          Warrant
      Agent’s Disclaimer.

     

    The
      Warrant Agent has no duty to determine when an adjustment under this Section
      11
      should be made, how it should be made or what it should be.  The
      Warrant Agent has no duty to determine whether any provisions of a supplemental
      Warrant Agreement under subsection (l) of this Section 11 are
      correct.  The Warrant Agent makes no representation as to the validity
      or value of any securities or assets issued upon exercise of
      Warrants.  The Warrant Agent shall not be responsible for the
      Company’s failure to comply with this Section.

     

    (n)           When
      Issuance May Be Deferred.

     

    In
      any
      case in which this Section 11 shall require that an adjustment in the number
      of
      shares of Common Stock issuable upon exercise of each Warrant be made effective
      as of a record date for a specified event, the Company may elect to defer until
      the occurrence of such event issuing to the holder of any Warrant exercised
      after such record date the Warrant Shares and other capital stock of the
      Company, if any, issuable upon such exercise over and above the Warrant Shares
      and other capital stock of the Company, if any, issuable upon such exercise
      on
      the basis of the number of shares of Common Stock issuable upon exercise of
      each
      Warrant; provided, however, that the Company shall deliver to such
      holder a due bill or other appropriate instrument evidencing such holder’s right
      to receive such additional Warrant Shares and other capital stock upon the
      occurrence of the event requiring such adjustment.

     

    (o)           Adjustment
      in Exercise Price.

     

    Upon
      each
      event that provides for an adjustment of the number of shares of Common Stock
      issuable upon exercise of each Warrant pursuant to this Section 11, each Warrant
      outstanding prior to the making of the adjustment shall thereafter have an
      adjusted Exercise Price (calculated to the nearest ten millionth) obtained
      from
      the following formula:

     

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    where:

     

    E’
      =          the adjusted
      Exercise Price.

     

    E
      =           the Exercise
      Price prior to adjustment.

     

    N’
      =         the adjusted number of
      Warrant Shares issuable upon exercise of a Warrant by payment of the adjusted
      Exercise Price.

     

    N
      =          the number of
      Warrant Shares previously issuable upon exercise of a Warrant by payment of
      the
      Exercise Price prior to adjustment.

     

    Following
      any adjustment to the Exercise Price pursuant to this Section 11, the amount
      payable, when adjusted and together with any consideration allocated to the
      issuance of the Warrants, shall never be less than the par value per Warrant
      Share at the time of such adjustment.  Such adjustment shall be made
      successively whenever any event listed above shall occur.

     

    (p)           Form
      of Warrants.

     

    Irrespective
      of any adjustments in the number or kind of shares issuable upon the exercise
      of
      the Warrants or the Exercise Price, Warrants theretofore or thereafter issued
      may continue to express the same number and kind of shares and Exercise Price
      as
      are stated in the Warrants initially issuable pursuant to this
      Agreement.

     

    The
      provisions of this Section 11 shall not apply until issuance of the Public
      Warrants.

     

    SECTION
      12.  Fractional Interests.  The Company
      shall not be required to issue fractional Warrant Shares on the exercise of
      Warrants.  If more than one Warrant shall be presented for exercise in
      full at the same time by the same holder, the number of full Warrant Shares
      which shall be issuable upon the exercise thereof shall be computed on the
      basis
      of the aggregate number of Warrant Shares purchasable on exercise of the
      Warrants so presented.  If any fraction of a Warrant Share would,
      except for the provisions of this Section 12, be issuable on the exercise of
      any
      Warrants (or specified portion thereof), the Company shall, upon such exercise,
      round up to the nearest whole number of number of Warrant Shares to be issued
      to
      the Warrant holder.

     

    SECTION
      13.  Notices to Warrant Holders.  Upon any
      adjustment of the Exercise Price pursuant to Section 11, the Company shall
      promptly thereafter, and in any event within five days, (i) cause to be filed
      with the Warrant Agent a certificate executed by the Chief Financial Officer
      or
      principal financial officer of the Company setting forth the number of Warrant
      Shares issuable upon exercise of each Warrant after such adjustment and setting
      forth in reasonable detail the method of calculation and the facts upon which
      such calculations are based, and (ii) cause to be given to each of the
      registered holders of the Warrant Certificates at his address appearing on
      the
      Warrant register written notice of such adjustments by first-class mail, postage
      prepaid.  Where appropriate, such notice may be given in advance and
      included as a part of the notice required to be mailed under the other
      provisions of this Section 13.  The Warrant Agent shall be fully
      protected in relying on any such certificate and on any adjustment therein
      contained and shall not

     

    
      
        
        

      

      
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    be
      deemed
      to have knowledge of such adjustment unless and until it shall have received
      such certificate.

     

    In
      case:

     

    (a)           the
      Company shall authorize the issuance to all holders of shares of Common Stock
      of
      rights, options or warrants to subscribe for or purchase shares of Common Stock
      or of any other subscription rights or warrants; or

     

    (b)           the
      Company shall authorize the distribution to all holders of shares of Common
      Stock of evidences of its indebtedness or assets (other than regular cash
      dividends or dividends payable in shares of Common Stock or distributions
      referred to in subsection (b) of Section 11 hereof); or

     

    (c)           of
      any consolidation or merger to which the Company is a party and for which
      approval of any shareholders of the Company is required, or of the conveyance
      or
      transfer of the properties and assets of the Company substantially as an
      entirety, or of any reclassification or change of Common Stock issuable upon
      exercise of the Warrants (other than a change in par value, or from par value
      to
      no par value, or from no par value to par value, or as a result of a subdivision
      or combination), or a tender offer or exchange offer for shares of Common Stock;
      or

     

    (d)           of
      the voluntary or involuntary dissolution, liquidation or winding up of the
      Company; or

     

    (e)           the
      Company proposes to take any action not specified above which would require
      an
      adjustment of the Exercise Price pursuant to Section 11 hereof;

     

    then
      the
      Company shall cause to be filed with the Warrant Agent and shall cause to be
      given to each of the registered holders of the Warrant Certificates at his
      address appearing on the Warrant register, at least 10 calendar days prior
      to
      the applicable record date hereinafter specified, or as promptly as practicable
      under the circumstances in the case of events for which there is no record
      date,
      by first-class mail, postage prepaid, a written notice stating (i) the date
      as
      of which the holders of record of shares of Common Stock to be entitled to
      receive any such rights, options, warrants or distribution are to be determined,
      or (ii) the initial expiration date set forth in any tender offer or exchange
      offer for shares of Common Stock, or (iii) the date on which any such
      consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
      up is expected to become effective or consummated, and the date as of which
      it
      is expected that holders of record of shares of Common Stock shall be entitled
      to exchange such shares for securities or other property, if any, deliverable
      upon such reclassification, consolidation, merger, conveyance, transfer,
      dissolution, liquidation or winding up.  The failure to give the
      notice required by this Section 13 or any defect therein shall not affect the
      legality or validity of any distribution, right, option, warrant, consolidation,
      merger, conveyance, transfer, dissolution, liquidation or winding up, or the
      vote upon any action.

     

    Nothing
      contained in this Agreement or in any of the Warrant Certificates shall be
      construed as conferring upon the holders thereof the right to vote or to consent
      or to receive notice as shareholders in respect of the meetings of shareholders
      or the election of Directors of the Company or any other matter, or any rights
      whatsoever as shareholders of the Company.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    SECTION
      14.  Merger, Consolidation or Change of Name 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, or any
      corporation succeeding to all or substantially all the corporate trust or agency
      business of the Warrant Agent, shall be the successor to the Warrant Agent
      hereunder without the execution or filing of any paper or any further act on
      the
      part of any of the parties hereto, provided that such corporation would
      be eligible for appointment as a successor warrant agent under the provisions
      of
      Section 16.  In case at the time such successor to the Warrant Agent
      shall succeed to the agency created by this Agreement, and in case at that
      time
      any of the Warrant Certificates shall have been countersigned but not delivered,
      any such successor to the Warrant Agent may adopt the countersignature of the
      original Warrant Agent; and in case at that time any of the Warrant Certificates
      shall not have been countersigned, any successor to the Warrant Agent may
      countersign such Warrant Certificates either in the name of the predecessor
      Warrant Agent or in the name of the successor to the Warrant Agent; and in
      all
      such cases such Warrant Certificates shall have the full force and effect
      provided in the Warrant Certificates and in this Agreement.

     

    In
      case at
      any time the name of the Warrant Agent shall be changed and at such time any
      of
      the Warrant Certificates shall have been countersigned but not delivered, the
      Warrant Agent whose name has been changed may adopt the countersignature under
      its prior name, and in case at that time any of the Warrant Certificates shall
      not have been countersigned, the Warrant Agent may countersign such Warrant
      Certificates either in its prior name or in its changed name, and in all such
      cases such Warrant Certificates shall have the full force and effect provided
      in
      the Warrant Certificates and in this Agreement.

     

    SECTION
      15.  Warrant Agent.  The Warrant Agent
      undertakes the duties and obligations imposed by this Agreement (and no implied
      duties or obligations shall be read into this Agreement against the Warrant
      Agent) upon the following terms and conditions, by all of which the Company
      and
      the holders of Warrants, by their acceptance thereof, shall be
      bound:

     

    (a)           The
      statements contained herein and in the Warrant Certificates shall be taken
      as
      statements of the Company and the Warrant Agent assumes no responsibility for
      the correctness of any of the same except such as describe the Warrant Agent
      or
      action taken or to be taken by it.  The Warrant Agent assumes no
      responsibility with respect to the distribution of the Warrant Certificates
      except as herein otherwise provided.

     

    (b)           The
      Warrant Agent shall not be responsible for any failure of the Company to comply
      with any of the covenants contained in this Agreement or in the Warrant
      Certificates to be complied with by the Company.

     

    (c)           The
      Warrant Agent may consult at any time with counsel of its own selection (who
      may
      be counsel for the Company) and the Warrant Agent shall incur no liability
      or
      responsibility to the Company or to any holder of any Warrant Certificate in
      respect of any action taken, suffered or omitted by it hereunder in good faith
      and in accordance with the opinion or the advice of such counsel.  The
      Warrant Agent may execute any of the trusts or powers hereunder or perform
      any
      duties hereunder either directly or through agents or attorneys and
      the

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Warrant
      Agent shall not be responsible for any misconduct or negligence on the part
      of
      any agent or attorney appointed with due care by it hereunder.

     

    (d)           The
      Warrant Agent may conclusively rely, as to the truth of the statements and
      the
      correctness of the opinions expressed therein, upon certificates or opinions
      furnished to the Warrant Agent and conforming to the requirements of this
      Agreement.  The Warrant Agent shall incur no liability or
      responsibility to the Company or to any holder of any Warrant Certificate for
      any action taken in reliance on any Warrant Certificate, certificate of shares,
      notice, resolution, waiver, consent, order, certificate, or other paper,
      document or instrument (whether in its original or facsimile form) believed
      by
      it to be genuine and to have been signed, sent or presented by the proper party
      or parties.

     

    (e)           The
      Company agrees to pay to the Warrant Agent such compensation for all services
      rendered by the Warrant Agent in the administration and execution of this
      Agreement as the Company and the Warrant Agent shall agree in writing and to
      reimburse the Warrant Agent for all expenses, taxes and governmental charges
      and
      other charges of any kind and nature incurred by the Warrant Agent in the
      execution of this Agreement (including reasonable fees and expenses of its
      outside counsel) and to indemnify the Warrant Agent (and any predecessor Warrant
      Agent) and save it harmless against any and all claims (whether asserted by
      the
      Company, a holder or any other person), damages, losses, expenses (including
      taxes other than taxes based on the income of the Warrant Agent), liabilities,
      including judgments, costs and reasonable outside counsel fees and expenses,
      for
      anything done or omitted by the Warrant Agent in the execution of this Agreement
      except as a result of its negligence or willful misconduct.  The
      provisions of this Section 15(e) shall survive the expiration of the Warrants
      and the termination of this Agreement.

     

    (f)           The
      Warrant Agent shall be under no obligation to institute any action, suit or
      legal proceeding or to take any other action likely to involve expense unless
      the Company or one or more registered holders of Warrant Certificates shall
      furnish the Warrant Agent with security and indemnity satisfactory to it for
      any
      costs and expenses which may be incurred, but this provision shall not affect
      the power of the Warrant Agent to take such action as it may consider proper,
      whether with or without any such security or indemnity.  All rights of
      action under this Agreement or under any of the Warrants may be enforced by
      the
      Warrant Agent without the possession of any of the Warrant Certificates or
      the
      production thereof at any trial or other proceeding relative thereto, and any
      such action, suit or proceeding instituted by the Warrant Agent shall be brought
      in its name as Warrant Agent and any recovery of judgment shall be for the
      ratable benefit of the registered holders of the Warrants, as their respective
      rights or interests may appear.

     

    (g)           The
      Warrant Agent, and any stockholder, director, officer or employee of it, may
      buy, sell or deal in any of the Warrants or other securities of the Company
      or
      become pecuniarily interested in any transaction in which the Company may be
      interested, or contract with or lend money to the Company or otherwise act
      as
      fully and freely as though it were not Warrant Agent under this Agreement,
      subject to compliance with applicable laws.  Nothing herein shall
      preclude the Warrant Agent from acting in any other capacity for the Company
      or
      for any other legal entity.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (h)           The
      Warrant Agent shall act hereunder solely as agent for the Company, and its
      duties shall be determined solely by the provisions hereof.  The
      Warrant Agent shall not be liable for anything that it may do or refrain from
      doing in connection with this Agreement except for its own negligence or willful
      misconduct.  Notwithstanding anything in this Agreement to the
      contrary, in no event shall the Warrant Agent be liable for special, indirect,
      punitive or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits), even if the Warrant Agent has been advised of
      the
      likelihood of the loss or damage and regardless of the form of the
      action.

     

    (i)           The
      Warrant Agent shall not at any time be under any duty or responsibility to
      any
      holder of any Warrant Certificate to make or cause to be made any adjustment
      of
      the Exercise Price or number of the Warrant Shares or other securities or
      property deliverable as provided in this Agreement, or to determine whether
      any
      facts exist which may require any of such adjustments, or with respect to the
      nature or extent of any such adjustments, when made, or with respect to the
      method employed in making the same.  The Warrant Agent shall not be
      accountable with respect to the validity or value or the kind or amount of
      any
      Warrant Shares or of any securities or property which may at any time be issued
      or delivered upon the exercise of any Warrant or with respect to whether any
      such Warrant Shares or other securities will when issued be validly issued
      and
      fully paid and nonassessable, and makes no representation with respect
      thereto.

     

    (j)           Notwithstanding
      anything in this Agreement to the contrary, neither the Company nor the Warrant
      Agent shall have any liability to any holder of a Warrant Certificate or other
      Person as a result of its inability to perform any of its obligations under
      this
      Agreement by reason of any preliminary or permanent injunction or other order,
      decree or ruling issued by a court of competent jurisdiction or by a
      governmental, regulatory or administrative agency or commission, or any statute,
      rule, regulation or executive order promulgated or enacted by any governmental
      authority prohibiting or otherwise restraining performance of such obligation;
      provided that (i) the Company must use its reasonable best efforts to
      have any such order, decree or ruling lifted or otherwise overturned as soon
      as
      possible and (ii) nothing in this Section 15(j) shall affect the Company’s
      obligation under Section 6(e) to use its best efforts to have a registration
      statement in effect covering the Warrant Shares issuable upon exercise of the
      Warrants and to maintain a current prospectus relating to those Warrant
      Shares.

     

    (k)           Any
      application by the Warrant Agent for written instructions from the Company
      may,
      at the option of the Warrant Agent, set forth in writing any action proposed
      to
      be taken or omitted by the Warrant Agent under this Agreement and the date
      on
      and/or after which such action shall be taken or such omission shall be
      effective.  The Warrant Agent shall not be liable for any action taken
      by, or omission of, the Warrant Agent in accordance with a proposal included
      in
      such application on or after the date specified in such application (which
      date
      shall not be less than three Business Days after the date any officer of the
      Company actually receives such application, unless any such officer shall have
      consented in writing to any earlier date) unless prior to taking any such action
      (or the effective date in the case of an omission), the Warrant Agent shall
      have
      received written instructions in response to such application specifying the
      action to be taken or omitted.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (l)           No
      provision of this Agreement shall require the Warrant Agent to expend or risk
      its own funds or otherwise incur any financial liability in the performance
      of
      any of its duties hereunder or in the exercise of its rights.

     

    (m)                      In
      addition to the foregoing, the Warrant Agent shall be protected and shall incur
      no liability for, or in respect of, any action taken or omitted by it in
      connection with its administration of this Agreement if such acts or omissions
      are not the result of the Warrant Agent’s reckless disregard of its duty, gross
      negligence or willful misconduct and are in reliance upon (i) the proper
      execution of the certification concerning beneficial ownership appended to
      the
      form of assignment and the form of the election attached hereto unless the
      Warrant Agent shall have actual knowledge that, as executed, such certification
      is untrue, or (ii) the non-execution of such certification including, without
      limitation, any refusal to honor any otherwise permissible assignment or
      election by reason of such non-execution.

     

    SECTION
      16.  Change of Warrant Agent.  The Warrant
      Agent may at any time resign as Warrant Agent upon written notice to the
      Company.  If the Warrant Agent shall become incapable of acting as
      Warrant Agent, the Company shall appoint a successor to such 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
      of such incapacity by the Warrant Agent or by the registered holder of a Warrant
      Certificate, then the registered holder of any Warrant Certificate or the
      Warrant Agent may apply, at the expense of the Company, to any court of
      competent jurisdiction for the appointment of a successor to the Warrant
      Agent.  Pending appointment of a successor to such Warrant Agent,
      either by the Company or by such a court, the duties of the Warrant Agent shall
      be carried out by the Company.  The holders of a majority of the
      unexercised Warrants shall be entitled at any time to remove the Warrant Agent
      and appoint a successor to such Warrant Agent.  If a Successor Warrant
      Agent shall not have been appointed within 30 days of such removal, the Warrant
      Agent may apply, at the expense of the Company, to any court of competent
      jurisdiction for the appointment of a successor to the Warrant
      Agent.  Such successor to the Warrant Agent need not be approved by
      the Company or the former Warrant Agent.  After appointment the
      successor to the Warrant Agent shall be vested with the same powers, rights,
      duties and responsibilities as if it had been originally named as Warrant Agent
      without further act or deed; but the former Warrant Agent upon payment of all
      fees and expenses due it and its agents and counsel shall deliver and transfer
      to the successor to the Warrant Agent any property at the time held by it
      hereunder and execute and deliver any further assurance, conveyance, act or
      deed
      necessary for the purpose.  Failure to give any notice provided for in
      this Section 16, however, or any defect therein, shall not affect the legality
      or validity of the appointment of a successor to the Warrant Agent.

     

    SECTION
      17.  Notices to Company and Warrant
      Agent.  Any notice or demand authorized by this Agreement to be
      given or made by the Warrant Agent or by the registered holder of any Warrant
      Certificate to or on the Company shall be sufficiently given or made when and
      if
      deposited in the mail, first class or registered, postage prepaid, addressed
      (until another address is filed in writing by the Company with the Warrant
      Agent), as follows:

     

    GHL
      Acquisition Corp.

    c/o
      Greenhill & Co., Inc.

    300
      Park
      Avenue, 23rd
      Floor

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    New
      York,
      New York 10022

    Fax
      No.:
      (212) 389-1700

    Attention:
      General Counsel

     

    In
      case
      the Company shall fail to maintain such office or agency or shall fail to give
      such notice of the location or of any change in the location thereof,
      presentations may be made and notices and demands may be served at the principal
      corporate trust office of the Warrant Agent.

     

    Any
      notice
      pursuant to this Agreement to be given by the Company or by the registered
      holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently
      given when and if deposited in the mail, first-class or registered, postage
      prepaid, addressed (until another address is filed in writing by the Warrant
      Agent with the Company) to the Warrant Agent as follows:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane, Plaza Level

    New
      York,
      New York 10038

    Attention:
      Compliance Department

     

    SECTION
      18.  Supplements and Amendments.  The
      Company and the Warrant Agent may from time to time supplement or amend this
      Agreement without the approval of any holders of Warrant Certificates in order
      to cure any ambiguity or to correct or supplement any provision contained herein
      which may be defective or inconsistent with any other provision herein, or
      to
      make any other provisions in regard to matters or questions arising hereunder
      which the Company and the Warrant Agent may deem necessary or desirable and
      which shall not in any way adversely affect the interests of the holders of
      Warrant Certificates theretofore issued.  Upon the delivery of a
      certificate from an appropriate officer of the Company that states that the
      proposed supplement or amendment is in compliance with the terms of this Section
      18, the Warrant Agent shall execute such supplement or
      amendment.  Notwithstanding anything in this Agreement to the
      contrary, the prior written consent of the Warrant Agent must be obtained in
      connection with any supplement or amendment that alters the rights or duties
      of
      the Warrant Agent.  The Company and the Warrant Agent may amend any
      provision herein with the consent of the holders of Warrants exercisable for
      a
      majority of the Warrant Shares issuable on exercise of all outstanding Warrants
      that would be affected by such amendment; provided that any amendment
      affecting the Public Warrants must be approved by the holders of a majority
      of
      the Public Warrants.  Without limiting the generality of the
      foregoing, prior to the issuance of any Public Warrants, this Agreement
      (including Exhibit A hereto) may be amended by the Company and the
      Warrant Agent, without the consent of any holder of Private Warrants, to modify
      in any way or provide for the terms of the Public Warrants.

     

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

     

    SECTION
      20.  Termination.  This Agreement will
      terminate on the date that is five years from the date of the final prospectus
      for the Initial Public Offering, or on any earlier date if all Warrants have
      been exercised or expired without exercise.  The provisions of Section
      15 hereof shall survive such termination.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    SECTION
      21.  Governing Law.  This Agreement and each
      Warrant Certificate issued hereunder shall be deemed to be a contract made
      under
      the laws of the State of New York and for all purposes shall be construed in
      accordance with the internal laws of said State.  The parties agree
      that, all actions and proceedings arising out of this Agreement or any of the
      transactions contemplated hereby, shall be brought in the United States District
      Court for the Southern District of New York or in a New York State Court in
      the
      County of New York and that, in connection with any such action or proceeding,
      submit to the jurisdiction of, and venue in, such court.  Each of the
      parties hereto also irrevocably waives all right to trial by jury in any action,
      proceeding or counterclaim arising out of this Agreement or the transactions
      contemplated hereby.

     

    SECTION
      22.  Benefits of This Agreement.  Nothing in
      this Agreement shall be construed to give to any person or corporation other
      than the Company, the Warrant Agent and the registered holders of the Warrant
      Certificates any legal or equitable right, remedy or claim under this Agreement,
      and this Agreement shall be for the sole and exclusive benefit of the Company,
      the Warrant Agent and the registered holders of the Warrant
      Certificates.

     

    SECTION
      23.  Counterparts.  This 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.

     

    SECTION
      24.  Force Majeure.  In no event shall the
      Warrant Agent be responsible or liable for any failure or delay in the
      performance of its obligations under this Agreement arising out of or caused
      by,
      directly or indirectly, forces beyond its reasonable control, including without
      limitation strikes, work stoppages, accidents, acts of war or terrorism, civil
      or military disturbances, nuclear or natural catastrophes or acts of God, and
      interruptions, loss or malfunctions of utilities, communications or computer
      (software or hardware) services.

     

    [Remainder
      of Page Intentionally Left Blank]

     

     

     

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the parties hereto have caused this Agreement to be duly executed,
      as
      of the day and year first above written.

     

    
      	 	
              GHL
                ACQUISITION CORP.

            
	 	 
	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

     

     

    
      	 	
              AMERICAN
                STOCK TRANSFER & TRUST

              COMPANY,
                as Warrant Agent

            
	 	 
	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    [Form
      of
      Warrant Certificate]

     

    [Face]

     

    Warrant
      Certificate

     

    GHL
      ACQUISITION CORP.

     

    This
      Warrant Certificate certifies that ________________________, or registered
      assigns, is the registered holder of __________ warrants (the “Warrants”)
      to purchase shares of Common Stock, $.001 par value (the “Common Stock”),
      of GHL Acquisition Corp., a Delaware corporation (the
“Company”).  Each Warrant entitles the holder, upon exercise
      during the period set forth in the Warrant Agreement referred to below, to
      receive from the Company that number of fully paid and nonassessable shares
      of
      Common Stock (each, a “Warrant Share”) as set forth below at the exercise
      price (the “Exercise Price”) as determined pursuant to the Warrant
      Agreement payable in lawful money of the United States of America upon surrender
      of this Warrant Certificate and payment of the Exercise Price (or on a cashless
      basis, if applicable, pursuant to the terms of the Warrant Agreement) at the
      office or agency of the Warrant Agent, but only subject to the conditions set
      forth herein and in the Warrant Agreement.

     

    Each
      Warrant is initially exercisable for one share of Common Stock.  The
      number of Warrant Shares issuable upon exercise of the Warrants are subject
      to
      adjustment upon the occurrence of certain events set forth in the Warrant
      Agreement.

     

    The
      initial Exercise Price per share of Common Stock for any Warrant is equal to
      $7.50 per share.  The Exercise Price is subject to adjustment upon the
      occurrence of certain events set forth in the Warrant Agreement.

     

    Warrants
      may be exercised only during the Warrant Exercise Period subject to the
      conditions set forth in the Warrant Agreement and to the extent not exercised
      by
      the end of such Warrant Exercise Period such Warrants shall become
      void.

     

    Reference
      is hereby made to the further provisions of this Warrant Certificate set forth
      on the reverse hereof and such further provisions shall for all purposes have
      the same effect as though fully set forth at this place.

     

    This
      Warrant Certificate shall not be valid unless countersigned by the Warrant
      Agent, as such term is used in the Warrant Agreement.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    This
      Warrant Certificate shall be governed and construed in accordance with the
      internal laws of the State of New York, without regard to conflicts of laws
      principles thereof.

     

    
      	 	 	
              GHL
                ACQUISITION CORP.

            
	 	 	 
	 	 	 	
              By:

            	 	 
	 	 	 	
              Name:

            	 
	 	 	 	
              Title:

            	 
	 	 	 
	
              Countersigned:

              Dated:                  ,
                20

            	 	 
	
              AMERICAN
                STOCK TRANSFER & TRUST

              COMPANY,
                as Warrant Agent

            	 	 
	 	 	 
	 	 	 
	 	 	 
	
              By

            	 	 	 
	 	
              Authorized
                Signatory

            	 	 


    

     

     

    
 

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    [Form
      of
      Warrant Certificate]

     

    [Reverse]

     

    The
      Warrants evidenced by this Warrant Certificate are part of a duly authorized
      issue of Warrants entitling the holder on exercise to receive shares of Common
      Stock, par value $0.001 per share, of the Company (the “Common Stock”), and are
      issued or to be issued pursuant to a Warrant Agreement dated as of November
      12,
      2007 (the “Warrant Agreement”), duly executed and delivered by the
      Company to American Stock Transfer & Trust Company, a New York corporation,
      as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby
      incorporated by reference in and made a part of this instrument and is hereby
      referred to for a description of the rights, limitation of rights, obligations,
      duties and immunities thereunder of the Warrant Agent, the Company and the
      holders (the words “holders” or “holder” meaning the registered holders or
      registered holder) of the Warrants.  A copy of the Warrant Agreement
      may be obtained by the holder hereof upon written request to the
      Company.  Defined terms used in this Warrant Certificate but not
      defined herein shall have the meanings given to them in the Warrant
      Agreement.

     

    Warrants
      may be exercised at any time during the Warrant Exercise Period set forth in
      the
      Warrant Agreement.  The holder of Warrants evidenced by this Warrant
      Certificate may exercise them by surrendering this Warrant Certificate, with
      the
      form of election to purchase set forth hereon properly completed and executed,
      together with payment of the Exercise Price as specified in the Warrant
      Agreement (or on a cashless basis, if applicable, pursuant to the terms of
      the
      Warrant Agreement) at the principal corporate trust office of the Warrant
      Agent.  In the event that upon any exercise of Warrants evidenced
      hereby the number of Warrants exercised shall be less than the total number
      of
      Warrants evidenced hereby, there shall be issued to the holder hereof or his
      assignee a new Warrant Certificate evidencing the number of Warrants not
      exercised.  No adjustment shall be made for any dividends on any
      Common Stock issuable upon exercise of this Warrant.

     

    Notwithstanding
      anything else in this Warrant Certificate or the Warrant Agreement, no Warrant
      may be exercised unless at the time of exercise (i) a registration statement
      covering the Warrant Shares to be issued upon exercise (other than Warrant
      Shares to be issued upon exercise of any Private Warrant) is effective under
      the
      Act and (ii) a prospectus thereunder relating to the Warrant Shares (other
      than
      Warrant Shares to be issued upon exercise of any Private Warrant) is
      current.  In no event shall the Warrants be settled on a net cash
      basis during the Warrant Exercise Period nor shall the Company be required
      to
      issue unregistered shares upon the exercise of any Warrant that is not a Private
      Warrant.

     

    The
      Warrant Agreement provides that upon the occurrence of certain events the number
      of Warrant Shares set forth on the face hereof may, subject to certain
      conditions, be adjusted.  No fractions of a share of Common Stock will
      be issued upon the exercise of any Warrant, but the Company shall round up
      to
      the nearest whole number the number of Warrant Shares to be issued as provided
      in the Warrant Agreement.

     

    Warrant
      Certificates, when surrendered at the principal corporate trust office of the
      Warrant Agent by the registered holder thereof in person or by legal
      representative or attorney

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    duly
      authorized in writing, may be exchanged, in the manner and subject to the
      limitations provided in the Warrant Agreement, but without payment of any
      service charge, for another Warrant Certificate or Warrant Certificates of
      like
      tenor evidencing in the aggregate a like number of Warrants.

     

    Upon
      due
      presentation for registration of transfer of this Warrant Certificate at the
      office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
      of
      like tenor and evidencing in the aggregate a like number of Warrants shall
      be
      issued to the transferee(s) in exchange for this Warrant Certificate, subject
      to
      the limitations provided in the Warrant Agreement, without charge except for
      any
      tax or other governmental charge imposed in connection therewith.

     

    The
      Company and the Warrant Agent may deem and treat the registered holder(s)
      thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
      any notation of ownership or other writing hereon made by anyone), for the
      purpose of any exercise hereof, of any distribution to the holder(s) hereof,
      and
      for all other purposes, and neither the Company nor the Warrant Agent shall
      be
      affected by any notice to the contrary.  Neither the Warrants nor this
      Warrant Certificate entitles any holder hereof to any rights of a stockholder
      of
      the Company.

     

     

     

     

     

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    Election
      to Purchase

     

    (To
      Be
      Executed Upon Exercise Of Warrant)

     

    The
      undersigned hereby irrevocably elects to exercise the right, represented by
      this
      Warrant Certificate, to receive __________ shares of Common Stock and herewith
      tenders payment for such shares to the order of GHL Acquisition Corp. in the
      amount of $______ in accordance with the terms hereof.  The
      undersigned requests that a certificate for such shares be registered in the
      name of ________________, whose address is _______________________________
      and
      that such shares be delivered to ________________ whose address is ___________
      ______________________.  If said number of shares is less than all of
      the shares of Common Stock purchasable hereunder, the undersigned requests
      that
      a new Warrant Certificate representing the remaining balance of such shares
      be
      registered in the name of ______________, whose address
      is  _________________________, and that such Warrant Certificate be
      delivered to _________________, whose address is
      __________________.

     

    
      	 	
              Signature:

            
	
              Date:                        ,
                20

            	 
	 	
              Signature
                Guaranteed:

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    LEGEND
      FOR PRIVATE WARRANTS

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON
      STOCK
      OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES
      LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
      STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS
      AVAILABLE.  IN ADDITION, THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE
      WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN
      CIRCUMSTANCES].1

     

    SECURITIES
      EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE
      UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER
      A
      REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

     

    
      	
              No.
                _____

            	
              _______
                Warrants

            


    

    


    


    

      

    

    
      1
        Only applies to
        Founder’s Warrants.