0000950144-07-011051 Sample Contracts

SECOND AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • December 12th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks • New York

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

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • December 12th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks • New York

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”).

AMENDED AND RESTATED SPONSORS’ WARRANT AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENT
Subscription Agreement • December 12th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks

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.

AMENDED AND RESTATED SPONSORS’ WARRANT AND CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENT
Subscription Agreement • December 12th, 2007 • Liberty Acquisition Holdings Corp. • Blank checks

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.

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