EX-4.1 Second Amended/Restated Warrant Agreement



 





EXHIBIT 4.1




SECOND AMENDED AND RESTATED WARRANT AGREEMENT




     This Second Amended and Restated Warrant Agreement (this “Agreement”) is made as of
December 6, 2007, by and between Liberty Acquisition Holdings Corp., a Delaware corporation, with
offices at 1114 Avenue of the Americas, 41st Floor, New York, New York 10036 (the
“Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with
offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).



     WHEREAS, the Company and the Warrant Agent entered into that certain Warrant Agreement dated
as of August 9, 2007 (the “Original Agreement”); and



     WHEREAS, on August 9, 2007, the Company engaged in a private offering of units
(“Units”), each consisting of one share of common stock, par value $0.0001 per share, of
the Company (“Common Stock”) and one half (1/2) of one warrant (a “Warrant”), each
individual Warrant entitling the holder thereof to purchase one share of Common Stock for
$7.00 (the “Warrant Price”), subject to adjustment as described herein, to Berggruen
Acquisition Holdings Ltd (f/k/a Berggruen Freedom Holdings, Ltd.) (“Berggruen Holdings”),
Marlin Equities II, LLC (“Marlin Equities”), Paul B. Guenther, Nathan Gantcher and James N.
Hauslein (each a “Founder” and collectively, the “Founders”) and has determined to
issue and deliver an aggregate of 10,781,250 Warrants (the “Founders’ Warrants”) to be
included in units issued to the Founders; and



     WHEREAS, on November 9, 2007, the Company and the Warrant Agent amended Section 3.2 of the
Original Agreement to correct a scrivener’s error contained therein ( the “First Amendment”); and



     WHEREAS, on December 6, 2007 (the “Record Date”), the Company declared a dividend of its Units
pursuant to which each holder of Units on the Record Date received one additional Unit for each
five Units held by such holder on the Record Date, the effect of which included an increase in the
aggregate number of Founders’ Warrants to 12,937,500;



     WHEREAS, Section 9.8 of the Warrant Agreement provides that the Company and the Warrant Agent
may amend the Warrant Agreement without the consent of any Registered Holder (as defined below) for
the purpose adding or changing any provision contained herein as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the Registered
Holders; and



     WHEREAS, the Company and the Warrant Agent deem it necessary and desirable to amend the
First Amendment to reduce the Warrant Price from $7.00 to $5.50 and to extend the duration of the
Exercise Period from five years to six years; and



     WHEREAS, the Company may engage in an initial public offering (“Initial Public
Offering”) of Units and, in connection therewith, may issue and deliver up to 51,750,000
underlying Warrants to the public investors (“Public Warrants”), each of such Public
Warrants evidencing the right of the holder thereof to purchase one share of Common Stock for
$5.50, subject to adjustment as described herein; and



     WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (“Registration Statement”) for the registration under the Securities
Act of 1933, as amended (“Act”) of, among other securities, the Units, the Common Stock and
the Public Warrants; and



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     WHEREAS, if the Company engages in and consummates an Initial Public Offering, the Company
will contemporaneously engage in a private offering of Units to Berggruen Holdings and
Marlin Equities (each a “Sponsor” and collectively, the “Sponsors”) and, in
connection therewith, will enter into an agreement to sell an aggregate of (i) 12,000,000,
additional Warrants for $1.00 per Warrant, each evidencing the right of the holder thereof to
purchase one share of the Company’s Common Stock for $5.50, subject to adjustment as described
herein (the “Sponsors’ Warrants”) and (iii) 3,000,000 co-investment Warrants for $1.00 per
Warrant, each evidencing the right of the holder thereof to purchase one share of the Company’s
Common Stock for $5.50, subject to adjustment as described herein (the “Co-Investment
Warrants” and together with the Founders’ Warrants and the Sponsors’ Warrants, the “Private
Warrants”); and



     WHEREAS, if the Company engages in and consummates an Initial Public Offering, the Sponsors
would pay for, and the Company would issue and deliver, the Sponsors’ Warrants immediately prior to
the consummation of the Initial Public Offering; and



     WHEREAS, if the Company engages in and consummates an Initial Public Offering and consummates
a merger, capital stock exchange, asset acquisition or other similar business combination
(“Business Combination”), the Sponsors would pay for, and the Company would issue and
deliver, the Co-Investment Warrants immediately prior to the consummation of the Business
Combination; and



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



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



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



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



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



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



     2. Warrants.



          2.1 Form of Warrant. Each (i) Public Warrant shall be issued in registered form only
in substantially the form of Exhibit A hereto and (ii) Private Warrant shall be issued in
registered form only in substantially the form of Exhibit B hereto, in each case, the
provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the board of directors (the “Board”) or Chief Executive Officer and
Treasurer, 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




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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
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. 




               2.3.1 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
the Warrants in the names of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company. All of the 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 Warrants shall be shown on, 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 Warrant in its account, a
“Participant”).



          If the Depository subsequently ceases to make its book-entry settlement system available for
the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for
book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer
necessary to have the 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”) in physical form evidencing such Warrants. Such definitive Warrant Certificates
shall be in the form annexed hereto as Exhibit A or Exhibit B, as applicable, with
appropriate insertions, modifications and omissions, as provided above.




               2.3.2 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 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 Unit of which such Warrant or part thereof was originally part of, as
registered upon the register relating to such 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 and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on the Warrant Certificate made by anyone other than the
Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.



          2.4 Detachability of Warrants. The securities comprising the Units will not be
separately transferable until thirty-five days (or such earlier number of days as the underwriters
of the Initial Public Offering may permit) after the consummation of the Initial Public Offering
(or as soon as practicable thereafter) (the “Detachment Date”), subject to the Company
having filed a Current Report on Form 8-K, which includes an audited balance sheet reflecting the
receipt by the Company of the gross




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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
such separate trading will begin.




          2.5 Public Warrants and Private Warrants. The Private Warrants shall have the same
terms and be in the same form as the Public Warrants, except that (i) the Founders’ Warrants will
become exercisable after consummation of a Business Combination if and when the last sales price of
the Common Stock exceeds $15.00 per share (the “Floor Price”) for any 20 trading days
within a 30 trading day period beginning 90 days after such Business Combination; (ii) (A) the
Founders’ Warrants will be non-redeemable so long as they are held by the Founders or their
Permitted Transferees (as defined below) and (B) the Sponsors’ Warrants will be non-redeemable so
long as they are held by the Sponsors or their Permitted Transferees; (iii) the Founders’ Warrants
and the Sponsors’ Warrants may be exercised at the option of the holder on a cashless basis and
(iv) the Sponsors’ Warrants and the Co-Investment Warrants will not be (and the Common Stock to be
issued upon exercise of these Warrants will not be) transferable or salable by the Sponsors or
their permitted transferees until one year after the Company consummates a Business Combination.
“Permitted Transferees” shall mean any of the Company’s officers, directors or employees,
or other persons or entities associated with such Founder or Sponsor (as the case may be) who agree
to become subject to the same transfer restrictions as such Founder or Sponsor upon receiving such
Private Warrants.




     3. Terms and Exercise of Warrants.



          3.1 Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $5.50 per whole share, subject to the adjustments provided in Section
4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Warrant Agreement refers to the price per share at which Common Stock
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower
the Warrant Price at any time prior to the Expiration Date for a period of not less than 10
Business Days; provided, however, that any such reduction shall be identical in percentage terms
among all of the Warrants. “Business Day” shall be any day where the Depository is open for
trading.




          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 or the first anniversary of the date of the final prospectus used in connection with
the Initial Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to
occur of (i) the sixth anniversary of the Initial Public Offering consummation date; or (ii) the
date fixed for redemption of the Warrants as provided in Section 6 of this Agreement
(“Expiration Date”); provided, however that, (i) the Warrants shall not be exercisable and
the Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to
exercise the Warrants, a prospectus relating to Common Stock issuable upon exercise of the Warrants
is current and the Common Stock has been registered or qualified or deemed to be exempt under the
securities laws of the state of residence of the holder of the Warrants and (ii) in addition to the
exercise conditions set forth in this Section 3.2, the Founders’ Warrants may only become
exercisable following the Company’s completion of a Business Combination if and when 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 such Business Combination. Except with respect to the right to
receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant not
exercised on or before the Expiration Date shall become void, and all rights thereunder and all
rights in respect thereof under this Agreement shall cease at the close of business on the
Expiration Date.




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          3.3 Exercise of Warrants.




          3.3.1 Payment. Subject to the provisions of the Warrant and this Warrant 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, in the Borough of Manhattan, City and State of New
York, (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”) free 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 with respect to any Private Warrants
purchased by a Sponsor or Founder, so long as such Private Warrants are held by such Sponsor or
Founder or its affiliates, such holders 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 Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair
Market Value. The “Fair Market Value” shall mean 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 NASD OTC Bulletin Board (or successor exchange), as the case may be, for
the ten consecutive trading days ending on the third trading day preceding the date the Private
Warrants are exercised; and provided further, however, that with respect to any outstanding
Warrants, in the event the Company calls such Warrants for redemption, the Company shall have the
option to require all (but not part) of the holders of those Warrants to exercise the Warrants on a
cashless basis, in which case the holder of such Warrants (including the Private 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 Warrant Price and the Redemption
Fair Market Value (defined below) by (y) the Redemption Fair Market Value. The “Redemption Fair
Market Value” shall mean the average reported last sale price of the Common Stock for the ten
consecutive trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to holders of such Warrants.




               (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 Holder or 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 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 Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any
obligation to inform a Holder of the invalidity of any exercise of Warrants.



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               (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 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. Eastern 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 as to the number
of Warrants exercised 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 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 best efforts to cause its
transfer agent to electronically transmit the Shares issuable upon exercise to the Registered
Holder or Participant by crediting the account of Registered Holder’s prime broker with Depository
or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for
delivery described in the 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) Warrants may be exercised only in whole numbers of Shares. No fractional Shares of
Common Stock are to be issued upon the exercise of the Warrant, but rather the number of Shares to
be issued shall be rounded down to the nearest whole number. 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 Section 2 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



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Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants
remaining after such exercise.



               (viii) The Company will pay all documentary stamp or other taxes or governmental charge
attributable to the initial issuance of Shares upon the exercise of Warrants; provided, however,
that the Company shall not be required to pay any stamp or other tax or governmental charge
required to be paid in connection with any transfer involved in the issue of the Shares in a name
other than that of the Registered Holder of a Warrant Certificate surrendered upon the exercise of
Warrants; and in the event that any such transfer is involved, the Company shall not be required to
issue or deliver any Shares until such tax or other charge shall have been paid or it has been
established to the Company’s satisfaction that no such tax or other charge is due.



               3.3.2 Issuance of Certificates. Subject to Section 7.4 of this Agreement, and
notwithstanding the foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless (i) a registration statement under the Act with
respect to the Common Stock is effective or (ii) in the opinion of counsel to the Company, the
exercise of the Warrants is exempt from the registration requirements of the Act and such
securities are qualified for sale or exempt from qualification under applicable securities laws of
the states or other jurisdictions in which the Registered Holders reside. Warrants may not be
exercised by, or securities issued to, any Registered Holder in any state in which such exercise
would be unlawful.



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



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



          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. As a result, any or all of the Warrants may expire worthless.




     4. Adjustments.



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




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




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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.




          4.4 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such
shares of Common Stock), or in the case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrant holders shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
by a Warrant 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 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
number of shares issuable on exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Upon the occurrence of any event specified in Sections
4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give
written notice to the Warrant holder, at the last address set forth for such holder in the warrant
register, of the record date or the effective date of the event. Failure to give such notice, or
any defect therein, shall not affect the legality or validity of such event.




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




          4.7 Form of Warrant. The forms of Warrants need not be changed because of any
adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state
the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this




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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.




          4.8 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 Warrant 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 after giving effect to any adjustment pursuant to this Article 4 which would be
required as a result of such action. Such notice shall be given as promptly as practicable after
the Board 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.




          4.9 Other Events. If any event occurs as to which the foregoing provisions of this
Article 4 are not strictly applicable or, if strictly applicable, would not, in the good faith
judgment of the Board, fairly and adequately protect the purchase rights of the Registered Holders
of the Warrants in accordance with the essential intent and principles of such provisions, then the
Board shall make such adjustments in the application of such provisions, in accordance with such
essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the
Board, to protect such purchase rights as aforesaid.




     5. Transfer and Exchange of Warrants.



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




          5.2 Registration of Transfer. Subject to Section 5.2 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




9









 







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 which will result in the issuance of a Warrant certificate for
a fraction of a Warrant.




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




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




     6. Redemption.



          6.1 Redemption. Subject to Section 6.4 hereof, not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time after they become
exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $.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 twenty (20) trading days within any thirty (30) trading
day period ending on the third business day prior to the date on which notice of redemption is
given; and provided further, however, that with respect to the Founders’ Warrants and the Sponsors’
Warrants, such redemption right shall not be applicable so long as the Warrants are held by any of
the Founders or their Permitted Transferees. In the event the Company calls the 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 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 (including the Private 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 Warrant Price of the Warrants and the Redemption Fair
Market Value by (y) the redemption fair market value.




          6.2 Date Fixed for, and Notice of,
Redemption. In the event the Company shall elect to redeem all of the Warrants permitted to be
redeemed 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 on the registration books. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given on the date sent whether or not the Registered Holder
received such notice.




10









 








          6.3 Exercise After Notice of Redemption. The Redeemable Warrants may be exercised,
for cash or on a “cashless basis”, in accordance with Section 3 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 record 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 Section 6 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
is met, including the opportunity of the Redeemable Warrant holders to exercise prior to redemption
pursuant to Section 6.3.




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



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




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




          7.3 Reservation of Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that will be sufficient to
permit the exercise in full of all outstanding Public Warrants and Founders’ Warrants issued
pursuant to this Agreement. To the extent that there are insufficient authorized but unissued
shares of Common Stock sufficient to permit the exercise in full of all Sponsors’ Warrant, the
Company shall use its best efforts to cause the stockholders to increase the number of its
authorized but unissued shares of Common Stock to such number that will be sufficient to permit the
exercise in full of all outstanding Sponsors’ Warrants issued pursuant to this Agreement.




          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 Act of, and it shall
take such action as may be necessary to qualify for sale, in those states in which the Warrants
were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In
either case, the Company shall use its reasonable best 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. The
Warrants shall not be exercisable and the Company shall not be obligated to issue Common Stock
unless, at the time a holder seeks to exercise the Warrants, a prospectus relating to Common Stock
issuable upon exercise of the




11









 







Warrants is current and the Common Stock has been registered or
qualified or deemed to be exempt under the securities laws of the state of residence of the holder
of the Warrants.




     8. 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 Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares.

          8.2 Resignation,
Consolidation, or Merger of Warrant Agent.




               8.2.1 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to
it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for
the appointment of a successor Warrant Agent 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 Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.



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



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



          8.3 Fees and Expenses of Warrant Agent.




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



12









 





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



          8.4 Liability of Warrant Agent.




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



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



               8.4.3 Exclusions. The Warrant Agent shall have no responsibility with respect to the
validity of this 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 Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to
be issued pursuant to this 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, title, interest or
claim of any kind (“Claim”) in or to any distribution of the Trust Account (as defined in
that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Warrant Agent as trustee thereunder), and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the funds in the Trust Account for any
reason whatsoever. 




     9. 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.





13









 








          9.2 Notices. Any notice, statement or demand authorized by this Warrant Agreement to
be given or made by the Warrant Agent or by the holder of any Warrant 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 (5) 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:




Liberty Acquisition Holdings Corp.

1114 Avenue of the Americas

41st Floor

New York, New York 10036

Attn: Nicolas Berggruen



Any notice, statement or demand authorized by this Agreement to be given or made by the holder of
any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service
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:




Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Compliance Department



with a copy in each case to:




Greenberg Traurig, LLP

200 Park Avenue

New York, NY 10166

Facsimile: (212) 801-6400

Attn: Alan Annex, Esq.



and




Cleary Gottlieb Steen & Hamilton LLP

1 Liberty Plaza

New York, NY 10006

Facsimile: (212) 225-3999

Attn: Raymond B. Check, Esq.



and




Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10014

Facsimile: (212) 723 — 8871

Attn: David Spivak




          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 hereby agrees 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 hereby




14









 







waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenience forum. Any such process or summons to be served upon the Company may be
served by transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any
action, proceeding or claim.




          9.4 Persons Having Rights under this 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 and, for the purposes of Sections 2.5, 6.1,
6.4, 7.4, 9.2 and 9.8 hereof, the representative of the
underwriters, any right, remedy or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise or agreement hereof. The representative of the
underwriters (on behalf of the underwriters) shall be deemed to be a third party beneficiary of
this Agreement with respect to Sections 2.5, 6.1, 6.4, 7.4,
9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises and
agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the
parties hereto (and the representative of the underwriters with respect to Sections 2.5,
6.1, 6.4, 7.4, 9.2 and 9.8 hereof) and their successors and
assigns and of the Registered Holders of the Warrants.




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




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




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




          9.8 Amendments. This 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
representative of the underwriters and the Registered Holders of a majority of the then outstanding
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the
duration of the Exercise Period in accordance with Sections 3.1 and 3.2,
respectively, without such consent.




          9.9 Severability. This 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.




          9.10 Entire Agreement. This Agreement constitutes the entire understanding of the
parties and supersedes all prior agreements, understandings, arrangements, promises and
commitments,




15









 







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, including without limitation the Original Agreement.




[Signatures Appear on Following Page]




16









 





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



	 	 	 	 	 
	 	 	LIBERTY ACQUISITION HOLDINGS CORP.
	 
	Attest:	 	 
	 
	 	 	 	 
	/s/ Alice
Vokshi 

	 	By:	 	/s/ NICOLAS BERGGRUEN 
	 

	 	 	 	 
	Alice
Vokshi

	 	Name:
	 	Nicolas Berggruen
	 

	 	Title:
	 	President
	 
	 	 	 	 
	Attest:	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 
	 	 	 	 
	/s/ John
Comer 

	 	By:	 	/s/ GREG DENMAN 
	 

	 	 	 	 
	John
Comer

	 	Name:
	 	Greg Denman
	 

	 	Title:
	 	Vice President






[Signature Page to Second Amended and Restated Warrant Agreement]





 











 





Exhibit A




Form of Public Warrant




     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 SECOND AMENDED
AND RESTATED WARRANT AGREEMENT DATED AS OF DECEMBER 6, 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 COMPANY’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




LIBERTY ACQUISITION HOLDINGS CORP.




CUSIP                     




WARRANT




THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring on the sixth anniversary of the Initial
Public Offering consummation date (unless earlier redeemed in accordance with the terms hereof)
(the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par
value $0.0001 per share (“Shares”), of Liberty Acquisition Holdings Corp., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The
Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i)
the Company’s completion of a business combination with a target business or (ii) one year from the
date of the final prospectus used in connection with the Initial Public Offering, such number of
Shares of the Company at the price of $5.50 per share, upon surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock
Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but
only subject to the conditions set forth herein and in the Warrant Agreement between the Company
and Continental Stock Transfer & Trust Company. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, 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 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, the Company shall,
upon exercise, round up to the nearest whole number the number of Shares to be issued to the
warrant holder.



A-1









 





     Upon any exercise of the Warrant for less than the total number of full Shares provided for
herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares 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 Warrants, 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 twenty (20) trading days within
any thirty (30) trading day period ending on the third business day prior to the date on which
notice of redemption is given; and provided further, however, that with respect to the Founders’
Warrants and the Sponsors’ Warrants, such redemption right shall not be applicable to (i) the
Founders’ Warrants, so long as such Founders’ Warrants are held by the Founder or its Permitted
Transferees and (ii) the Sponsors’ Warrants, so long as such Sponsors’ Warrants are held by the
Sponsor or its Permitted Transferee. In the event the Company calls the 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 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
(including the Private 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
Warrant Price of the Warrants and the Redemption Fair Market Value (defined below) by (y) the
redemption fair market value. The “Redemption Fair Market Value” shall mean the average
reported last sale price of the Common Stock for the ten consecutive trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to holders of the
Warrants. 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.




	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	Name:	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	Title:
	 	 	 	Title:	 	 
	 

	 	 	 	 
	 	 	 	 





A-2









 






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)






A-3









 






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.




A-4









 








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
“ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT AND LAWS, OR AN EXEMPTION FROM REGISTRATION THEREFROM.



THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON THE
EXERCISE OF THE WARRANT) ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND THE TERMS AND
CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED WARRANT AGREEMENT DATED AS OF DECEMBER 6,
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 COMPANY’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




LIBERTY ACQUISITION HOLDINGS CORP.




CUSIP                     




WARRANT




THIS CERTIFIES THAT, for value received



is the registered holder of a Warrant or Warrants expiring on the sixth anniversary of the Initial
Public Offering consummation date (unless earlier redeemed in accordance with the terms hereof)
(the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par
value $0.0001 per share (“Shares”), of Liberty Acquisition Holdings Corp., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The
Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i)
the Company’s completion of a business combination with a target business or (ii) one year from the
date of the final prospectus used in connection with the Initial Public Offering, such number of
Shares of the Company at the price of $5.50 per share, upon surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock
Transfer & Trust Company (such payment to be made by check made payable to the Warrant Agent), but
only subject to the conditions set forth herein and in the Warrant Agreement between the Company
and Continental Stock Transfer & Trust Company and the availability of sufficient authorized but
unissued shares of the Company’s Common Stock. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be




B-1









 







adjusted. The term Warrant Price as used in this Warrant Certificate refers to the price per Share
at which Shares 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, 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 provided for
herein, there shall be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares 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 Warrants, 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 twenty (20) trading days within
any thirty (30) trading day period ending on the third business day prior to the date on which
notice of redemption is given; and provided further, however, that with respect to the Founders’
Warrants and the Sponsors’ Warrants, such redemption right shall not be applicable to (i) the
Founders’ Warrants, so long as such Founders’ Warrants are held by the Founder or its Permitted
Transferees and (ii) the Sponsors’ Warrants, so long as such Sponsors’ Warrants are held by the
Sponsor or its Permitted Transferee. In the event the Company calls the 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 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
(including the Private 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
Warrant Price of the Warrants and the Redemption Fair Market Value (defined below) by (y) the
redemption fair market value. The “Redemption Fair Market Value” shall mean the average
reported last sale price of the Common Stock for the ten consecutive trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to holders of the
Warrants. Any Warrant either not exercised or tendered back to the



B-2









 




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.



	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

Name:
	 	 	 	 

Name:
	 

	 	Title:
	 	 	 	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)






B-4









 






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.





B-5