-- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing







Exhibit 4.4 

 




 

 

WARRANT AGREEMENT 

  

  by and between 

  

  TRIAN ACQUISITION I CORP. 

  

  and 

  

  AMERICAN STOCK TRANSFER & TRUST COMPANY 

  



 Dated as of November 1, 2007 




 

 

 



 

 












TABLE OF CONTENTS 

	 

		 
		 

		 
		
Page
	
	 

	
	
ARTICLE I APPOINTMENT OF WARRANT AGENT
		 
		
2
	
	 

	
	
ARTICLE II
		 
		
WARRANTS
		 
		
2
	
	
2.1
		 
		
Form of Warrant
		 
		
2
	
	
2.2
		 
		
Effect of Countersignature
		 
		
2
	
	
2.3
		 
		
Registration
		 
		
2
	
	
2.4
		 
		
Detachability of Warrants
		 
		
3
	
	
2.5
		 
		
Private Warrants
		 
		
4
	
	 

	
	
ARTICLE III
		 
		
TERMS AND EXERCISE OF WARRANTS
		 
		
5
	
	
3.1
		 
		
Warrant Price
		 
		
5
	
	
3.2
		 
		
Duration of Warrants
		 
		
5
	
	
3.3
		 
		
Exercise of Warrants
		 
		
6
	
	
3.4
		 
		
No Cash Settlement
		 
		
9
	
	 

	
	
ARTICLE IV
		 
		
ADJUSTMENTS
		 
		
9
	
	
4.1
		 
		
Stock Dividends; Split-Ups
		 
		
9
	
	
4.2
		 
		
Aggregation of Shares
		 
		
9
	
	
4.3
		 
		
Adjustments in Warrant Price
		 
		
9
	
	
4.4
		 
		
Replacement of Securities upon Reorganization, etc
		 
		
9
	
	
4.5
		 
		
Extraordinary Dividends
		 
		
10
	
	
4.6
		 
		
Notices of Changes in Warrant
		 
		
10
	
	
4.7
		 
		
No Fractional Shares
		 
		
11
	
	
4.8
		 
		
Form of Warrant
		 
		
11
	
	
4.9
		 
		
Notice of Certain Transactions
		 
		
11
	
	 

	
	
ARTICLE V
		 
		
TRANSFER AND EXCHANGE OF WARRANTS
		 
		
12
	
	
5.1
		 
		
Transfer of Warrants
		 
		
12
	
	
5.2
		 
		
Registration of Transfer
		 
		
12
	
	
5.3
		 
		
Procedure for Surrender of Warrants
		 
		
12
	
	
5.4
		 
		
Fractional Warrants
		 
		
12
	
	
5.5
		 
		
Service Charges
		 
		
12
	
	
5.6
		 
		
Warrant Execution and Countersignature
		 
		
12
	
	 

	
	
ARTICLE VI
		 
		
REDEMPTION
		 
		
13
	
	
6.1
		 
		
Redemption
		 
		
13
	
	
6.2
		 
		
Date Fixed for, and Notice of, Redemption
		 
		
13
	
	
6.3
		 
		
Exercise After Notice of Redemption
		 
		
14
	
	
6.4
		 
		
Outstanding Warrants Only
		 
		
14
	
	 

	
	
ARTICLE VII
		 
		
OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS
		 
		 

	
	 

		 
		
OF WARRANTS
		 
		
14
	
	
7.1
		 
		
No Rights as Stockholder
		 
		
14
	
	
7.2
		 
		
Lost, Stolen, Mutilated, or Destroyed Warrants
		 
		
14
	




(i) 











TABLE OF CONTENTS 

(Continued) 

						Page
	
	7.3			Reservation of Common Stock		14
	7.4			Registration of Common Stock		15
	
	 			 		
	ARTICLE VIII			CONCERNING THE WARRANT AGENT
        AND OTHER		
				MATTERS		15
	8.1			Payment of Taxes		15
	8.2			Resignation, Consolidation,
        or Merger of Warrant Agent		15
	8.3			Fees and Expenses of Warrant
        Agent		16
	8.4			Liability of Warrant Agent		16
	8.5			Acceptance of Agency		17
	8.6			Waiver		17
	
	 			 		 
	ARTICLE IX			MISCELLANEOUS PROVISIONS		18
	9.1			Successors		18
	9.2			Notices		18
	9.3			Applicable Law		18
	9.4			Persons Having Rights under
        this Agreement		19
	9.5			Examination of the Warrant
        Agreement		19
	9.6			Counterparts		19
	9.7			Effect of Headings		19
	9.8			Amendments		19
	9.9			Severability		19
	9.10 		Entire Agreement		20





(ii) 











WARRANT AGREEMENT 


          This WARRANT AGREEMENT (this “Agreement”) is made as of November 1, 2007, by and between Trian Acquisition I
Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). 


          WHEREAS, in connection with its formation, the Company has issued and sold to Trian Acquisition I, LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 21,562,500 units (the “Sponsor Units”), each consisting of one share of common
stock, par value $0.0001 per share, of the Company (“Common Stock”) and one warrant entitling
the holder thereof to purchase one share of Common Stock for $7.50, subject to adjustment as described herein (such warrants, the “Initial Sponsor Warrants”);


          WHEREAS, the Company is proposing to file a registration statement (the “Registration Statement”) on Form S-1
under the Securities Act of 1933, as amended (the “Securities Act”) with the Securities and Exchange Commission in connection with an initial public offering (the
“Initial Public Offering”) of 75,000,000 units (or up to 86,250,000 units if and to the extent that the underwriters exercise their over-allotment option) (the
“Public Units”), each consisting of one share of Common Stock and one warrant entitling the holder thereof to purchase one share of Common Stock for $7.50, subject to
adjustment as described herein (such warrants, the “Public Warrants”); 


          WHEREAS, the Sponsor has agreed to purchase from the Company an aggregate of 10,000,000 additional warrants at a price of $1.00 per warrant in a private placement that will occur immediately
prior to the Initial Public Offering, each such Warrant entitling the holder thereof to purchase one share of Common Stock for $7.50, subject to adjustment as described herein (such warrants, the “Sponsor
Warrants,” and together with the Initial Sponsor Warrants, the “Private Warrants”); 


          WHEREAS, the Public Warrants and the Private Warrants are sometimes collectively referred to herein as the “Warrants;”


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


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


          WHEREAS, all acts and things have been done and performed that are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent,
as provided herein, the valid, 











binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement; 


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


ARTICLE I 


APPOINTMENT OF WARRANT AGENT 


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


ARTICLE II 


WARRANTS 


          2.1     Form of Warrant. Each Public Warrant shall be issued in registered form only
in substantially the form of Exhibit A hereto and each Private Warrant shall be issued in registered form only in substantially the form of Exhibit B hereto, the provisions of which exhibits are incorporated herein. Each Warrant shall be signed by, or bear the facsimile signature of, any one of the Chairman of the Board of Directors, the
Vice Chairman, President, Chief Financial Officer, Treasurer, Chief Legal Officer, Secretary or Assistant Secretary of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one
or more book-entry certificates (each a “Book-Entry Warrant Certificate”). 


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


          2.3     Registration. 


                     (a)     Warrant Register. The Warrant Agent shall maintain books (the
“Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register such Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially
be represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the “Depository”) and registered in the name of Cede &
Co., a nominee of the Depository. Ownership of beneficial interests in the Public Warrants shall be shown on, 


2 











and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depository
(such institution, with respect to a Public Warrant in its account, a “Participant”). 


          If the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to
deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates representing the Warrants (“Definitive Warrant Certificates”). 


                     (b)     Beneficial Owner; Registered Holder. The term “beneficial owner” shall mean, on or after the Detachment Date (as defined below), any person in whose name ownership of a
beneficial interest in the Public Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee, and prior to the Detachment Date, the person in whose name the Public Unit of which such
Public Warrant or part thereof was originally part of, as registered upon the register relating to such Public Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the
person in whose name such Warrant shall be registered upon the Warrant Register (“Registered Holder”) as the absolute owner of such Warrant (notwithstanding any
notation of ownership or other writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. 


          2.4     Detachability of Warrants.


                    (a)     Public
Units. The securities comprising the Public
Units will not be  separately transferable until five Business Days (as defined
below) (or as soon as practicable thereafter) following the earlier to occur
of (i) the expiration or termination of the underwriters’ over-allotment
option or (ii) its exercise in  full (the “Detachment Date”),
subject in either case to the Company having filed a Current  Report on Form
8-K with the Securities and Exchange Commission containing an audited balance
sheet reflecting the receipt by the Company of the gross proceeds of the Initial
Public Offering including the proceeds received by the Company from the  exercise
of the underwriters’ over-allotment option, and having issued a press release
announcing when the separate trading of such securities will begin. For purposes
of this Agreement, “Business
Day” shall mean any day on which the
Depository is open for trading. 


                    (b)     Sponsor
Units. The securities comprising the Sponsor
Units will be separately  transferable at any time, subject to the transfer restrictions
on the Initial Sponsor Warrants described below in Section
2.5. 


3 











          2.5     Private Warrants. The Private Warrants shall have the same terms and be in the
same form as the Public Warrants, except that: 

	          	                    (i)      the
          Initial Sponsor Warrants may not be exercised unless and until the
          last sales price of the Common Stock exceeds $13.75 per share, as such
          price may be adjusted pursuant to Section
          4.3 (the “Floor
          Price”), for any 20 trading
          days within a 30 trading day period beginning 90 days after the consummation
          by the Company of a Business Combination (as defined below);

                           (ii)     the
          Private Warrants will be non-redeemable as long as they are held by
          the Sponsor or its Permitted Transferees, other than as part of a redemption
          of Sponsor Units if and to the extent the underwriters’ over-allotment
          options is not exercised in full;

                           (iii)     the
          Private Warrants may be exercised at the option of the holder on a
          cash or cashless basis;

                           (iv)     the
          Initial Sponsor Warrants may not be (and the Common Stock issuable
          upon exercise of such Warrants may not be) transferred, assigned or
          sold, directly or indirectly, other than to a Permitted Transferee,
          until 180 days after the consummation by the Company of a Business
          Combination; and

                           (v)      the
          Sponsor Warrants may not be (and the Common Stock issuable upon exercise
          of such Warrants may not be) transferred, assigned or sold, directly
          or indirectly, other than to a Permitted Transferee, until after the
    consummation by the Company of a Business Combination. 



“Business Combination” means the Company’s initial business combination, through a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, with one or more domestic or international operating businesses or assets meeting the conditions described in the Registration Statement and the Company’s
Amended and Restated Certificate of Incorporation at the time of the consummation
of the Initial Public Offering. 


“Permitted Transferees” means (i) any of the Company’s officers, directors and employees, any Affiliates or Family Members of such
individuals, any Affiliates of the Company, any Affiliates of the Sponsor and any officers, directors, members and employees of the Sponsor or such Affiliates, (ii) any charitable organization, (iii) any individual pursuant to a qualified domestic
relations order, (iv) if the transferor is a corporation, partnership or limited liability company, any stockholder, partner or member of the transferor, and (v) any individual or entity by virtue of laws or agreements governing descent or
distribution upon the death or dissolution of the transferor; provided, that, any such transferees
agree in writing to become subject to the same transfer restrictions as the transferor. 


4 











The term “Affiliate” has the meaning set forth in Rule 405 under the Securities Act (in effect on the date hereof). 


“Family Member” of a person means such person’s present spouse and/or domestic partner, parents, lineal ascendants or descendants or
any siblings of any of the foregoing, any descendants of any sibling of such person, or any estate planning vehicle formed primarily for the benefit of such person or any of the foregoing persons. 


ARTICLE III 


TERMS AND EXERCISE OF WARRANTS 


          3.1     Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $7.50 per whole share, subject to the
adjustments provided in Article IV hereof and in the last sentence of this Section 3.1. The term
“Warrant Price” as used in this Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised. The Company in its
sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than 20 Business Days; provided,
however, that any such reduction shall be identical in percentage terms among all of the Warrants.


          3.2     Duration of Warrants. A Warrant may be exercised only during the period (the
“Exercise Period”) commencing on the later of the consummation by the Company of a Business Combination and the first anniversary of the date of the final prospectus
that forms a part of the Registration Statement, and terminating at 5:00 p.m., New York time on the earlier to occur of (i) the fourth anniversary of the date of the final prospectus that forms a part of the Registration Statement and (ii) the date
fixed for redemption of the Warrants as provided in Article VI of this Agreement (“Expiration
Date”); provided, however, that, (i) the Public Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock in respect thereof unless, at the time a holder seeks to exercise such Public
Warrants, a prospectus relating to the Common Stock issuable upon exercise of the Public Warrants is current and the issuance of such Common Stock has been registered or qualified or deemed to be exempt under the securities laws of the state of
residence of the holder of such Warrants and (ii) in addition to the exercise conditions set forth in this Section 3.2, the Initial Sponsor Warrants may not be exercised unless
and until the last sales price of the Common Stock exceeds the Floor Price for any 20 trading days within a 30 trading day period beginning 90 days after the consummation by the Company of a Business Combination. Except with respect to the right to
receive the Redemption Price (as set forth in Article VI hereunder), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder
and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that any extension of the duration of the Warrants must apply equally to all of 


5 











the Warrants. Should the Company wish to extend the Expiration Date of the Warrants, the Company shall provide advance notice to any stock exchange on which the Warrants are listed in accordance with the requirements of
such exchange. 


          3.3     Exercise of Warrants. 


                    (a)     Payment.
Subject to the provisions of the Warrant and this Agreement, a  Warrant, when
countersigned by the Warrant Agent, may be exercised by the Registered Holder
thereof by delivering, not later than 5:00 p.m., New York time, on any Business
Day during the Exercise Period (the “Exercise Date”) to the
Warrant Agent at the office of the Warrant Agent, or at the office of its successor
as Warrant Agent (i) the Definitive Warrant Certificate evidencing the Warrants
to be  exercised, or in the case of a Book-Entry Warrant Certificate, the Warrants
to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of
the Warrant Agent at the Depositary designated for such purpose in writing by
the Warrant Agent to the Depository from time to time, (ii) an election to purchase
in the  form attached hereto as part of Exhibit
A or Exhibit
B, as applicable, the shares of Common Stock
 underlying the Warrants to be exercised, properly completed and executed, or
in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant
in accordance with the Depository’s procedures and (iii) the Warrant Price
for  each full share of Common Stock as to which the Warrants are exercised and
any and all applicable taxes due in connection with the exercise of the Warrants,
the exchange of the Warrants for the Common Stock, and the issuance of the Common
Stock in  full, in lawful money of the United States, by cash, by bank wire transfer
in immediately available funds or by certified check or bank draft payable to
the Company; provided,
however,
that the holders of the Private Warrants may pay the Warrant Price by surrendering
the Private Warrants for that number of shares of Common Stock equal to the quotient
 obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrant, multiplied by the difference between the Fair Market
Value and the Warrant Price by (y) the Fair Market Value. The “Fair Market Value” means
the average last sales price of the Common Stock in the principal trading market
for the Common Stock as reported by any national securities exchange or quoted
on the  FINRA OTC Bulletin Board (or successor exchange), as the case may be,
for the 10 consecutive trading days ending on the third trading day preceding
the date the Private Warrants are exercised. 

	          	                    (i)     If
        any of (A) the Definitive Warrant Certificate or the Book-Entry Warrant
        Certificate, (B) the Election to Purchase or (C) the Warrant Price therefor,
        is received by the Warrant Agent after 5:00 p.m., New York time, on a
        specified day or if such day is not a Business Day, the Warrants will
        be deemed to be received and exercised on, and the applicable Exercise
        Date shall be the Business Day next succeeding such day. If the Warrants
        are received or deemed to be received after the Expiration Date, the
        exercise thereof will be null and void and any funds delivered to the
        Warrant Agent will be returned to the Registered Holder or the Participant,
        as the case may be, as soon as practicable. In no event will interest
        accrue on funds deposited with the Warrant Agent in respect of an exercise
    or attempted exercise of 


 


6 










	          	Warrants. The validity of any
          exercise of Warrants will be determined by the Company in its sole
          discretion and such determination will be final and binding upon the
          Registered Holder and the Warrant Agent. Neither the Company nor the
          Warrant Agent shall have any obligation to inform a Registered Holder
          of the invalidity of any exercise of Warrants. 

                           (ii)     The
          Warrant Agent shall deposit all funds received by it in payment of
          the Warrant Price in the account of the Company maintained with the
          Warrant Agent for such purpose and shall advise the Company at the
          end of each Business Day on which funds for the exercise of the Warrants
          are received and of the amount so deposited to its account. The Warrant
          Agent shall promptly confirm such telephonic advice to the Company
          in writing. 

                           (iii)     The
          Warrant Agent shall, by 11:00 a.m. New York time on the Business Day
          following the Exercise Date of any Warrant, advise the Company and
          the transfer agent and registrar in respect of (a) the shares of Common
          Stock (the “Shares”)
          issuable upon such exercise in accordance with the terms and conditions
          of this Agreement, (b) the instructions of each Registered Holder or
          Participant, as the case may be, with respect to delivery of the Shares
          issuable upon such exercise, and the delivery of Definitive Warrant
          Certificates, as appropriate, evidencing the balance, if any, of the
          Warrants remaining after such exercise, (c) in case of a Book-Entry
          Warrant Certificate, the notation that shall be made to the records
          maintained by the Depository, its nominee for each Book-Entry Warrant
          Certificate, or a Participant, as appropriate, evidencing the balance,
          if any, of the Warrants remaining after such exercise and (d) such
          other information as the Company or such transfer agent and registrar
          shall reasonably require. 

                           (iv)     The
          Company shall, by 5:00 p.m., New York time, on the third Business Day
          next succeeding the Exercise Date of any Warrant and the clearance
          of the funds in payment of the Warrant Price, execute, issue and deliver
          to the Warrant Agent, the Shares to which such Registered Holder or
          Participant, as the case may be, is entitled, in fully registered form,
          registered in such name or names as may be directed by such Registered
          Holder or the Participant, as the case may be. Upon receipt of such
          Shares, the Warrant Agent shall, by 5:00 p.m., New York time, on the
          fifth Business Day next succeeding such Exercise Date, transmit such
          Shares to or upon the order of the Registered Holder or the Participant,
          as the case may be. 

                           (v)     In
          lieu of delivering physical certificates representing the Shares issuable
          upon exercise, provided the Company’s transfer agent is participating
          in the Depository Fast Automated Securities Transfer program, the Company
          shall use its reasonable efforts to cause its transfer agent to electronically
          transmit the Shares issuable upon exercise to the Registered Holder
          or the Participant by crediting the account of the Registered Holder’s
          prime broker with the Depository or of the Participant through its
          Deposit Withdrawal Agent Commission system. The time periods for delivery
          described in the 

    


  7 









	          	immediately preceding paragraph
          shall apply to the electronic transmittals described herein. 

                           (vi)     The
          accrual of dividends, if any, on the Shares issued upon the valid exercise
          of any Warrant will be governed by the terms generally applicable to
          the Shares. Starting with the Exercise Date, the former holder of the
          Warrants exercised will be entitled to the benefits generally available
          to other holders of Shares and such former holder’s right to receive
          payments of dividends and any other amounts payable in respect of the
          Shares shall be governed by, and shall be subject to, the terms and
          provisions generally applicable to such Shares. 

                           (vii)     Subject
          to Section 4.7,
          Warrants may be exercised only in whole numbers of Shares. If fewer
          than all of the Warrants evidenced by a Warrant Certificate are exercised,
          a new Warrant Certificate for the number of unexercised Warrants remaining
          shall be executed by the Company and countersigned by the Warrant Agent
          as provided in Article II hereof,
          and delivered to the holder of this Warrant Certificate at the address
          specified on the books of the Warrant Agent or as otherwise specified
          by such Registered Holder. If fewer than all the Warrants evidenced
          by a Book-Entry Warrant Certificate are exercised, a notation shall
          be made to the records maintained by the Depository, its nominee for
          each Book-Entry Warrant Certificate, or a Participant, as appropriate,
          evidencing the balance of the Warrants remaining after such exercise. 

    


                     (b)     Issuance of Certificates. Notwithstanding the foregoing, and subject to
Section 7.4 of this Agreement, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (i) a registration statement under the
Securities Act with respect to the issuance of Common Stock upon exercise of the Warrant is effective or (ii) in the opinion of counsel to the Company, the issuance of the Common Stock upon the exercise of the Warrants is exempt from the
registration requirements of the Securities Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holders reside. Warrants may not be
exercised by, or securities issued to, any Registered Holder in any state in which such exercise would be unlawful. As a result of the provisions of this Section 3.3(b), any or
all of the Warrants may expire unexercised. In no event shall the Registered Holder of a Warrant be entitled to receive any monetary damages if the issuance of the shares of Common Stock underlying the Warrants has not been registered by the Company
pursuant to an effective registration statement or if a current prospectus is not available for delivery by the Warrant Agent; provided, that the Company has fulfilled its obligation to use its reasonable efforts to effect such registration and ensure a current prospectus is available for delivery by the Warrant Agent. 


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


8 











                    (d)     Date
of Issuance. Each person in whose name any
such certificate for shares of  Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the Exercise
Date in accordance with Section 3.3(a),
irrespective  of the date of delivery of such certificate to the holder, except
that, if delivery of the items set forth in Section
3.3(a) occurs after 5:00 p.m., New York
time, on any  Business Day during the Exercise Period, such person shall be deemed
to have become the holder of such shares at the close of business on the next
succeeding Business Day. 


          3.4     No Cash Settlement. Notwithstanding anything to the contrary contained in this
Agreement, under no circumstances will the Company be required to net cash settle the exercise of the Warrants.


ARTICLE IV 


ADJUSTMENTS 


          4.1     Stock Dividends; Split-Ups. If after the date hereof, and subject to the
provisions of Section 4.7, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of
Common Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in
outstanding shares of Common Stock. 


          4.2     Aggregation of Shares. If after the date hereof, and subject to the provisions
of Section 4.7, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in
proportion to such decrease in outstanding shares of Common Stock. 


          4.3     Adjustments in Warrant Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and 4.2 above,
each of the Warrant Price and the Floor Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price and Floor Price, as the case may be, immediately prior to such adjustment by a fraction (x) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter; provided, that, with respect to any adjustment occurring prior to the consummation of the Initial Public
Offering, the Company may determine (with the consent of the Sponsor) not to adjust the Warrant Price and the Floor Price. 


          4.4     Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other 


9 











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


          4.5     Extraordinary Dividends. If the Company, at any time during the Exercise
Period, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (i) as described in
Sections 4.1, 4.2 or 4.4, (ii)
regular quarterly or other periodic dividends, (iii) in connection with the conversion rights of the holders of Common Stock upon consummation by the Company of a Business Combination or (iv) in connection with the Company’s liquidation and the
distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price and the Floor Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Company’s Board of Directors, in good faith) of any securities or other assets paid on each share of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible) in respect of such Extraordinary
Dividend. 


          4.6     Notices of Changes in Warrant. Upon every adjustment of the Warrant Price,
Floor Price or the number of shares issuable on exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price or Floor Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice to each
Registered Holder, at the last address set forth for such holder in the 


10 











Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. 


          4.7     No Fractional Shares. Notwithstanding any provision contained in this
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Article IV or by
reason of any cashless exercise pursuant to Sections 3.3(a) or 6.1, the Registered Holder would be
entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up to the nearest whole number the number of the shares of Common Stock to be issued to the Registered Holder.



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


          4.9     Notice of Certain Transactions. In the event that the Company shall propose to
(a) offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or
warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Registered Holders a notice of such
proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date
such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any
other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price or Floor Price after giving effect to any adjustment pursuant to
this Article IV that would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company’s Board of Directors has
determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above at least 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any
other such action at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier. 


11 











ARTICLE V 



TRANSFER AND EXCHANGE OF WARRANTS 


          5.1     Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be
transferred or exchanged only as part of the Public Units in which such Warrants are included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Public Unit. For the avoidance of doubt, each transfer of a
Public Unit on the register relating to such Public Units shall operate also to transfer the Warrants included in such Public Unit. 


          5.2     Registration of Transfer. Subject to Section 5.3 below, the Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by
the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. 


          5.3     Procedure for Surrender of Warrants. Warrants may be surrendered to the
Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an
equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in
any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository;
provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in
the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. 


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


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


          5.6     Warrant Execution and Countersignature. The Warrant Agent is hereby authorized
to countersign and to deliver, in accordance with the terms of this 


12 











Agreement, the Warrants required to be issued pursuant to the provisions of this Article V, and the Company, whenever required by the Warrant Agent,
shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 


ARTICLE VI 



REDEMPTION 


          6.1     Redemption. Subject to Section
6.4 hereof, not less than all of the outstanding Warrants (other than any Private Warrants that are held by the Sponsor or any Permitted Transferees) may be redeemed, at the option of the Company, at any time
after they become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant
(the “Redemption Price”); provided, however, that the last sales price of the Common Stock has been equal to or greater than the Floor Price on each of 20 trading days within any 30 trading day period ending three Business Days prior
to the date on which notice of redemption is given; and provided, further that with respect to the Public Warrants only, such Warrants (and the Common Stock issuable upon the exercise of such Warrants) are covered by an effective
registration statement from the date of notice of redemption through the date fixed for redemption. If the foregoing conditions are satisfied, and such Warrants are called for redemption, each Registered Holder will be entitled to exercise their
Warrants prior to the date scheduled for redemption. In the event the Company calls any such Warrants for redemption pursuant to this Section 6.1, the Company shall have the
option to require all (but not part) of the holders of those Warrants who elect to exercise their Warrants prior to the date scheduled for redemption to exercise the Warrants on a cashless basis. If the Company requires the Registered Holders of
such Warrants to exercise on a cashless basis, each holder of such Warrants shall pay the Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the difference between the Redemption Fair Market Value and the Warrant Price of the Warrants by (y) the Redemption Fair Market Value. The “Redemption Fair Market Value” shall mean the average reported last sales price of the Common Stock in the principal trading market for the Common Stock as reported by any national securities
exchange or quoted on the FINRA OTC Bulletin Board (or successor exchange), as the case may be, for the 10 consecutive trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Registered Holders
of such Warrants. 


          6.2     Date Fixed for, and Notice of, Redemption. In the event the Company shall
elect to redeem all of the outstanding Warrants (other than any Private Warrants that are held by the Sponsor or any Permitted Transferees) pursuant to Section 6.1 (the
“Redeemable Warrants”), the Company shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not
less than 30 days prior to the date fixed for redemption to the Registered Holders of the Redeemable Warrants at their last addresses as they shall appear in the Warrant Register. Any notice mailed in the manner herein provided shall 


13 











be conclusively presumed to have been duly given on the date sent whether or not the Registered Holder received such notice. 


          6.3     Exercise After Notice of Redemption. The Redeemable Warrants may be exercised,
for cash or, if required by the Company, on a cashless basis, in accordance with Section 6.1 of this Agreement at any time after notice of redemption shall have been given by
the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption. On and after the redemption date, the Registered Holder of the Redeemable
Warrants shall have no further rights except to receive the Redemption Price upon surrender of the Redeemable Warrants. 


          6.4     Outstanding Warrants Only. The Company understands that the redemption rights
provided for by this Article VI apply only to outstanding Redeemable Warrants. To the extent a person holds rights to purchase Redeemable Warrants, such purchase rights shall
not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Redeemable Warrants issued upon such exercise, provided
that the criteria for redemption are met, including the opportunity of the Redeemable Warrant holders to exercise prior to redemption pursuant to Section 6.3. 


ARTICLE VII 


OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS 


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


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


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


14 











          7.4     Registration of Common Stock. If the Company consummates an Initial Public
Offering, the Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the
registration under the Securities Act of, and it shall take such action as may be necessary to qualify for sale, in those states in which the Public Warrants were initially offered by the Company, the issuance of the Common Stock issuable upon
exercise of the Public Warrants. In either case, the Company shall use its reasonable efforts to cause the same to become effective on or prior to the commencement of the Exercise Period and to maintain the effectiveness of such registration
statement until the expiration of the Public Warrants in accordance with the provisions of this Agreement. 


ARTICLE VIII 


CONCERNING THE WARRANT AGENT AND OTHER MATTERS 


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


          8.2     Resignation, Consolidation, or Merger of Warrant Agent. 


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


15 











Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 


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


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


          8.3     Fees and Expenses of Warrant Agent. 


                    (a)     Remuneration.
The Company agrees to pay the Warrant Agent reasonable  remuneration for its
services as such Warrant Agent hereunder and shall reimburse the Warrant Agent
upon written demand for all reasonable expenditures that the Warrant Agent may
reasonably incur in the execution of its duties hereunder. 


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


          8.4     Liability of Warrant Agent. 


                    (a)     Reliance
on Company Statement. Whenever in the performance
of its duties under  this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof  be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the
Chairman of the Board of Directors, Vice Chairman, President, Chief Financial
Officer, Treasurer, Chief Legal Officer, Secretary  or Assistant Secretary of
the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement. 


                    (b)     Indemnity.

	          	                  (i)     The
        Warrant Agent shall be liable hereunder only for its own negligence,
        willful misconduct or bad faith. The Company agree s to indemnify the
    Warrant Agent and save it harmless against any and all liabilities, 


16 








	          	including judgments, costs
          and reasonable counsel fees, for anything done or omitted by the Warrant
          Agent in the execution of this Agreement except as a result of the
          Warrant Agent’s negligence, willful misconduct or bad faith. 

                (ii)     In
          case any action arising out of this Agreement is brought against the
          Warrant Agent, the Company will be entitled to participate therein
          and, to the extent that it may wish, to assume the defense thereof,
          and after notice from the Company to the Warrant Agent of its election
          so to assume the defense, the Company will not be liable to the Warrant
          Agent under this Section 8.4(b) for
          any legal or other expenses subsequently incurred by the Warrant Agent
          in connection with the defense thereof. The Warrant Agent shall not,
          without the prior written consent of the Company, effect any settlement
          of any pending or threatened action hereunder. 

    



                     (c)     Exclusions.
    The Warrant Agent shall have no responsibility with respect to the  validity
    of this Agreement or with respect to the validity or execution of any Warrant
    (except its countersignature thereof); nor shall it be responsible for any
    breach by the Company of any covenant or condition contained in this Agreement
    or in  any Warrant; nor shall it be responsible to make any adjustments required
    under the provisions of Article IV hereof
    or responsible for the manner, method, or amount of any such  adjustment
    or the ascertaining of the existence of facts that would require any such
    adjustment; nor shall it by any act hereunder be deemed to make any representation
    or warranty as to the authorization or reservation of any shares of Common
    Stock  to be issued pursuant to this Agreement or any Warrant or as to whether
    any shares of Common Stock will when issued be valid and fully paid and nonassessable. 


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


          8.6     Waiver. The Warrant Agent hereby waives any and all right or set-off of any
and all title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust Account (as defined in that certain Investment Management Trust
Agreement to be entered into by and between the Company and Wilmington Trust Company as trustee thereunder), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the funds in the Trust Account for any
reason whatsoever including, without limitation, pursuant to Section 8.4(b) hereunder, and to pursue any such Claims solely against the Company. 


17 











ARTICLE IX 



MISCELLANEOUS PROVISIONS 


          9.1     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. 


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


Trian Acquisition I Corp.

280 Park Avenue

41st Floor

New York, New York 10017

Attn: Chief Legal Officer 


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


American Stock Transfer & Trust Company

59 Maiden
Lane

New York, New York 10038

Attn: George Karfunkel 


          9.3     Applicable Law. The validity, interpretation and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company and the Warrant Agent hereby agree that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company and the Warrant Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Warrant Agent may
be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2
hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the 


18 











Company in any action, proceeding or claim; provided, that, such service
shall not preclude any other manner of service permitted by law. 


          9.4     Persons Having Rights under this Agreement. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants, any
right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Agreement shall be for the sole
and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants. 


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


          9.6     Counterparts. This Agreement may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument. 


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


          9.8     Amendments. This Agreement may be amended by the parties hereto without the
consent of any Registered Holder for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising
under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to increase the Warrant
Price or shorten the Exercise Period, shall require the written consent of the Registered Holders of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the
Exercise Period in accordance with Sections 3.1 and 3.2, respectively, without such consent.



          9.9     Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 


19 











          9.10     Entire Agreement. This Agreement constitutes the entire understanding of the
parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements,
promises and commitments are hereby canceled and terminated. 


[Remainder of Page Intentionally Left Blank] 


20 











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

	 	TRIAN ACQUISITION I CORP. 

       By: /s/ Greg Essner                                    

              Name: Greg
          Essner 

              Title:   Treasurer, Chief Financial 

                          Officer & Secretary 

       AMERICAN STOCK TRANSFER & 

        TRUST
            COMPANY 

       By: /s/ Herb Lemmer                                 

             Name: Herb
    Lemmer 

             Title:   Senior Vice President 



 


21 











EXHIBIT A 



Form of Public Warrant 


          The shares of Common Stock issuable upon exercise of the Warrants represented by this Warrant Certificate have not been registered under the Securities Act of 1933, as amended. The Company
shall not be obligated to deliver any such shares unless (i) a registration statement under the Securities Act with respect to the issuance of such shares upon exercise of the Warrants is effective or (ii) in the opinion of counsel to the Company,
such registration statement is not required. 


          The securities represented by this Warrant Certificate (including the securities issuable upon the exercise of the Warrant) are subject to the terms and conditions set forth in the Warrant
Agreement dated as of November 1, 2007, by and between the Company and the Warrant Agent (the “Warrant Agreement”). Copies of such agreement may be obtained by the holder hereof at the Warrant Agent’s principal place of business
without charge. 


SPECIMEN WARRANT CERTIFICATE 

	
NUMBER
		 
		
____________ WARRANTS
	
	
____________
-
		 
		 

	




THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 p.m.

NEW YORK CITY TIME, ON THE EXPIRATION DATE 


TRIAN ACQUISITION I CORP. 


CUSIP ______________




WARRANT 


THIS CERTIFIES THAT, for value received 


is the registered holder of such number of Warrants set forth above (the “Warrants”), each such Warrant expiring on the fourth anniversary
of the date of the final prospectus that forms a part of the Registration Statement (unless earlier redeemed in accordance with the terms hereof) and entitling the holder thereof to purchase one fully paid and non-assessable share of Common Stock,
par value $0.0001 per share (“Common Stock”), of Trian Acquisition I Corp., a Delaware corporation (the “Company”). The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the consummation by the Company of a Business Combination or (ii) the first
anniversary of the date of the final prospectus that forms a part of the Registration Statement, such number of shares of Common Stock of the Company at the price of $7.50 per share (as such price may be adjusted), upon surrender of this Warrant
Certificate and payment of the Warrant Price at the office or agency of the Warrant 


A–1 











Agent, American Stock Transfer & Trust Company (such payment to be made to the Warrant Agent in lawful money of the United States, by cash, by bank wire transfer in immediately available funds, or by certified check or
bank draft payable to the Company or on a cashless basis at the option of the Company as described below), but only subject to the conditions set forth herein and in the Warrant Agreement. The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price, the Floor Price and the number of shares of Common Stock purchasable upon the exercise of each Warrant may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate
refers to the price per share at which shares of Common Stock may be purchased at the time the Warrant is exercised. 


          No fraction of a share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a share of Common Stock, the
Company shall, upon exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder. 


          Upon any exercise of the Warrant for less than the total number of full shares of Common Stock provided for herein, there shall be issued to the Registered Holder hereof or his assignee a new
Warrant Certificate covering the number of shares of Common Stock for which the Warrant has not been exercised. 


          Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the Registered Holder hereof in person or by attorney 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 and evidencing in the aggregate a like number of Warrants.



          Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency 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 in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other
governmental charge. 


          The Company and the Warrant Agent may deem and treat the Registered Holder as the absolute owner 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 Registered Holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 


          This Warrant does not entitle the Registered Holder to any of the rights of a stockholder of the Company. 


          Subject to Section 6.4 of the Warrant Agreement, the Company may redeem all, but not less than all, of the Public
Warrants, at the option of the Company, at 


A–2 











any time after such Warrants become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the “Redemption Price”); provided, however, that the last sales price of the Common Stock has been equal to or greater than the Floor Price on each of 20 trading days within any 30 trading
day period ending three Business Days prior to the date on which notice of redemption is given; and provided, further that such Warrants (and the Common Stock issuable upon the exercise of such Warrants) are covered by an effective registration statement from the date of notice
of redemption through the date fixed for redemption. If the foregoing conditions are satisfied, and the Warrants are called for redemption, each Registered Holder will be entitled to exercise their Warrants prior to the date scheduled for
redemption. In the event the Company calls the Warrants for redemption pursuant to Section 6.1 of the Warrant Agreement, the Company shall have the option to require all (but
not part) of the holders of those Warrants who elect to exercise their Warrants prior to the date scheduled for redemption to exercise the Warrants on a cashless basis. If the Company requires holders of the Warrants to exercise the Warrants on a
cashless basis, the holder of such Warrants shall pay the Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the difference between the Redemption Fair Market Value and the Warrant Price of the Warrants by (y) the Redemption Fair Market Value. Any Warrant either not exercised or tendered back to the Company by the end
of the date specified in the notice of redemption shall be canceled on the books of the Company and have no further value except for the $0.01 redemption price.


          Capitalized terms used herein but not defined shall have the meaning set forth in the Warrant Agreement. 

	 	TRIAN ACQUISITION I CORP. 

       By:                                                                  

       Name: 

       Title:

       AMERICAN STOCK TRANSFER & 

  TRUST COMPANY 

       By:                                                                  

       Name: 

       Title:



 

A–3 










ELECTION TO PURCHASE 



To Be Executed by the Registered Holder in Order to Exercise Warrants 


          The
undersigned registered holder irrevocably elects to exercise _______________________
Warrants represented by this Warrant Certificate, and to purchase the shares
of Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of 



(PLEASE TYPE OR PRINT NAME AND ADDRESS) 





 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) 


and be delivered to 

	 

	
      (PLEASE PRINT OR TYPE NAME AND ADDRESS)
	    




and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the
registered holder at the address stated below: 

	
Dated:
		 
	 
		 

	
	 	 	 
	 

		 
		
(SIGNATURE)
	
	 	 	 
	 	 	 
	 

		 
		
(ADDRESS)
	
	 	 	 
	 	 	  
	 	 	 
	 

	
	 

		 
		
(TAX IDENTIFICATION NUMBER)
	














ASSIGNMENT 



To Be Executed by the Registered Holder in Order to Assign Warrants 


For Value Received, __________________________________
hereby sells, assigns, and transfers unto 

 



(PLEASE TYPE OR PRINT NAME AND
    ADDRESS)  



 

(SOCIAL SECURITY OR TAX IDENTIFICATION
    NUMBER) 

 and be delivered to 

	 

	(PLEASE
          PRINT OR TYPE NAME AND ADDRESS) 





  ___________________________________
  of the Warrants represented by this Warrant Certificate, and hereby irrevocably
  constitute and appoint 

  

  _________________________________________________________
  Attorney to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises. 



	
Dated:
		 
		 

	
	 	 	 
	 

		 
		
(SIGNATURE)
	



The signature to the assignment of the subscription form must correspond to the name written upon the face of this warrant certificate in every particular, without alteration or enlargement or any change whatsoever, and
must be guaranteed by a commercial bank or trust company or a member firm of the American Stock Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange. 











EXHIBIT B 



Form of Private Warrant 


          The securities represented by this Warrant Certificate (including the securities issuable upon exercise of the Warrant) have not been registered under the Securities Act of 1933, as amended.
The securities may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration statement as to the securities under the Securities Act or an opinion of counsel satisfactory to the Company that such registration
statement is not required. 


          The securities represented by this Warrant Certificate (including the securities issuable upon the exercise of the Warrant) are subject to the terms and conditions, including certain
restrictions on transfer, set forth in the Warrant Agreement dated as of November 1, 2007, by and between the Company and the Warrant Agent. Copies of such agreement may be obtained by the holder hereof at the Warrant Agent’s principal place of
business without charge. 


SPECIMEN WARRANT CERTIFICATE 

	
NUMBER
		 
		
      _______________ WARRANTS
	    

	
____________-
		 
		 

	



THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 p.m. 

NEW YORK CITY TIME, ON THE EXPIRATION DATE 



TRIAN ACQUISITION I CORP. 


CUSIP ______________




WARRANT 


THIS CERTIFIES THAT, for value received 


is the registered holder of such number of Warrants set forth above (the “Warrants”), each such Warrant expiring on the fourth anniversary of the date of the final prospectus that forms a part of the Registration
Statement (unless earlier redeemed in accordance with the terms hereof) and entitling the holder thereof to purchase one fully paid and non-assessable share of Common Stock, par value $0.0001 per share (“Common Stock”), of Trian Acquisition I Corp., a Delaware corporation (the “Company”). The Warrant entitles the
holder thereof to purchase from the Company, commencing on the later of (i) the consummation by the Company of a Business Combination or (ii) the first anniversary of the date of the final prospectus that forms a part of the Registration Statement,
such number of shares of Common Stock of the Company at the price of $7.50 per share (as such price may be adjusted), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American
Stock Transfer & Trust Company (such payment to be made to the 


B–1 











Warrant Agent in lawful money of the United States, by cash, by bank wire transfer in immediately available funds, or by certified check or bank draft payable to the Company or on a cashless basis as described in
Section 3.3(a) of the Warrant Agreement and below), but only subject to the conditions set forth herein and in the Warrant Agreement; provided, that the Initial Sponsor Warrants may not be exercised unless and until the last sales price of the Common Stock
exceeds the Floor Price for any 20 trading days within a 30 day trading period beginning 90 days after a Business Combination. The Warrant Agreement provides that upon the occurrence of certain events the Warrant Price, the Floor Price and the
number of shares of Common Stock purchasable upon the exercise of each Warrant, may, subject to certain conditions, be adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per share at which shares of Common Stock
may be purchased at the time the Warrant is exercised. 


          No fraction of a share of Common Stock will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a share of
Common Stock, the Company shall, upon exercise, round up to the nearest whole number the number of shares to be issued to the Warrant holder. 


          Upon any exercise of the Warrant for less than the total number of full shares of Common Stock provided for herein, there shall be issued to the Registered Holder hereof or his assignee a new
Warrant Certificate covering the number of shares of Common Stock for which the Warrant has not been exercised. 


          Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the Registered Holder hereof in person or by attorney 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 and evidencing in the aggregate a like number of Warrants.



          Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency 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 in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other
governmental charge. 


          The Company and the Warrant Agent may deem and Registered Holder as the absolute owner 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 Registered Holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 


          This Warrant does not entitle the holder to any of the rights of a stockholder of the Company. 


B–2 











          Subject to Section 6.4 of the Warrant Agreement, the Company may redeem all, but not less than all, of the Private
Warrants that are not held by the Sponsor or any Permitted Transferees, at the option of the Company, at any time after the Warrants become exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in
Section 6.2 of the Warrant Agreement, at the price of $0.01 per Warrant (the “Redemption Price”); provided, however, that the last sales price of the Common Stock has been equal
to or greater than the Floor Price, on each of 20 trading days within any 30 trading day period ending three Business Days prior to the date on which notice of redemption is given. If the foregoing conditions are satisfied, and the Warrants are
called for redemption, each Registered Holder will be entitled to exercise their Warrants prior to the date scheduled for redemption. In the event the Company calls the Warrants for redemption pursuant to Section
6.1 of the Warrant Agreement, the Company shall have the option to require all (but not part) of the holders of those Warrants who elect to exercise their Warrants prior to the date scheduled for redemption to
exercise the Warrants on a cashless basis. If the Company requires holders of the Warrants to exercise the Warrants on a cashless basis, the holder of such Warrants shall pay the Warrant Price by surrendering such Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Redemption Fair Market Value and the Warrant Price of the Warrants
by (y) the Redemption Fair Market Value. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of redemption shall be canceled on the books of the Company and have no further value except for
the $0.01 redemption price.


          Capitalized terms used herein but not defined shall have the meaning set forth in the Warrant Agreement. 

	 	TRIAN ACQUISITION
            I CORP. 

       By:                                                                                           

          Name: 

          Title:

       AMERICAN STOCK TRANSFER & 

  TRUST COMPANY 

       By:                                                                                           

          Name: 

          Title:



 

B–3 










ELECTION TO PURCHASE 



To Be Executed by the Registered Holder in Order to Exercise Warrants 


          The
undersigned registered holder irrevocably elects to exercise _________________
Warrants represented by this Warrant Certificate, and to purchase the shares
of Common Stock issuable  upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of







(PLEASE TYPE OR PRINT NAME AND ADDRESS)
  


  




 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) 


and be delivered to 

	 

	(PLEASE
          PRINT OR TYPE NAME AND ADDRESS) 






and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the
registered holder at the address stated below: 

	Dated: 	 
	 	 
	 	 	 
	 	 	(SIGNATURE) 
	 	 	 
	 	 	 
	 	 	(ADDRESS) 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	(TAX IDENTIFICATION NUMBER) 














ASSIGNMENT 



To Be Executed by the Registered Holder in Order to Assign Warrants 


For Value Received, _________________________________ hereby sells, assigns, and transfers unto







(PLEASE TYPE OR PRINT NAME AND ADDRESS)
  


  



 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) 


and be delivered to 

	 

	
      (PLEASE PRINT OR TYPE NAME AND ADDRESS)
	    






          ___________________________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint


_______________________________________________________
 Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises. 

	
Dated:
		 
		 

	
	 	 	 
	 

		 
		
(SIGNATURE)
	





The signature to the assignment of the subscription form must correspond to the name written upon the face of this warrant certificate in every particular, without alteration or enlargement or any change whatsoever, and
must be guaranteed by a commercial bank or trust company or a member firm of the American Stock Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.