8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 6, 2007

LIBERTY ACQUISITION HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-33862	20-0490500
(Commission File Number)	(IRS Employer Identification Number)

1114 Avenue of the Americas, 41^st Floor
New York, New York 10036
(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 380-2230

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Second Amended and Restated Warrant Agreement

     On December 6, 2007, in connection with the pricing of its initial public offering (“IPO”), Liberty Acquisition Holdings Corp. (the “Company”) entered into the Second Amended and Restated Warrant Agreement (the “Amended Warrant Agreement”) with Continental Stock Transfer & Trust Co., as warrant agent, to, among other things, (i) reduce the exercise price of the Company’s warrants from $7.00 per share to $5.50 per share and (ii) extend the warrant expiration date from the fifth anniversary of the IPO consummation date to the sixth anniversary of the IPO consummation date. A copy of the Amended Warrant Agreement is attached hereto as Exhibit 4.1.

Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreements

      On December 6, 2007, each of the Company’s sponsors, Berggruen Acquisition Holdings Ltd. and Marlin Equities II, LLC, entered into an Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreement (each, an “Amended Subscription Agreement”) with the Company, pursuant to which each of them agreed to purchase (i) 6,000,000 sponsors’ warrants at $1.00 per warrant, each to purchase one share of the Company’s common stock at $5.50 per share for an aggregate purchase price of $6,000,000 and (ii) 3,000,000 co-investment units at $10.00 per unit, each unit consisting of one share of the Company’s common stock and one half (1/2) of one warrant, each whole warrant entitling to the holder to purchase one share of common stock at $5.50 per share, for an aggregate purchase price of $30,000,000. Each Amended Subscription Agreement provides that the payment for and issuance of (i) the sponsors’ warrants will occur immediately prior to the closing of the Company’s IPO and (ii) the co-investment units will occur immediately prior to the consummation by the Company of a business combination. A copy of each Amended Subscription Agreement is attached hereto as Exhibits 10.1 and 10.2, respectively.

Trust Agreement

     On December 12, 2007, the Company entered into the Investment Management Trust Agreement (the “Trust Agreement”) with Continental Stock Transfer & Trust Co., as trustee (the “Trustee”), pursuant to which the Trustee agreed, among other things, to (i) hold initially $1,016,702,500 (the “Property”) in trust in a trust account (the “Trust Account”) for the benefit of the Company’s public stockholders, (ii) manage, supervise and administer the Trust Account subject to the terms and conditions set forth in the Trust Agreement, (iii) invest and reinvest the Property in United States government securities and/or in any open ended money market fund(s) selected by the Company meeting certain conditions and (iv) collect and receive, when due, all principal and income arising from the Property, which income, net of taxes and periodic payments of up to $10.35 million, may be released to the Company periodically to fund its working capital requirements. A copy of the Trust Agreement is attached hereto as Exhibit 10.3.

Item 5.03 Amendments to Articles of Incorporation or Bylaw; Change in Fiscal Year.

     On December 11, 2007, the Company further amended its Amended and Restated Certificate of Incorporation by filing its Second Amended and Restated Certificate of Incorporation to increase its authorized number of shares of common stock from 200,000,000 to 215,062,500. A copy of the Second Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.

Item 8.01. Other Events.

     On December 11, 2007, the underwriters for the Company’s IPO exercised their over-allotment option in full to purchase an additional 13.5 million units. Each unit consists of one share of common stock and one half (1/2) of one warrant to purchase an additional share of common stock. The IPO, including the exercise of the over-allotment option, generated total gross proceeds of $1.035 billion to the Company (excluding proceeds of $12.0 million from the sale of the sponsors warrants).

     In addition, the Company announced today that commencing on December 19, 2007, the Company expects that the holders of the Company’s units may elect to separately trade the common stock and warrants included in the Company’s units. Those units not separated will continue to trade on the American Stock Exchange under the symbol LIA.U, and each of the common stock and warrants will trade on the American Stock Exchange under the symbols LIA and LIA.WS, respectively.

     A copy of the Press Release issued by the Company announcing the exercise of the over-allotment option and the separation of the units is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	Not applicable
(b)	Pro Forma Financial Information.
	Not applicable
(c)	Shell Company Transaction.
	Not applicable
(d)	Exhibits.

Exhibit No.		Exhibit Title
	3.1	Second Amended and Restated Certificate of Incorporation.
	4.1	Second Amended and Restated Warrant Agreement among the Registrant and Continental Stock Transfer & Trust Company, as Warrant Agent, dated December 6, 2007.
	10.1	Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreement dated as of December 6, 2007 among the Registrant and Berggruen Acquisition Holdings Ltd.
	10.2	Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreement dated as of December 6, 2007 among the Registrant and Marlin Equities II, LLC.
	10.3	Investment Management Trust Agreement by and between the Registrant and Continental Stock Transfer & Trust Company, as Trustee, dated December 12, 2007.
	99.1	Press Release dated December 12, 2007.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIBERTY ACQUISITION HOLDINGS CORP.
Date: December 12, 2007	By:	/s/ JARED BLUESTEIN
		Name:	Jared Bluestein
		Title:	Secretary

Index to Exhibits

Exhibit No.		Exhibit Title
	3.1	Second Amended and Restated Certificate of Incorporation.
	4.1	Second Amended and Restated Warrant Agreement among the Registrant and Continental Stock Transfer & Trust Company, as Warrant Agent, dated December 6, 2007.
	10.1	Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreement, dated as of December 6, 2007 among the Registrant and Berggruen Acquisition Holdings Ltd.
	10.2	Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreement, dated as of December 6, 2007 among the Registrant and Marlin Equities II, LLC.
	10.3	Investment Management Trust Agreement by and between the Registrant and Continental Stock Transfer & Trust Company, as Trustee, dated December 12, 2007.
	99.1	Press Release dated December 12, 2007.

EX-3.1

EXHIBIT 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

LIBERTY ACQUISITION HOLDINGS CORP.

     The present name of the corporation is “Liberty Acquisition Holdings Corp.” The corporation was incorporated under the name “Freedom II Acquisition Holdings, Inc.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on June 27, 2007. The corporation changed its name to “Liberty Acquisition Holdings Corp.” by filing a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware on July 18, 2007. The corporation amended and restated its certificate of incorporation on November 9, 2007. This Second Amended and Restated Certificate of Incorporation of the corporation, which both restates and further amends the provisions of the corporation’s certificate of incorporation, as amended, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of at least a majority of the outstanding stock of the corporation entitled to vote thereon in accordance with Section 228 of the General Corporation Law of the State of Delaware.

     The certificate of incorporation of the corporation is hereby amended and restated to read in its entirety as follows (the “Certificate of Incorporation”):

     I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law (“DGCL”), as from time to time amended, do hereby certify as follows:

     FIRST: The name of the corporation is Liberty Acquisition Holdings Corp. (the “Corporation”).

     SECOND: The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, DE 19904, County of Kent. The name of its registered agent at such address is National Registered Agents, Inc.

     THIRD: Subject to the immediately succeeding sentence, the purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all powers and privileges which are necessary or convenient to conduct, promotion or attainment of the business or purposes of the Corporation; provided, however, that in the event a Business Combination (as defined below) is not consummated prior to the Termination Date (as defined below), then the purposes of the Corporation shall automatically, with no action required by the board of directors or the stockholders, on the Termination Date be limited to effecting and implementing the dissolution and liquidation of the Corporation and the taking of any other

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actions expressly required to be taken herein on or after the Termination Date and the Corporation’s powers shall thereupon be limited to those set forth in Section 278 of the DGCL and as otherwise may be necessary to implement the limited purposes of the Corporation as provided herein. This Article Third may not be amended prior to the consummation of a Business Combination.

     FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 216,062,500 of which 215,062,500 shares shall be Common Stock of the par value of $0.0001 per share and 1,000,000 shares shall be Preferred Stock of the par value of $0.0001 per share.

          A. Preferred Stock. The Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

          B. Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.

          C. Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid in, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.

     FIFTH: The following provisions (A) through (D) shall apply during the period commencing upon the filing of this Certificate of Incorporation and terminating upon the consummation of any “Business Combination,” and may not be amended during the “Target Business Acquisition Period.” A “Business Combination” shall mean the acquisition by the Corporation, whether by merger, capital stock exchange, asset or stock acquisition or other similar type of transaction, of an operating business (“Target Business”). The “Target Business Acquisition Period” shall mean the period from the effectiveness of the registration statement filed in connection with the Corporation’s initial public offering (“IPO”) with the United States Securities And Exchange Commission up to and including the first to occur of (a) a Business Combination or (b) the Termination Date.

          A. Prior to the consummation of any Business Combination, the Corporation shall submit such Business Combination to its stockholders for approval regardless of whether

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the Business Combination is of a type which normally would require such stockholder approval under the DGCL. In the event that a majority of the shares cast at the meeting to approve the Business Combination are voted for the approval of such Business Combination, the Corporation shall be authorized to consummate the Business Combination; provided that the Corporation shall not consummate any Business Combination if the holders of more than 20% of the IPO Shares (as defined below) exercise their redemption rights described in paragraph (B) below, and provided further that the Board of Directors and officers of the Corporation may, in the exercise of their business judgment, stipulate any percentage lower than 20% as a condition to the closing of a Business Combination.

          B. In the event that a Business Combination is approved in accordance with the above paragraph (A) and is consummated by the Corporation, any stockholder of the Corporation holding shares of Common Stock issued in the IPO (“IPO Shares”) who voted against such Business Combination may, contemporaneous with such vote, demand that the Corporation redeem his, her or its IPO Shares into cash. If so demanded, the Corporation shall, promptly after consummation of the Business Combination, and subject to the availability of lawful funds therefore, redeem such shares into cash at a per share redemption price equal to the original purchase price of the units in the IPO. “Trust Fund” shall mean the trust account established by the Corporation at the consummation of its IPO and into which, among other funds, a certain amount of the net proceeds of the IPO and the placement of the Placement Units (as defined below) are deposited.

          C. In the event that the Corporation does not consummate a Business Combination by the later of (i) 30 months after the consummation of the IPO or (ii) 36 months after the consummation of the IPO in the event that either a letter of intent, an agreement in principle or a definitive agreement to complete a Business Combination was executed but was not consummated within such 30 month period (such later date being referred to as the “Termination Date”), the directors and officers of the Corporation shall take all such action necessary to dissolve the Corporation and liquidate the Trust Fund to holders of IPO Shares as soon as reasonably practicable, and after approval of the Company’s stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board of Directors, prior to such Termination Date, pursuant to Section 275(a) of the DGCL, finding the dissolution of the Corporation advisable and providing such notices as are required by said Section 275(a) of the DGCL, as promptly thereafter as possible. In the event that the stockholders vote in favor of such dissolution and the Corporation is so dissolved, the Corporation shall promptly adopt and implement a plan of distribution which provides that only the holders of IPO Shares shall be entitled to share ratably in the Trust Fund plus any other net assets of the Corporation not used for or reserved to pay obligations and claims or such other corporate expenses relating to or arising during the Corporation’s remaining existence, including costs of dissolving and liquidating the Corporation. The Corporation shall pay no liquidating distributions with respect to any shares of capital stock of the Corporation other than IPO Shares.

          D. A holder of IPO Shares shall be entitled to receive distributions from the Trust Fund only in the event of a liquidation of the Trust Fund to holders of the IPO Shares in connection with the dissolution of the Corporation pursuant to the terms of the Investment Trust Agreement governing the Trust Fund or in the event he, she or it demands conversion of his, her or its shares in accordance with paragraph (B) above. In no other circumstances shall a holder of

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IPO Shares have any right or interest of any kind in or to the Trust Fund. A holder of any shares of capital stock issued, or issuable upon exercise or conversion of securities issued, by the Corporation in a private placement either concurrently with or prior to the IPO (“Placement Units”) shall not have any right, redemption, distributions (liquidating or otherwise) or interest of any kind in or to the Trust Fund.

     SIXTH: Except as otherwise provided in this Certificate of Incorporation, the number of directors constituting the Board of Directors shall be determined by the Board of Directors, subject to the Bylaws of the Corporation. Except as otherwise provided in this Certificate of Incorporation, any vacancy in the Board of Directors, whether arising from death, resignation, removal, an increase in the number of directors or any other cause, may be filled by the vote of either a majority of the directors then in office, though less than a quorum (as defined in the Corporation’s Bylaws), by the sole remaining director or by the stockholders at the next annual meeting thereof or at a special meeting called for such purpose. Stockholders may not apply to request that the Delaware Court of Chancery summarily order an election to be held to fill any vacancies in the Board of Directors whether or not, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors as constituted immediately prior to any such vacancy or increase. Except as otherwise provided in this Certificate of Incorporation, each director so elected shall hold office until the next meeting of the stockholders in which the election of directors is in the regular order of business and until his successor shall have been elected and qualified.

     SEVENTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

          A. Election of directors need not be by ballot unless the Bylaws of the Corporation so provide.

          B. The number of directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the Bylaws of the Corporation.

          C. The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the Bylaws of the Corporation as provided in the Bylaws of the Corporation.

          D. The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

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          E. In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any Bylaws from time to time made by the stockholders; provided, however, that no Bylaw so made shall invalidate any prior act of the directors which would have been valid if such Bylaw had not been made.

          F. Subsequent to the consummation of the IPO, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by written consent of the stockholders.

     EIGHTH: The following paragraphs shall apply with respect to liability and indemnification of officers and directors:

          A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph (A) by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

          B. The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.

     NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in

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such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     TENTH: The Corporation hereby elects not to be governed by Section 203 of the DGCL.

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     IN WITNESS WHEREOF, I have signed this Second Amended and Restated Certificate of Incorporation this 11^th day of December, 2007.

By:	/s/ JARED BLUESTEIN
Name:	Jared Bluestein
Its:	Secretary

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EX-4.1

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, 41^st 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

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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.

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          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.

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               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.

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          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
41^st 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

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED SPONSORS’ WARRANT AND CO-INVESTMENT UNITS
SUBSCRIPTION AGREEMENT

December 6, 2007

To the Board of Directors of
Liberty Acquisition Holdings Corp.:

Gentlemen:

     This Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreement amends and restates in its entirety the Sponsor’s Warrant and Co-Investment Units Subscription Agreement, dated August 9, 2007, by and between Liberty Acquisition Holdings Corp. and the undersigned.

     The undersigned hereby subscribes for and agrees to purchase:

     (i) 6,000,000 warrants (“Sponsors’ Warrants”) at $1.00 per warrant, each to purchase one share of common stock, par value $0.0001 per share (“Common Stock”), of Liberty Acquisition Holdings Corp., a Delaware corporation (the “Corporation”), at $5.50 per share for an aggregate purchase price of SIX MILLION DOLLARS ($6,000,000) (“Sponsors’ Warrant Purchase Price”): and

     (ii) 3,000,000 co-investment units (“Co-Investment Units”) at $10.00 per unit, consisting of an aggregate of 3,000,000 shares of the Common Stock (the “Co-Investment Common Stock”) and 1,500,000 warrants, each to purchase one share of Common Stock (the “Co-Investment Warrants”) at $5.50 per share, for an aggregate purchase price of THIRTY MILLION DOLLARS ($30,000,000) (the “Co-Investment Unit Purchase Price,” and together with the Sponsors’ Warrant Purchase Price, the “Purchase Price”).

     The payment for and issuance of the Sponsors’ Warrants shall occur immediately prior to the consummation of the Corporation’s initial public offering of securities (“IPO”). The payment for and issuance of the Co-Investment Units shall occur immediately prior to the consummation by the Corporation of a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”) following the IPO.

     Immediately prior to the consummation of a Business Combination, the undersigned shall deliver the Co-Investment Unit Purchase Price to the Corporation. In the event that the Corporation fails to consummate a Business Combination within 30 months from the consummation of its IPO (or 36 months from the consummation of its IPO if a letter of intent, agreement in principle or definitive agreement has been executed within such 30 month period but as to which a Business Combination is not yet complete), the undersigned’s obligation to purchase the Co-Investment Units shall be null and void and of no further force and effect.

     The undersigned acknowledges that the Sponsors’ Warrants and Co-Investment Units are subject to certain restrictions on transfer as set forth in a letter agreement, dated the date hereof, as may be amended from time to time.

     The undersigned represents and warrants that it has been advised that the Sponsors’ Warrants (including any underlying shares of Common Stock) and the Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and underlying shares of Common Stock) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); that it is acquiring each of the Sponsors’ Warrants (including any underlying shares of Common Stock) and the Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and underlying shares of Common Stock) for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of any of the Sponsors’ Warrants (including any underlying shares of Common Stock) and the Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and underlying shares of Common Stock) in violation of the securities laws of the United States; that it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act; that it is familiar with the proposed business, management, financial condition and affairs of the Corporation; and that it initiated discussions with the Corporation relating to the purchase and sale of the Sponsors’ Warrants and the Co-Investment Units and that it did not initiate such discussions, nor did it decide to enter into this agreement, as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

     In the event that the undersigned is unable to consummate the purchase of the Co-Investment Units, the undersigned agrees to surrender and forfeit to the Corporation its 12,771,900 Founders’ Units (as defined in the Corporation’s prospectus used in connection with the IPO), which were purchased from the Corporation for $12,340.01 pursuant to a Subscription Agreement, dated August 9, 2007, and awarded to the undersigned pursuant to a Unit Dividend on the date hereof..

[Signature Page to Follow]

     The undersigned hereby represents and warrants that it will execute all documents that are necessary or desirable in connection with the Corporation’s initial public offering.

Very truly yours, BERGGRUEN ACQUISITION HOLDINGS LTD
By:	/s/ Nicolas Berggruen
Name:	Nicolas Berggruen
Title:	President

Agreed to:
LIBERTY ACQUISITION HOLDINGS CORP.
By:	/s/ Jared Bluestein
Name:	Jared Bluestein
Title:	Secretary

EX-10.2

EXHIBIT 10.2

AMENDED AND RESTATED SPONSORS’ WARRANT AND CO-INVESTMENT UNITS
SUBSCRIPTION AGREEMENT

December 6, 2007          

To the Board of Directors of
Liberty Acquisition Holdings Corp.:

Gentlemen:

     This Amended and Restated Sponsor’s Warrant and Co-Investment Units Subscription Agreement amends and restates in its entirety the Sponsor’s Warrant and Co-Investment Units Subscription Agreement, dated August 9, 2007, by and between Liberty Acquisition Holdings Corp. and the undersigned.

     The undersigned hereby subscribes for and agrees to purchase:

     (i) 6,000,000 warrants (“Sponsors’ Warrants”) at $1.00 per warrant, each to purchase one share of common stock, par value $0.0001 per share (“Common Stock”), of Liberty Acquisition Holdings Corp., a Delaware corporation (the “Corporation”), at $5.50 per share for an aggregate purchase price of SIX MILLION DOLLARS ($6,000,000) (“Sponsors’ Warrant Purchase Price”); and

     (ii) 3,000,000 co-investment units (“Co-Investment Units”) at $10.00 per unit, consisting of an aggregate of 3,000,000 shares of the Common Stock (the “Co-Investment Common Stock”) and 1,500,000 warrants, each to purchase one share of Common Stock (the “Co-Investment Warrants”) at $5.50 per share, for an aggregate purchase price of THIRTY MILLION DOLLARS ($30,000,000) (the “Co-Investment Unit Purchase Price.” and together with the Sponsors’ Warrant Purchase Price, the “Purchase Price”).

     The payment for and issuance of the Sponsors’ Warrants shall occur immediately prior to the consummation of the Corporation’s initial public offering of securities (“IPO”). The payment for and issuance of the Co-Investment Units shall occur immediately prior to the consummation by the Corporation of a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business (“Business Combination”) following the IPO.

     Immediately prior to the consummation of a Business Combination, the undersigned shall deliver the Co-Investment Unit Purchase Price to the Corporation. In the event that the Corporation fails to consummate a Business Combination within 30 months from the consummation of its IPO (or 36 months from the consummation of its IPO if a letter of intent, agreement in principle or definitive agreement has been executed within such 30 month period but as to which a Business Combination is not yet complete), the undersigned’s obligation to purchase the Co-Investment Units shall be null and void and of no further force and effect.

     The undersigned acknowledges that the Sponsors’ Warrants and Co-Investment Units are subject to certain restrictions on transfer as set forth in a letter agreement, dated the date hereof, as may be amended from time to time.

     The undersigned represents and warrants that it has been advised that the Sponsors’ Warrants (including any underlying shares of Common Stock) and the Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and underlying shares of Common Stock) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”); that it is acquiring each of the Sponsors’ Warrants (including any underlying shares of Common Stock) and the Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and underlying shares of Common Stock) for its account for investment purposes only; that it has no present intention of selling or otherwise disposing of any of the Sponsors’ Warrants (including any underlying shares of Common Stock) and the Co-Investment Units (including the Co-Investment Common Stock, Co-Investment Warrants and underlying shares of Common Stock) in violation of the securities laws of the United States; that it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act; that it is familiar with the proposed business, management, financial condition and affairs of the Corporation; and that it initiated discussions with the Corporation relating to the purchase and sale of the Sponsors’ Warrants and the Co-Investment Units and that it did not initiate such discussions, nor did it decide to enter into this agreement, as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

     In the event that the undersigned is unable to consummate the purchase of the Co-Investment Units, the undersigned agrees to surrender and forfeit to the Corporation its 12,771,900 Founders’ Units (as defined in the Corporation’s prospectus used in connection with the IPO), which were purchased from the Corporation for $12,340.01 pursuant to a Subscription Agreement, dated August 9, 2007, and awarded to the undersigned pursuant to a Unit Dividend on the date hereof.

[Signature Page to Follow]

     The undersigned hereby represents and warrants that it will execute all documents that are necessary or desirable in connection with the Corporation’s initial public offering.

		Very truly yours,
		MARLIN EQUITIES II, LLC
		By:	/s/ Martin Franklin
		Name:	Martin Franklin
		Title:	Managing Member
Agreed to:
LIBERTY ACQUISITION HOLDINGS CORP.
By:	/s/ Jared Bluestein
Name:	Jared Bluestein
Title:	Secretary

EX-10.3

EXHIBIT 10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

     This Agreement is made as of December 12, 2007 by and between LIBERTY ACQUISITION HOLDINGS CORP. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).

     WHEREAS, the Company’s (i) Registration Statement on Form S-1 (File No. 333-145559), as amended (the “Initial Registration Statement”) for its initial public offering of securities (the “IPO”) has been declared effective as of December 6, 2007 by the Securities and Exchange Commission (the “Effective Date”) and (ii) Registration Statement on Form S-1 (File No. 333-147880) filed pursuant to Rule 462(b) under the Securities Act of 1933 (the “Rule 462(b) Registration Statement”) was effective upon filing on the Effective Date (such Initial Registration Statement and Rule 462(b) Registration Statement collectively referred to herein as the “Registration Statement”);

     WHEREAS, Citigroup Global Markets Inc. (“Citigroup”) is acting as the representative of the underwriters in the IPO; and

     WHEREAS, as described in the Registration Statement, $1,016,702,500 consisting of (a) $1,004,702,500 of the net proceeds of the IPO after adjusting for certain offering expenses and (b) $12,000,000 of the proceeds from the sale of the Sponsors’ Warrants, will be delivered to the Trustee to be deposited and held in a trust account for the benefit of (i) prior to the consummation of a Business Combination (as defined, and in accordance with the terms and conditions set forth, in the Registration Statement), (A) the holders of the Company’s common stock, par value $0.0001, issued in the IPO and (B) to the extent (and only to the extent) that the amount held in such trust account is distributable to the Company pursuant to Sections 2(a) and 2(b) below, the Company, and (ii) after the consummation of a Business Combination (as defined, and in accordance with the terms and conditions set forth, in the Registration Statement), the Company, in each case as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders ,” and the Public Stockholders and, to the extent that the Property is held in trust for the benefit of the Company as specified in clauses (i) and (ii) above, the Company will be referred to together as the “Beneficiaries”); and

     WHEREAS, a portion of the Property consists $27,427,500 attributable to the underwriters’ discount which Citigroup has agreed to deposit in the Trust Account (as defined below); and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;

     IT IS AGREED:

     1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

          (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in segregated trust accounts (the “Trust Account”) established by the

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Trustee at a branch of J.P. Morgan Chase N.Y. and at a brokerage institution selected by the Trustee;

          (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

          (c) In a timely manner, upon the written instruction of the Company, to invest and reinvest the Property in Government Securities and/or in any open ended money market fund(s) selected by the Company meeting the conditions of Sections (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company. As used herein, “Government Security” means any Treasury Bill issued by the United States, having a maturity of one hundred and eighty days or less;

          (d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes and periodic payments of up to 1% of the gross proceeds of the IPO (including the underwriters’ over-allotment option to the extent exercised) made to the Company to fund its working capital requirements, shall become part of the “Property,” as such term is used herein;

          (e) Notify the Company of all communications received by it with respect to any Property requiring action by the Company;

          (f) Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of the tax returns relating to income from the Property in the Trust Account or otherwise;

          (g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company and/or Citigroup in writing to do so;

          (h) Render to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;

          (i) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation; and

          (j) Commence liquidation of the Trust Account only upon receipt of and only in accordance with the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer or other authorized officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein.

2

     2. Limited Distributions of Income From Trust Account.

          (a) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, at the written instruction of the Company, the Trustee shall disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as required to pay income taxes;

          (b) Upon written request from the Company in a form substantially similar to that attached hereto as Exhibit C, which may be given not more than once in any month, the Trustee shall distribute to the Company by wire transfer an amount equal to the income collected on the Property through the last day of the month immediately preceding the date of receipt of the Company’s request; provided, however, that the maximum amount of distributions, net of taxes, that the Company may request and the Trustee shall distribute pursuant to this Section 2(b) shall be 1% of the gross proceeds of the IPO (including the underwriters’ over-allotment option to the extent exercised). The first such distribution shall include income through the end of the month in which the effective date of the IPO occurred, with the Company’s request made following the end of such month in which the effective date of the IPO occurred. It is understood that the Trustee’s only responsibility under this section is to follow the instruction of the Company; and

          (c) Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(j) hereof.

     3. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

          (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer or other authorized officer authorized in writing by the Chief Executive Officer. In addition, except with respect to its duties under Section 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

          (b) Hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim. The Company may participate in such action with its own counsel; and

          (c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on

3

Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that said transaction processing fees shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Fund. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such Sections).

     4. Limitations of Liability. The Trustee shall have no responsibility or liability to:

          (a) Take any action with respect to the Property, other than as directed in Section 1 hereof and the Trustee shall have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;

          (b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

          (c) Change the investment of any Property, other than in compliance with Section 1(c);

          (d) Refund any depreciation in principal of any Property;

          (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

          (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

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          (g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;

          (h) As and to the extent requested from time to time by the Company, prepare, execute and file such tax reports, income or other tax returns and pay any taxes with respect to income and activities relating to the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company (including but not limited to income tax obligations), it being expressly understood that as set forth in Section 1(i), if there is any income or other tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the taxing authority; and

          (i) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to income and other activities relating to the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company (including but not limited to income tax obligations), it being expressly understood that as set forth in Section 1(i), if there is any income or other tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the Company by electronic funds transfer, account debit or other method of payment, and the Company shall forward such payment to the taxing authority; and

          (j) Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a) or 2(b) above.

     5. Termination. This Agreement shall terminate as follows:

          (a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability; or

          (b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(j) hereof, and distributed the Property in

5

accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 3(b).

     6. Miscellaneous.

          (a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than names. The Trustee shall not be liable for any loss, liability or expense resulting from any error in an account number or other identifying number, provided it has accurately transmitted the numbers provided.

          (b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws. It may be executed in several counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

          (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written consent of Citigroup. Any other change, waiver, amendment or modification to this Agreement shall be subject to approval by a majority of the Public Stockholders. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.

          (d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York for purposes of resolving any disputes hereunder.

          (e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:

          if to the Trustee, to:

Continental Stock Transfer & Trust Company
17 Battery Place, 8^th Floor
New York, New York 10004
Attn: Steven Nelson, President
          Frank Di Paolo, Chief Financial Officer
Fax No.: (212) 509-5150

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if to the Company, to:

Liberty Acquisition Holdings Corp.
1114 Avenue of the Americas, 41^st Floor
New York, New York 10036
Attn: Nicolas Berggruen, President
Fax No.: (212) 382-0120

          in either case with a copy to:

Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Facsimile: (212) 723-8871
Attn: David Spivak

and

Greenberg Traurig, LLP
MetLife Building
200 Park Avenue
New York, New York 10166
Attn: Alan I. Annex, Esq.
Fax No.: (212) 801-6400

          (f) This Agreement may not be assigned by the Trustee without the prior written consent of the Company and Citigroup. This Agreement may be assigned by the Company to a wholly-owned subsidiary of the Company upon written notice to the Trustee.

          (g) Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to part of the Property under any circumstance.

          (h) The Trustee hereby consents to the inclusion of Continental Stock Transfer & Trust Company in the Registration Statement and other materials relating to the IPO.

[Signatures appear on following page]

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     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ FRANK A. DI PAOLO
Name:	Frank A. Di Paolo
Title:	CFO
LIBERTY ACQUISITION HOLDINGS CORP.
By:	/s/ NICOLAS BERGGRUEN
Name:	Nicolas Berggruen
Title:	President

[Signature Page to Investment Management Trust Agreement]

EXHIBIT A

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company
17 Battery Place, 8^th Floor
New York, New York 10004
Attn: Steven Nelson, President

          Re: Trust Account No. [           ] Termination Letter

Gentlemen:

          Pursuant to Section 1(i) of the Investment Management Trust Agreement between Liberty Acquisition Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 12, 2007 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with                      (the “Target Business”) to consummate a business combination with Target Business (a “Business Combination”) on or about [INSERT DATE]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”).

          In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct in writing on the Consummation Date.

          On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you written instructions with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.

          In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice.

Very truly yours,

LIBERTY ACQUISITION HOLDINGS CORP.

By:

Name:

Title:

EXHIBIT B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company
17 Battery Place, 8^th Floor
New York, New York
Attn: Steven Nelson, President

          Re: Trust Account No. [            ] Termination Letter

Gentlemen:

          Pursuant to Section 1(i) of the Investment Management Trust Agreement between Liberty Acquisition Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 12, 2007 (the “Trust Agreement”), this is to advise you that Company has been dissolved due to the Company’s inability to effect a Business Combination (as defined in the Registration Statement) within the time frame specified in the final prospectus included in the Registration Statement. Attached hereto is a certified copy of the Certificate of Dissolution as filed with the Delaware Secretary of State.

          In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account. You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”). As paying agent you shall, on the Transfer Date, commence distribution of such funds directly to the Public Stockholders of the Company in accordance with the Company’s instructions. Upon distribution to the Public Stockholders of the Company of all the funds in the Trust Account, the Trust Agreement shall terminate in accordance with the terms thereof. Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Trust Agreement.

Very truly yours,

LIBERTY ACQUISITION HOLDINGS CORP.

By:

Name:

Title:

EXHIBIT C

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company
17 Battery Place, 8^th Floor
New York, New York
Attn: Steven Nelson

          Re: Trust Account No. [            ] — Distribution of Income on Property

Gentlemen:

Pursuant to Section 2(b) of the Investment Management Trust Agreement between Liberty Acquisition Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 12, 2007 (the “Trust Agreement”), we are requesting for our working capital purposes that you deliver to us $                     representing income earned on the Property from                      to                     . In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer said amount, less any fees due the Trustee pursuant to Section 3(c) of the Trust Agreement, immediately upon your receipt of this letter to the Company’s operating account at:

Bank:	[                                        ]
ABA #:	[                                        ]
Account Name:	[                                        ]
Account Number:	[                                        ]
Reference:	Distribution of Income Earned on Trust Property

Very truly yours,

LIBERTY ACQUISITION HOLDINGS CORP.

By:

Name:

Title:

AUTHORIZED INDIVIDUAL(S)	AUTHORIZED
FOR TELEPHONE CALL BACK	TELEPHONE NUMBER(S)
Company:
Liberty Acquisition Holdings Corp.
1114 Avenue of the Americas, 41st Floor
New York, New York 10036	(212) 380-2230
Attn: Nicolas Berggruen, President
Trustee:
Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor
New York, New York 10004	(212) 509-5150
Attn: Steven Nelson, President

SCHEDULE A

Schedule of fees pursuant to Section 3(c) of Investment Management Trust Agreement
between Liberty Acquisition Holdings Corp. and
Continental Stock Transfer & Trust Company

Fee Item	Time and Method of Payment	Amount
Initial acceptance fee	Initial closing of IPO by wire transfer	$	1,000
Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$	3,000
Transaction processing fee for disbursements to Company under Sections 2(a) and 2(b)	Deduction by Trustee from disbursement made to Company under Section 2(b)	$	250

Dated: December 12, 2007	Agreed:
	/s/ FRANK A. DI PAOLO
	Authorized Officer
	Continental Stock Transfer & Trust Co.

EX-99.1

Exhibit 99.1

Media Contact: Jared Bluestein
Liberty Acquisition Holdings Corp.
(212) 380-2230

LIBERTY ACQUISITION HOLDINGS CORP.
ANNOUNCES EXERCISE OF OVER-ALLOTMENT OPTION
BRINGING GROSS PROCEEDS OF IPO TO $1.035 BILLION
AND SEPARATE TRADING OF COMMON STOCK AND WARRANTS

NEW YORK, NEW YORK, December 12, 2007 — Liberty Acquisition Holdings Corp. (the “Company”) announced today that on December 11, 2007, the underwriters for the Company’s initial public offering (the “IPO”) exercised their over-allotment option in full to purchase an additional 13.5 million units at $10.00 per unit. Each unit consists of one share of common stock and one half (¹/2) of one warrant. The IPO, including the exercise of the over-allotment option, will have generated total gross proceeds of $1.035 billion to the Company (excluding proceeds of $12.0 million from the sale of warrants to the sponsors of the Company to be received upon the closing of the IPO).

The lead underwriter for this offering is Citi, with Lehman Brothers Inc. acting as co-manager.

The Company intends to use the net proceeds from this offering to acquire one or more operating businesses through a merger, stock exchange, asset acquisition, reorganization or similar business combination as described in the prospectus.

In addition, the Company announced today that commencing on December 19, 2007, the Company expects that the holders of the Company’s units may elect to separately trade the common stock and warrants included in the Company’s units. Those units not separated will continue to trade on the American Stock Exchange under the symbol LIA.U, and each of the common stock and warrants will trade on the American Stock Exchange under the symbols LIA and LIA.WS, respectively.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This offering is being made only by means of a prospectus, copies of which may be obtained by contacting Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220 (tel: 718-765-6732; fax: 718-765-6734).

Forward-Looking Statements

This press release may contain certain forward-looking statements including statements with regard to the future performance of the Company. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements inherently involve certain risks and uncertainties that are detailed in the Company’s Prospectus and other filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.