Exhibit
4.1


 


WARRANT
AGREEMENT


HICKS ACQUISITION COMPANY
I, INC.


and


CONTINENTAL STOCK
TRANSFER & TRUST COMPANY, as Warrant Agent


 






 


WARRANT AGREEMENT


Dated as
of September 27, 2007


 

















 


WARRANT AGREEMENT


TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
  Page

  
	
  SECTION 1.

  	
  Appointment of Warrant Agent

  	
  - 1 -

  
	
  SECTION 2.

  	
  Warrant Certificates

  	
  - 1 -

  
	
  SECTION 3.

  	
  Execution of Warrant Certificates

  	
  - 1 -

  
	
  SECTION 4.

  	
  Registration and Countersignature

  	
  - 2 -

  
	
  SECTION 5.

  	
  Registration of Transfers and Exchanges; Transfer
  Restrictions

  	
  - 2 -

  
	
  SECTION 6.

  	
  Terms of Warrants

  	
  - 3 -

  
	
   

  	
  (a)

  	
  Exercise
  Price and Exercise Period

  	
  - 3 -

  
	
   

  	
  (b)

  	
  Redemption
  of Warrants

  	
  - 4 -

  
	
   

  	
  (c)

  	
  Exercise
  Procedure

  	
  - 5 -

  
	
   

  	
  (d)

  	
  Registration
  Requirement

  	
  - 6 -

  
	
   

  	
  (e)

  	
  Expiry
  Upon Liquidation of Trust Account

  	
  - 6 -

  
	
  SECTION 7.

  	
  Payment of Taxes

  	
  - 7 -

  
	
  SECTION 8.

  	
  Mutilated or Missing Warrant Certificates

  	
  - 7 -

  
	
  SECTION 9.

  	
  Reservation of Warrant Shares

  	
  - 7 -

  
	
  SECTION 10.

  	
  Obtaining Stock Exchange Listings

  	
  - 8 -

  
	
  SECTION 11.

  	
  Adjustment of Number of Warrant Shares

  	
  - 8 -

  
	
   

  	
  (a)

  	
  Stock
  Dividends - Split Ups

  	
  - 8 -

  
	
   

  	
  (b)

  	
  Aggregation
  of Shares

  	
  - 8 -

  
	
   

  	
  (c)

  	
  Merger,
  Reorganization, etc.

  	
  - 9 -

  
	
   

  	
  (d)

  	
  Adjustments
  In Exercise Price

  	
  - 10 -

  
	
   

  	
  (e)

  	
  Form
  of Warrant

  	
  - 10 -

  
	
   

  	
  (f)

  	
  Other
  Events

  	
  - 10 -

  
	
  SECTION 12.

  	
  Fractional Interests

  	
  - 10 -

  
	
  SECTION 13.

  	
  Notices to Warrant Holders

  	
  - 10 -

  
	
  SECTION 14.

  	
  Merger, Consolidation or Change of Name of Warrant Agent

  	
  - 10 -

  
	
  SECTION 15.

  	
  Warrant Agent

  	
  - 11 -

  
	
  SECTION 16.

  	
  Change of Warrant Agent

  	
  - 13 -

  
	
  SECTION 17.

  	
  Notices to Company and Warrant Agent

  	
  - 13 -

  
	
  SECTION 18.

  	
  Supplements and Amendments

  	
  - 13 -

  
	
  SECTION 19.

  	
  Successors

  	
  - 14 -

  
	
  SECTION 20.

  	
  Termination

  	
  - 14 -

  
	
  SECTION 21.

  	
  Governing Law

  	
  - 14 -

  
	
  SECTION 22.

  	
  Benefits of This Agreement

  	
  - 14 -

  
	
  SECTION 23.

  	
  Counterparts

  	
  - 14 -

  
	
  SECTION 24.

  	
  Force Majeure

  	
  - 14 -

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Warrant Certificate

  	
   

  
	
  Exhibit B

  	
  Legend — Sponsor’s Warrants

  	
   

  
	
  Exhibit C

  	
  Legend — Co-Investment Warrants 

  	
   

  



 

















 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of
September 27, 2007, is by and between Hicks Acquisition Company I, Inc., a Delaware
corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation, as Warrant Agent
(the “Warrant Agent”).


WHEREAS, the Company
proposes to issue (i) up to 55,200,000 units (the “Public
Units”) to be offered in the Company’s initial public offering
(the “IPO”) pursuant to a
registration statement on Form S-1 filed with the Securities and Exchange
Commission (the “Public
Warrants”) with each Public Unit consisting of one share of
Common Stock and one Warrant and (ii) 7,000,000 warrants bearing the legend set
forth in Exhibit B hereto to be sold to HH-HACI, L.P., a Delaware
limited partnership (the “Sponsor”)
in a private placement to occur simultaneously with the consummation of the
Company’s IPO (the “Sponsor’s
Warrants”), which in each case entitle the holders thereof to
purchase shares of common stock of the Company, $0.0001 par value per share (“Common Stock,” and the Common Stock
issuable on exercise of the Public Warrants, the Founder’s Warrants or the
Sponsor’s Warrants, the “Warrant Shares”);


WHEREAS, Thomas O. Hicks,
the Company’s chairman of the board and chief executive officer (the “Founder”), has agreed to purchase,
directly or through a controlled affiliate, in a private placement that will
occur immediately prior to the Company’s consummation of an Initial Business
Combination (as defined below), 2,000,000 warrants bearing the legend set forth
in Exhibit C hereto, entitling the holder thereof to purchase shares of
Common Stock (the “Co-Investment Warrants”);


WHEREAS, the Sponsor,
William H. Cunningham, William A. Montgomery, Brian Mulroney and William F.
Quinn  (collectively, the “Initial Stockholders”) has
previously purchased 13,800,000 warrants entitling the holder thereof to
purchase shares of Common Stock (the “Founder’s Warrants”
and together with the Public Warrants and the Sponsor’s Warrants, 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, transfer, exchange
and exercise of Warrants and other matters as provided herein.


NOW, THEREFORE, in
consideration of the premises and the mutual agreements set forth herein, the
parties hereto, intending to be legally bound, hereby agree as follows:


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


SECTION 2.  Warrant
Certificates.  The certificates
evidencing the Warrants (the “Warrant Certificates”)
to be delivered pursuant to this Agreement shall be in registered form only and
shall be substantially in the form set forth in Exhibit A attached
hereto.  The Founder’s Warrants were
formerly represented by a Warrant issued by the Company to the Sponsor,
effective March 1, 2007.


SECTION 3.  Execution of Warrant Certificates.  Warrant Certificates, with the exception of
the certificates evidencing the Founder’s Warrants, which were signed on behalf
of the Company by its Chief Executive Officer, shall be signed on behalf of the
Company by its Chairman of the Board or its President or Chief Executive
Officer or a Vice President and by its Secretary or an Assistant
Secretary.  Each such signature upon the
Warrant Certificates may be in the form of a facsimile signature of the present
or any future Chairman of the Board, President, Chief Executive Officer, Vice
President, Secretary or Assistant Secretary and may be imprinted or otherwise
reproduced on the Warrant Certificates and for that purpose the Company may
adopt and use the facsimile signature of any person who shall have been
Chairman of the Board, President, Chief Executive Officer, Vice President,
Secretary or Assistant Secretary, notwithstanding the fact that at the time the
Warrant Certificates shall be countersigned and delivered or disposed of he or
she shall have ceased to hold such office.


 

















 


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


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


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


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


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


The Founder’s Warrants
and the Sponsor’s Warrants may not be sold or transferred prior to the date
that is one hundred and eighty (180) days after the date (such date, the “Transfer Restriction Termination Date”)
upon which the Company completes an acquisition, through a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or assets (its “Initial Business Combination”),
except (A) to the Company’s officers or directors, any affiliates or family
members of any of the Company’s officers or directors or any affiliates of the
Sponsor (as defined below), (B) in the case of an Initial Stockholder (other
than the Sponsor), by gift to a member of the Initial Stockholder’s immediate
family or to a trust, the beneficiary of which is a member of the Initial
Stockholder’s immediate family, an affiliate of the Initial Stockholder or to a
charitable organization;(C) by virtue of the laws of descent and distribution
upon death of Initial Stockholders (other than the Sponsor); (D) by virtue of
the laws of the state of Delaware or the Sponsor’s limited partnership
agreement upon dissolution of the Sponsor; (E) in the case of an Initial
Stockholder (other than the Sponsor) pursuant to a qualified domestic relations
order; (F) in the event of a liquidation of the Company prior to the Company’s
completion of its Initial Business Combination or (G) the consummation of a
liquidation, merger, stock exchange or other similar transaction which results
in all the Company’s stockholders having the right to exchange their shares of
Common Stock for cash, securities or other property subsequent to the Company’s
consummation of an Initial Business Combination; provided,
however, that the permissive transfers set forth above may be
implemented only upon the respective transferee’s written agreement with the
Company to be bound by the terms and conditions of such transfer restrictions
(the “Permitted
Transferees”).


The Co-Investment Warrants may not be sold or
transferred prior to the Transfer Restriction Termination Date, except (A) to
the Company’s officers or directors, any affiliates or family members of any of
the Company’s officers or directors or any affiliates of the Sponsor, (B) in
the case of the Founder, by gift to a member of the Founder’s immediate family
or to a trust, the beneficiary of which is a member of the Founder’s immediate 


 


2

















 


family, an affiliate of
the Founder or to a charitable organization (C) by virtue of the laws of
descent and distribution upon death of the Founder; (D) if a controlled
affiliate of the Founder purchases the Co-Investment Warrants, by virtue of the
laws of the state of such entity’s organization or organizational documents
upon dissolution of such controlled affiliate; (E) in the case of the Founder,
pursuant to a qualified domestic relations order; (F) in the event of a
liquidation of the Company prior to the Company’s completion of its Initial
Business Combination or (G) the consummation of a liquidation, merger, stock
exchange or other similar transaction which results in all the Company’s
stockholders having the right to exchange their shares of Common Stock for
cash, securities or other property subsequent to the Company’s consummation of
an Initial Business Combination; provided, however,
that the permissive transfers set forth above may be implemented only upon the
respective transferee’s written agreement with the Company to be bound by the
terms of such transfer restrictions.


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


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


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


Each Public Warrant shall
initially be issued together with one share of Common Stock as a unit (a “Unit”).  The shares of Common Stock and Public
Warrants comprising a Unit shall not be separately transferable until the 45th
day following the date of the final prospectus related to the offering of the
Public Warrants (unless Citigroup Global Markets Inc. informs the Company of
its decision to allow earlier separate trading), subject 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 Company’s receipt of the
gross proceeds of the offering of the Units and having issued a press release
announcing when such separate trading of the shares of Common Stock and Public
Warrants comprising the Units will begin (such date the “Detachment Date”).  Prior to the Detachment Date, Public Warrants
may be transferred or exchanged only together with the Unit in which such
Public Warrant is included, and only for the purpose of effecting, or in
conjunction with, a transfer or exchange of such Unit.  Furthermore, prior to the Detachment Date,
each transfer of a Public Unit on the register relating to such Units shall
operate also to transfer the Public Warrant included in such Unit.


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


 


3

















 


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


SECTION 6.           Terms
of Warrants


(a)           Exercise Price
and Exercise Period


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


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


The “Warrant Exercise Period”
shall commence (subject to Section 6(d) below):


(A)                              With respect to the Public Warrants, the
Sponsor Warrants and the Co-Investment Warrants, on the later of


(i)                                     the date that is 12 months from the date
of the final prospectus relating to the offering of the Public Warrants; and


(2)                                  the date on which the Company completes
its Initial Business Combination;


and shall end on the earlier
of:


(1)                                  the date that is four years from the date
of the final prospectus relating to the offering of the Public Warrants; and


(2)                                  the Business Day preceding the date on
which such Warrants are redeemed pursuant to Section 6(b) below or expire pursuant
to Section 6(e) below.


(B)                                With respect to the Founder’s Warrants, any time after the Closing Price (as
defined below) exceeds $13.75 for any 20 days within any 30 day trading period
beginning 90 days after the Company’s completion of its initial business
combination (as defined in the Prospectus) and shall end on the date that is
four years from the date of the final prospectus relating to the offering of
the Public Warrants


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


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


 


4

















 


(b)           Redemption
of Warrants


 


The Company may call the
Warrants for redemption, in whole and not in part, at a price of $0.01 per
Warrant, upon not less than 30 days’ prior written notice of redemption to each
Warrant holder, at any time after such Warrants have become exercisable
pursuant to Section 6(a) above, if, and only if, (A) the Closing Price has
equaled or exceeded $13.75 per share for any 20 trading days within a
30-trading-day period ending on the third Business Day prior to the notice of
redemption to Warrant holders and (B) at all times between the date of such
notice of redemption and the redemption date a registration statement is in
effect covering the Warrant Shares issuable upon exercise of the Warrants and a
current prospectus relating to those Warrant Shares is available.


The “Closing Price” of the
Common Stock on any date of determination means:


(A)                              the closing sale price for the regular
trading session (without considering after hours or other trading outside
regular trading session hours) of the Common Stock (regular way) on the
American Stock Exchange on that date (or, if no closing price is reported, the
last reported sale price during that regular trading session),


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


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


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


Notwithstanding the
foregoing, none of the Founder’s Warrants or Sponsor’s Warrants shall be
redeemable at the option of the Company so long as they are held by the Sponsor
or a Permitted Transferee and none of the Co-Investment Warrants shall be
redeemable so long as they are held by the Founder, the relevant controlled
affiliate or a Permitted Transferee; provided that the fact that one or more
Founder’s Warrants, Sponsor’s Warrants or Co-Investment Warrants are non-redeemable
by operation of this sentence shall not affect the Company’s right to redeem,
pursuant to the other provisions of this Section 6(b), the Public
Warrants, the Co-Investment Warrants, Founder’s Warrants and all Sponsor’s
Warrants that are not held, in the case of the Founder’s Warrants and the
Sponsor’s Warrants, by the Initial Stockholders, the Sponsor or a Permitted
Transferee and in the case of the Co-Investment Warrants, by the Founder, the
relevant controlled affiliate or a Permitted Transferee.  Any Founder’s Warrants, Sponsor’s Warrant or
Co-Investment Warrants not held by the Initial Stockholders, the Sponsor, the
Founder’s Affiliates (in the case of the Co-Investment Warrants) or a Permitted
Transferee shall become Public Warrants and subject to the same terms and
conditions hereunder as all other Public Warrants.


(c)  Exercise Procedure.


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


In the event the Company calls the Warrants and the
Co-Investment Warrants for redemption as described above, the Company may
require all holders that wish to exercise such warrants to do so on a “cashless



 


5

















 


basis.”  In such event, each such holder will pay the
exercise price by surrendering its Warrants for that number of shares of Common
Stock equal to the quotient obtained by dividing (A) the product of the number
of shares of Common Stock underlying such Warrants, multiplied by the
difference between the Exercise Price of such Warrants and the Fair Market
Value (defined below) by (B) the Fair Market Value. The “Fair
Market Value” shall mean the average reported last sale price of
the Common Stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to the Warrant holders.


The Initial Stockholders
and their Permitted Transferees will be entitled to exercise the Founder’s
Warrants and the Sponsor’s Warrants, as described above for cash or on a
“cashless basis.”  In the event such a
holder elects to exercise the Founder’s Warrants or Sponsor’s Warrants on a
cashless basis, each such holder will pay the exercise price by surrendering
its Founder’s Warrants or Sponsor’s Warrants, as the case may be, for that
number of shares of Common Stock equal to the quotient obtained by dividing (A)
the product of the number of shares of Common Stock underlying its Founder’s
Warrants or Sponsor’s Warrants, as applicable,, multiplied by the difference
between the Exercise Price of such Warrants and the Fair Market Value by (B)
the Fair Market Value.  Except as
required to do so by the Company in the event that the Company calls the Warrants
for redemption pursuant to Section 6(b) above, the Public Warrants and the
Co-Investment Warrants may not be exercised on a cashless basis.


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


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


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


The Warrant Agent shall
keep copies of this Agreement and any notices given or received hereunder
available for inspection by the holders with reasonable prior written notice
during normal business hours at its office. 
The Company shall supply the Warrant Agent from time to time with such
numbers of copies of this Agreement as the Warrant Agent may request.


Certificates evidencing
Warrant Shares issued upon exercise of a Sponsor’s Warrant or Co-Investment
Warrant shall contain the following legend, unless such Warrant Shares were
issued pursuant to an effective registration statement under the Securities Act
of 1933, as amended:


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE 


 


6

















 


SECURITIES ACT OF 1933,
AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.


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


(d)  Registration Requirement.  Notwithstanding anything else in this Section
6, no Warrant may be exercised unless at the time of exercise (A) a
registration statement covering the Warrant Shares to be issued upon exercise
is effective under the Act and (B) a prospectus thereunder relating to the
Warrant Shares is current.  The Company shall use its best efforts to have
a registration statement in effect covering Warrant Shares issuable upon
exercise of the Warrants from the date the Warrants become exercisable and to
maintain a current prospectus relating to those Warrant Shares until the
Warrants expire or are redeemed.  In the
event that, at the end of the Warrant Exercise Period, a registration statement
covering the Warrant Shares to be issued upon exercise is not effective under
the Act, all the rights of holders hereunder shall terminate and all of the
Warrants shall expire unexercised and worthless, and as a result, purchasers of
the Units will have paid the full Unit purchase price solely for the share of
Common Stock included in each Unit.  In
no event shall the Company be required to issue unregistered shares upon the
exercise of any Warrant or settle Warrants on a net cash basis.


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


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


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


SECTION 9.  Reservation
of Warrant Shares.  The Company will
at all times reserve and keep available, free from preemptive rights, out of
the aggregate of its authorized but unissued Common Stock or its authorized and
issued Common Stock held in its treasury, for the purpose of enabling it to
satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the
maximum number of shares of Common Stock which may then be deliverable upon the
exercise of all outstanding Warrants. 
The Warrant Agent shall have no duty to verify availability of such
shares set aside by the Company.


The Company or, if appointed, the transfer agent for
the Common Stock (the “Transfer Agent”)
and every subsequent transfer agent for any shares of the Common Stock issuable
upon the exercise of any of the Warrants will
be irrevocably authorized and directed at all times to reserve such number of
authorized shares as shall be required for such purpose. The Company will keep
a copy of this Agreement on file with the Transfer Agent 


 


7

















 


and with every subsequent
Transfer Agent for any shares of the Common Stock issuable upon the exercise of
the Warrants.  The Warrant Agent is
hereby irrevocably authorized to requisition from time to time from such
Transfer Agent the stock certificates required to honor outstanding Warrants
upon exercise thereof in accordance with the terms of this Agreement.  The Company will supply such Transfer Agent
with duly executed certificates for such purposes.  The Company will furnish such Transfer Agent
a copy of all notices of adjustments and certificates related thereto,
transmitted to each holder pursuant to Section 13 hereof.


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


The Company covenants
that all Warrant Shares which may be issued upon exercise of Warrants will,
upon payment of the Exercise Price therefor and issue, be fully paid,
nonassessable, free of preemptive rights and free from all taxes, liens,
charges and security interests with respect to the issue thereof.


SECTION 10.  Obtaining
Stock Exchange Listings.  The Company
will from time to time take all commercially reasonable actions which may be
necessary so that the Warrant Shares, immediately upon their issuance upon the
exercise of Warrants, will be listed on the principal securities exchanges and
markets within the United States of America, if any, on which other shares of
Common Stock are then listed.


SECTION 11.  Adjustment
of Number of Warrant Shares.


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


(a)  Stock Dividends —
Split-Ups. If after the date hereof, and subject
to the provisions of Section 12 hereof, 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.


(b)  Aggregation of Shares. 
If after the date hereof, and subject to the provisions of Section 12
hereof, 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.


(c)  Merger, Reorganization, etc. In case
of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 11(a) or 11(b) 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 


 


8

















 


amount of shares of stock
or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the Warrant holder would
have received if such Warrant holder had exercised his, her or its Warrant(s)
immediately prior to such event; and if any reclassification also results in a
change in shares of Common Stock covered by Section 11(a) or 11(b) hereof, then
such adjustment shall be made pursuant to Sections 11(a), 11(b), and 11(d)
hereof and this Section 11(c). The provisions of this Section 11(c) shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


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


N’    =    N   
x   M/(M-F)    


 


where:


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


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


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


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


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


This subsection (d) does
not apply to any dividends or distributions made in connection with, or as part
of, (i) regular quarterly or other periodic dividends; (ii) any of the actions
contemplated by Sections 11(a), 11(b) or 11(e); (iii) the conversion rights of
the holders of Common Stock upon consummation of the Company’s Initial Business
Combination; or (iv) in connection with the Company’s liquidation and the
distribution of its assets upon its failure to consummate an Initial Business
Combination.  If any adjustment is made
pursuant to this subsection (d) as a result of the issuance of rights, options
or warrants and at the end of the period during which any such rights, options
or warrants are exercisable, not all such rights, options or warrants shall
have been exercised, the Warrant shall be immediately readjusted as if “F” in
the above formula was the fair market value on the ex-dividend date for such
distribution of the indebtedness or assets actually distributed upon exercise
of such rights, options or warrants divided by the number of shares of Common
Stock outstanding on the ex-dividend date for such distribution.  Notwithstanding anything to the contrary
contained in this subsection (d), if “M-F” in the above formula is less than
$1.00, the Company may elect to, and if “M-F” or is a negative number, the
Company shall, in lieu of the adjustment otherwise required by this subsection
(d), distribute to the holders of the Warrants, upon exercise thereof, the
evidences of indebtedness, assets, rights, options or warrants (or the proceeds
thereof) which would have been distributed to such holders had such Warrants
been exercised immediately prior to the record date for such distribution.


(e)  Adjustments
To Exercise Price. 
Whenever the number of shares of Common Stock purchasable upon the
exercise of the Warrants is adjusted, as provided in Sections 11(a) and 11(b)
hereof, the Exercise Price shall be adjusted (to the nearest cent) by
multiplying such Exercise Price immediately prior to such adjustment by a
fraction (A) the numerator of which shall be the number of shares of Common
Stock purchasable 


 


9

















 


upon the exercise of the
Warrants immediately prior to such adjustment, and (B) the denominator of which
shall be the number of shares of Common Stock so purchasable immediately
thereafter.


(f)  Form of Warrant. 
The form of Warrant need not be changed because of any adjustment
pursuant to this Section 11, and Warrants issued after such adjustment may
state the same Exercise 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.


(g)  Other Events. 
If any event occurs as to which the foregoing provisions of this Section
11 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.


SECTION 12.  Fractional
Interests.  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 Section 12, 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 or down to the
nearest whole number of the shares of Common Stock to be issued to the Warrant
holder.


SECTION 13.  Notices
to Warrant Holders.  Upon every
adjustment of the Exercise Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant
Agent, which notice shall state the Exercise 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 Section
11(a), (b), (c) or (e) hereof, then, in any such event, the Company shall give
written notice to each 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.


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


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


 


10

















 


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


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


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


(c)  The Warrant Agent may
consult at any time with counsel of its own selection (who may be counsel for
the Company) and the Warrant Agent shall incur no liability or responsibility
to the Company or to any holder of any Warrant Certificate in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
accordance with the opinion or the advice of such counsel.  The Warrant Agent may execute any of the trusts
or powers hereunder or perform any duties hereunder either directly or through
agents or attorneys and the Warrant Agent shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.


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


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


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


 


11

















 


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


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


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


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


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


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


(m)  In addition to the foregoing, the Warrant
Agent shall be protected and shall incur no liability for, or in respect of,
any action taken or omitted by it in connection with its administration of this
Agreement if such acts or omissions are not the result of the Warrant Agent’s
reckless disregard of its duty, gross negligence or willful 


 


12

















 


misconduct and are in reliance upon (A) the proper execution of
the certification concerning beneficial ownership appended to the form of
assignment and the form of the election attached hereto unless the Warrant
Agent shall have actual knowledge that, as executed, such certification is
untrue, or (B) the non-execution of such certification including, without
limitation, any refusal to honor any otherwise permissible assignment or
election by reason of such non-execution.


 


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


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


Hicks Acquisition Company I, Inc.


100 Crescent Court, Suite 1200


Dallas, TX 75201


Attention:  Chief Financial Officer


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


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


Continental Stock
Transfer & Trust Company


17 Battery Place


New York, NY 
10004


Attention:  Compliance Department


SECTION 18.  Supplements and Amendments.  The Company and the Warrant Agent may from
time to time supplement or amend this Agreement without the approval of any
holders of Warrant Certificates in order to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions
in regard to matters or questions 


 


13

















 


arising hereunder which
the Company and the Warrant Agent may deem necessary or desirable and which
shall not in any way adversely affect the interests of the holders of Warrant
Certificates theretofore issued.  Upon
the delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the
terms of this Section 18, the Warrant Agent shall execute such supplement or
amendment.  Notwithstanding anything in
this Agreement to the contrary, the prior written consent of the Warrant Agent
must be obtained in connection with any supplement or amendment which alters
the rights or duties of the Warrant Agent.  The Company and the Warrant Agent may amend
any provision herein with the consent of the holders of Warrants exercisable
for a majority of the Warrant Shares issuable on exercise of all outstanding
Warrants that would be affected by such amendment.


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


SECTION 20.  Termination.  This Agreement will terminate on any earlier
date if all Warrants have been exercised or expired without exercise.  The provisions of Section 15 hereof shall
survive such termination.


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


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


SECTION 23.  Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


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


 


14

















 


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


	
   

  	
  HICKS ACQUISITION COMPANY I, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph B. Armes

  
	
   

  	
   

  	
  Joseph B. Armes

  
	
   

  	
   

  	
  President, Chief Executive Officer and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK TRANSFER & TRUST

  COMPANY, as Warrant Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory P. Denman

  
	
   

  	
  Name:

  	
  Gregory P. Denman

  
	
   

  	
  Title:

  	
  Vice President

  



 


 


15






 


 












EXHIBIT
A


[Form of Warrant Certificate]


[FACE]


 


Number                                                                                                                                                                               Warrants


________                                                                                                                                                                           ________


 


THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO


5:00 P.M. NEW YORK CITY TIME, SEPTEMBER 28, 2011


HICKS ACQUISITION COMPANY I INC.


Incorporated Under the Laws of the State of
Delaware


CUSIP ________


Warrant Certificate


This
Warrant Certificate certifies that ________________________, or registered assigns, is
the registered holder of __________ warrants (the “Warrants”)
to purchase shares of Common Stock, $.0001 par value (the “Common
Stock”), of Hicks Acquisition Company I, Inc., a Delaware
corporation (the “Company”).  Each Warrant entitles the holder, upon
exercise during the period set forth in the Warrant Agreement referred to
below, to receive from the Company that number of fully paid and nonassessable
shares of Common Stock (each, a “Warrant Share”)
as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable
in lawful money of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the
Warrant Agent referred to below, subject to the conditions set forth herein and
in the Warrant Agreement. Defined terms used in this Warrant Certificate but
not defined herein shall have the meanings given to them in the Warrant
Agreement.


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


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


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


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


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


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


 

















 


 


HICKS ACQUISITION COMPANY I, INC.


By_______________________________


    Joseph B.
Armes


    President


 


 


Countersigned:


Dated:  ________, 20__


CONTINENTAL STOCK
TRANSFER & TRUST COMPANY,


as Warrant Agent


 


By_______________________________


   Authorized Signatory


 

















 


[Form of Warrant Certificate]


[Reverse]


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants
entitling the holder on exercise to receive shares of Common Stock and are
issued or to be issued pursuant to a Warrant Agreement dated as of September
27, 2007 (the “Warrant Agreement”), duly
executed and delivered by the Company to Continental Stock Transfer & Trust
Company, a New York corporation, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the registered holders or registered holder) of the Warrants.  A copy of the Warrant Agreement may be
obtained by the holder hereof upon written request to the Company.  Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the
Warrant Agreement.


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


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be
exercised unless at the time of exercise (i) a registration statement covering
the Warrant Shares to be issued upon exercise is effective under the Act and
(ii) a prospectus thereunder relating to the Warrant Shares is current.  In no
event shall the Company be required to issue unregistered shares upon the
exercise of any Warrant or settle Warrants on a net cash basis.


The Warrant Agreement
provides that upon the occurrence of certain events the number of Warrant
Shares set forth on the face hereof may, subject to certain conditions, be
adjusted.  If, upon exercise of a
Warrant, the holder thereof would be entitled to receive a fractional interest
in a share of Common Stock, the Company will, upon exercise, round up or down
to the nearest whole number of shares of Common Stock to be issued to the
Warrant holder.


Warrant Certificates,
when surrendered at the principal corporate trust office of the Warrant Agent
by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and
subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of
Warrants.


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


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


 

















 


                                                                                      Election
to Purchase


(To Be Executed Upon Exercise Of Warrant)


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


In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6(b) of the
Warrant Agreement and the Company has required cashless exercise pursuant to
Section 6(c) of the Warrant Agreement, the number of shares that this Warrant
is exercisable for shall be determined in accordance with Section 6(c) of the
Warrant Agreement.


In the event that the
Warrant is a Founder’s Warrant or Sponsor’s Warrant (as such terms are defined
in the Warrant Agreement), this Warrant may be exercised, to the extent allowed
by the Warrant Agreement, through cashless exercise pursuant to Section 6(c) of
the Warrant Agreement, in which case (i) the number of shares that this Warrant
is exercisable for would be determined in accordance with Section 6(c) of the
Warrant Agreement and (ii) the holder hereof will complete the following:   The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, through the
cashless exercise provisions of Section 6(c) of the Warrant Agreement, to receive
_______ shares of Common Stock.  If said
number of shares is less than all of the shares of Common Stock purchasable
hereunder (after giving effect to the cashless exercise), the undersigned
requests that a new Warrant Certificate representing the remaining balance of
such shares be registered in the name of ______________, whose address is
_________________________, and that such Warrant Certificate be delivered to
_________________, whose address is __________________.


 


Date: ___________, 20__                                                                 ____________________________________


(Signature)


 


                                                                                


                                                                                


                                                                                


(Address)


 


                                                                                


(Tax Identification Number)


 


Signature Guaranteed:


 


 


                                                                                


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION


(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH


MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15).


 


 

















EXHIBIT B


LEGEND


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  IN ADDITION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 180 DAYS
AFTER THE DATE UPON WHICH HICKS ACQUISITION COMPANY I INC. (THE “COMPANY”)
COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE
WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS
DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE
COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


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


No. _______                                                                                                                                                      _______
Warrants


 

















 


EXHIBIT C


LEGEND


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.  IN ADDITION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS 180 DAYS
AFTER THE DATE UPON WHICH HICKS ACQUISITION COMPANY I INC. (THE “COMPANY”)
COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 5 OF THE
WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS
DEFINED IN SECTION 5 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE
COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS AND MAY NOT BE EXERCISED
DURING SUCH PERIOD.


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


No. _______                                                                                                                                                      _______
Warrants