Common use of Redemption of Warrants Clause in Contracts

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after the Effective Date, in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price of the Common Stock as reported on the American Stock Exchange, if traded thereon, or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive trading days immediately preceding the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after on the Effective Datesecond anniversary of the date of the Prospectus (or earlier with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .10 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeThe Nasdaq SmallCap Market, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sales sale prices), has been at least 200in excess of ____% of the then current Exercise Price of the Warrants, for a period of at least 10 20 consecutive trading days immediately preceding in any 30 trading day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. 10.1. The Warrants are redeemable by the Company commencing any time after the Effective Date, in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .01 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last closing sale price of the Common Stock as reported on the American Nasdaq Stock ExchangeMarket ("Nasdaq"), if traded thereon, or if not traded thereon, the average last reported sale price if listed on another national securities exchange the Over the Counter Bulletin Board (or other reporting system that provides last sales sale prices), has been at least 200300% of the then current Exercise Purchase Price for 30 trading days, subject to the right of the Warrants, for a period of at least 10 consecutive trading days immediately preceding the date on which the Company gives notice of Registered Holder to exercise such Warrants prior to redemption. Any redemption in part shall be made pro rata to all Registered Holders. The Company and its legal counsel will confirm such notice of redemption with the Warrant holdersAgent prior to the date of redemption. The redemption notice shall be mailed to the holders of the Warrants Registered Holders at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder Registered Holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant Registered Holder (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notwithstanding the foregoing, Registered Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Company may at any time elect to redeem all the Warrants are redeemable of a particular class at a price of $.00l for each Warrant in the event a current registration under the Securities Act of 1933, as amended (the "Act"), is then in effect with respect to the shares of Common Stock issuable upon exercise of the particular Warrants and the average of the closing prices for the Company's Common Stock, as reported by the securities exchange on which the Common Stock is listed, The Nasdaq Stock Market ("Nasdaq"), the NASD OTC Electronic Bulletin Board (the "Bulletin Board") or National Quotation Bureau, Incorporated ("NQB") or other reporting agency, as the case may be, for thirty (30) consecutive trading days equals or exceeds 125% of the Exercise Price for the particular class. If the Company commencing any time after shall elect to redeem the Effective DateWarrants of a particular class as permitted by this Section 3, in whole or in partnotice of redemption shall be given to the holders of all outstanding Warrants of such class by mailing, on by first class mail, a notice of such redemption not less than thirty (30) days' days prior written to the date fixed by the Company for redemption to their last addresses as they shall appear upon the Warrant registry books, but failure to give such notice (by mailing to the "Redemption Notice") at a redemption price holder of $.001 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject any Warrant of a currently-effective registration statement, and (c) the average last sale price of the Common Stock as reported on the American Stock Exchange, if traded thereonsuch class, or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive trading days immediately preceding the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof therein, shall not affect the validity of the proceedings for the redemption of any other Warrants of such class. Such notice shall specify the date fixed for redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit and the redemption price at which the Warrants of the Secretary or Assistant Secretary particular class are to be redeemed, and shall state that payment of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders price of the Warrants will have be made at the office of the Company, or any Warrant agent, upon presentation and surrender of such Warrants within thirty (30) days following the redemption date, shall also state that the right to exercise rights until the particular Warrants will terminate at the close of business on the business day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after (stating the date of redemption specified in such termination) and shall state the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except Exercise Price for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingparticular class of Warrants being redeemed.

Redemption of Warrants. The Company may call the Warrants are redeemable by the Company commencing for redemption, in whole and not in part, at a price of $.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after the Effective Datesuch Warrants have become exercisable pursuant to Section 6(a), in whole or in partif, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 per Warrantand only if, provided (a) the Warrants are exercisable, Closing Price (as defined in Section 11(h)) has equalled or exceeded $14.25 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day (as defined in Section 11) prior to the notice of redemption to Warrant holders and (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price of the Common Stock as reported on the American Stock Exchange, if traded thereon, or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive trading days immediately preceding all times between the date on which the Company gives of such notice of redemption. Any redemption and the redemption date a registration statement is in part shall be made pro rata to all effect covering the Warrant holders. The redemption notice shall be mailed to the holders Shares issuable upon exercise of the Warrants at their respective addresses appearing in and a current prospectus relating to those Warrant Shares is available. Notwithstanding the Warrant register. Any such notice mailed in the manner provided herein foregoing, no Private Warrants shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not redeemable at the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary option of the Company so long as they are held by the Founders (as defined below), the Existing Holders or their respective Permitted Transferees, provided that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence fact that one or more Private Warrants are non redeemable because of the facts stated thereinreason described above shall not affect the Company’s right to redeem the Public Warrants and the Private Warrants that are not held by the Founders, the Existing Holders or their respective Permitted Transferees. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 For purposes of this Warrant by the redemption date provided in the Redemption NoticeAgreement, the Warrant term “Founders” shall cease to exist. From and after mean V-Nee Yeh, the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment Company’s Non-executive Chairman of the redemption price)Board of Directors, all rights of Xxxxxx Xxx, the holder of Company’s Chief Executive Officer, Xxx Xxxx, the Warrant as a warrant holder shall ceaseCompany’s Co-Chief Investment Officer and Director, except for Xxxx Xxx, the right to receive Company’s Co-Chief Investment Officer, Xxxxxxx Xxx, the redemption price hereofCompany’s Director, without interestXxxxxxx Xxxx, the Company’s Director, Xxxxx Xxxx Xxx Xx, the Company’s Director, and the Warrant sshall no longer be deemed outstandingASM SPAC.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time twelve (12) months after the Effective Date, in whole or in part, on not less than thirty (30) days' days prior written notice (the "Redemption Notice") at a redemption price of $.001 .01 per WarrantWarrant (or earlier with the prior consent of Xxxxxxx-Xxxxxx), provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeNasdaq SmallCap Market, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange (or other reporting system that provides last sales sale prices), has been at least 200250% of the then current Exercise Price of the Warrants, for a period of at least 10 30 consecutive trading days immediately preceding ending within five days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerRegister. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From On and after the date fixed for redemption, the holder shall have no right with respect to the Warrant except to receive $.01 per Warrant upon surrender of redemption specified in the Redemption Notice (Warrant. Notwithstanding anything to the contrary contained herein, no Warrant will be redeemable unless at the time of redemption, the Company defaults in providing money for payment has filed with the Commission a registration statement under the Securities Act, covering the Warrant Shares and such registration statement shall have been declared and shall remain effective and shall be current, and such Warrant Shares have been registered or qualified or be exempt under the securities laws of the redemption price), all rights state or other jurisdiction of residence of the holder of the such Warrant as a warrant holder shall cease, except for the right to receive and the redemption price hereof, without interest, and the of such Warrant sshall no longer in any such state or other jurisdiction shall not otherwise be deemed outstandingunlawful.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after on the Effective Datefirst anniversary of the date of the Prospectus (with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .05 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Nasdaq Stock ExchangeMarket, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange (or other reporting system that provides last sales sale prices), has been at least 200% of the then current Exercise Price of the Warrants$8.00 per share, for a period of at least 10 20 consecutive trading days immediately preceding ending on the third day prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Company may redeem the Warrants upon the notice (as described below) at any time and from time to time after the Company's Common Stock shall have traded in the over-the-counter market or on a stock exchange registered with the SEC at a bid price equal to or in excess of $8.00 per share for ten (10) consecutive days. The Warrants are redeemable may be redeemed by the Company commencing any time after the Effective Date, in whole or in part, on by paying to the holder of record the sum of Twenty-Five Cents ($.25) per Warrant (the "Redemption Price"). The Company shall give notice of its election to redeem this Warrant by providing to the Warrant Agent a copy of such notice, which the Warrant Agent shall mail, postage prepaid, to the Registered Holders of the Warrants, not less than thirty (30) daysdays nor more than ninety (90) days prior to the date designated as the date of redemption, addressed to the Registered Holders' prior written addresses as appearing on the books of the Company. Prior to the Warrant Agent's providing the notice (to the "Redemption Notice") at a redemption price of $.001 per WarrantRegistered Holders as required above, provided (a) the Warrants are exercisable, (b) Company shall have registered for distribution with the shares underlying the Warrants are the subject of a currently-effective registration statementSEC, and the states wherein at least seventy-five percent (c75%) the average last sale price of the Registered Holders of all Warrants to be redeemed reside, an effective and current registration statement on the number of shares of the Company's Common Stock as reported on the American Stock Exchange, if traded thereon, or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive trading days immediately preceding the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed equal to the holders number of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall to be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemptionredeemed. In the event the Warrant has Company Common Stock cannot been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided be registered for distribution in the Redemption Noticestate in which any Registered Holder resides, such Registered Holder shall not be permitted to exercise his Warrant. If only a portion of the Company's Class C Warrants then outstanding is to be redeemed at a given time, the Warrant Company shall cease select the Class C Warrants to existbe redeemed by lot or pro rata, in whatever reasonable manner the Company's Board of Directors shall determine. From On and after the date of redemption specified in the notice, the Registered Holders of the Warrants shall be entitled to receive the Redemption Notice Price hereof, upon presentation and surrender of the Warrants at the place designated in such notice. Three (3) days prior to the date of redemption the Company shall deposit with the Warrant Agent a sum equal to the maximum amount to be paid to all Registered Holders upon the redemption of the Warrants. From and after the date of the redemption specified in the required notice (unless the Company defaults in providing money for the payment of the redemption priceRedemption Price), all rights of the holder Registered Holders of the Warrant as a warrant holder Warrants shall cease, except for the right to receive the redemption price Redemption Price hereof, without interest, and the Warrant sshall Warrants shall no longer be deemed to be outstanding.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $13.75 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the notice of redemption to Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. If the Company elects to call the Warrants for redemption, it may require all Holders that wish to exercise Warrants to do so on a cashless basis as described in Section 6(c). Notwithstanding the foregoing, no Insider Warrants shall be redeemable at the option of the Company so long as they are held by RAC Investors, LLC, a Delaware limited liability company (the “Sponsor”) or a Permitted Transferee; provided that the fact that one or more Insider Warrants are non-redeemable because they are held by the Sponsor or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Insider Warrants that are not held by the Sponsor or a Permitted Transferee pursuant to the preceding paragraph. The Public Warrants may be exercised in accordance with Section 6(c) of this Warrant Agreement at any time after notice of redemption shall have been given by the Company commencing any pursuant to Section 13 hereof and prior to the time and date fixed for redemption, provided, however, that the Company may elect to require that the Warrant Price for such Public Warrants be paid through a cashless exercise pursuant to Section 6(c) hereof. On and after the Effective Dateredemption date, in whole or in partthe record holder of the Public Warrants shall have no further rights except to receive, on not less than thirty (30) days' prior written notice (upon surrender of the "Redemption Notice") at Public Warrants, the redemption price. Except for a redemption price of $.001 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price of the Common Stock as reported on the American Stock Exchange, if traded thereon, or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive trading days immediately preceding the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement Section 6, no holder of any Warrant shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of any Warrant under this Agreement, regardless of whether or not a registration statement is current under the registered holder receives such notice. No failure Act with respect to mail such notice nor any defect therein or in the mailing thereof shall affect the validity Common Stock issuable upon exercise of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingWarrants.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after on _____________, 1999 [the Effective Datesecond anniversary of the date of the Prospectus] (or earlier with the consent of Network 1), in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .10 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeThe Nasdaq SmallCap Market, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sales sale prices), has been at least 200% of the then current Exercise Price of the Warrants, $8.00 per share for a period of at least 10 20 consecutive trading days immediately preceding ending on the third day prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Warrants are redeemable by the Company commencing ---------------------- at any time after the Effective Datetime, in whole or in part, on not less than thirty (30) days' days prior written notice (the "Redemption Notice") at a redemption price of $.001 .01 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeOTC Bulletin Board, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange or the Nasdaq market (or other reporting system that provides last sales sale prices), has been at least 200667% of the then current Exercise Price of the Warrants, for a period of at least 10 15 consecutive trading days immediately preceding ending within five days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holdersHolders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerHolders pursuant to Section 12 hereof. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.date

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after the Effective DateCompany, in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .05 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last reported sale price of the Common Stock as reported on the American Stock ExchangeOver-The-Counter Electronic Bulletin Board ("OTCBB"), if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange or the Nasdaq SmallCap Market or National Market (or other reporting system that provides last sales sale prices), has been at least 200% of the then current Exercise Price of the Warrants, Warrant exercise price for a period of at least 10 consecutive 30 trading days immediately preceding ending 15 days prior to the date on which the Company gives notice of redemption, subject to the right of the holder to exercise such Warrants prior to redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to existSECTION 11. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.WARRANT

Redemption of Warrants. The (a) Commencing on the date the Warrants are redeemable separately tradeable and transferable, the Warrants are subject to redemption by the Company commencing at $.55 per Warrant, at any time after the Effective Dateuntil ____________ ____, in whole or in part1998 and thereafter at $.75 per Warrant at any time prior to their expiration, on not less than thirty (30) 30 days' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (120% of the "Redemption Notice"Warrant exercise price) for a period of at a least 20 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption is given. For purposes of determining the daily trading price of $.001 per Warrant, provided (a) the Warrants are exercisableCompany's Common Stock, (bi) if the shares underlying Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is quoted on a trading system of the Warrants are National Association of Securities Dealers, Inc. such as the subject of a currently-effective registration statementNASDAQ Small Cap Market or the NASDAQ/NMS, and (c) then the average last reported sale price of the Common Stock as reported on the American Stock Exchangesuch exchange or system each day shall be used, but if traded thereon, no such sale has occurred on such day or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices)is not reported, has been at least 200% then the average of the then current Exercise Price of closing bid prices for the Warrants, Common Stock for a period of at least 10 consecutive trading days immediately preceding the date such day on which the Company gives notice of redemption. Any redemption in part such exchange or system shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed used; or (ii) whose notice was defective. An affidavit if the Common Stock is not then traded on any such exchange or system, then the average of the Secretary or Assistant Secretary of daily bid prices for the Company that notice of redemption has been mailed shallCompany's Common Stock reported by the National Quotation Bureau, Inc. each day shall be used if the Company's Common Stock is included in the absence of fraud, be prima facie evidence of the facts stated thereinNational Quotation System. Holders of the The Warrants will have exercise rights be exercisable until the close of the business on the day immediately preceding the date fixed for redemption, if any. In Notwithstanding the event foregoing, the Warrant Company will not be entitled to call any of the Warrants for redemption or redeem any of the Warrants at a time when the Warrants are not exercisable because the Company has not been exercised by written notice maintained a current registration statement as described in paragraph 1 of this Warrant by Section 4 hereof. On the redemption date provided in the Redemption Noticedate, the Warrant Holders of record of redeemed Warrants shall cease be entitled to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights Redemption price upon surrender of such redeemed Warrants to the holder Company at the principal office of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingAgent.

Redemption of Warrants. The Warrants are redeemable by the Company commencing at any time after 18 months from the Effective Date, in whole or in part, date of the final closing of the offering contemplated by the Memorandum and prior to the Expiration Date on not less than thirty (30) days' 60 days prior written notice (the "Redemption Notice") notice, at a redemption price of $.001 .01 per Warrant, provided (a) that prior to the Warrants are exercisable, (b) redemption the market price for the Common Stock issuable upon exercise of a Warrant shall exceed $6.00 per share and a registration statement covering the shares underlying the Warrants has been declared and remains effective or the shares are not otherwise subject to any sale restrictions. Market price for the subject purpose of a currently-effective registration statement, and (c) this Section 10 shall mean the average last sale closing price of the Common Stock Stock, as reported on by the OTC Bulletin Board, the American Stock Exchange, if traded thereon, or if not traded thereon, the average last sale price if listed on another national securities exchange (Exchange or other reporting system that provides last sales prices)primary trading market for the Common Stock, has been at least 200% of as the then current Exercise Price of the Warrantscase may be, for a period of at least 10 20 consecutive trading days immediately preceding ending within 15 days prior to the date on which notice of redemption is given. If the Company gives shall elect to redeem Warrants as permitted by this Section 10, notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed given to the holders of all outstanding Warrants to whom the Warrants at redemption shall apply mailing by first-class mail a notice of such redemption, not less than 60 nor more than 90 days prior to the date fixed for redemption, to their respective last addresses appearing in as they shall appear upon the Warrant register. Any registry books, but failure to give such notice mailed in by mailing to the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether holder of any Warrant, or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof therein, shall not affect the legality or validity of the proceedings for such the redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defectiveany other Warrants. An affidavit of the Secretary or Assistant Secretary of the Company that The notice of redemption has been mailed shallto each holder of Warrants shall specify the date fixed for redemption and the redemption price at which Warrants are to be redeemed, in the absence of fraud, be prima facie evidence and shall state that payment of the facts stated therein. Holders redemption price of the Warrants will be made at the office of the Company upon presentation and surrender of such Warrants, and shall also state that the right to exercise the Warrants so redeemed will terminate as provided in this Warrant (stating the date of such termination) and shall state the then current exercise price. If the giving of notice of redemption shall have been completed as above provided, the right to exercise rights until the Warrants shall terminate at the close of business on the business day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the each Warrant as a warrant holder shall cease, except for the right thereafter be entitled upon surrender of his or its Warrant only to receive the redemption price hereofthereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Warrants are redeemable by the Company commencing at ---------------------- any time after the Effective Datetime, in whole or in part, on not less than thirty (30) days' days prior written notice (the "Redemption Notice") at a redemption price of $.001 .01 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeOTC Bulletin Board, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange or the Nasdaq market (or other reporting system that provides last sales sale prices), has been at least 200600% of the then current Exercise Price of the Warrants, for a period of at least 10 15 consecutive trading days immediately preceding ending within five days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holdersHolders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerHolders pursuant to Section 12 hereof. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From On and after the date fixed for redemption, the holder shall have no right with respect to the Warrant except to receive $.01 per Warrant upon surrender of redemption specified in the Redemption Notice (unless Warrant. If any Shares have not been registered pursuant Section 6 of the Stock Purchase Agreement, the Company defaults in providing money for payment agrees not to redeem any of the redemption price)Warrants under this Section 7 until 30 days after a registration statement under the Securities Act (a "Registration Statement") has been declared effective with respect to such Shares. The Company shall notify the Holders of its intention to file such a Registration Statement pursuant to Section 12, all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after on ______________, 1999 [the Effective Datesecond anniversary of the date of the Prospectus relating to the Initial Public Offering] (or earlier with the consent of the Representative), in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .10 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeThe Nasdaq SmallCap Market, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sales sale prices), has been at least 200% of the then current Exercise Price of the Warrants, $8.00 per share for a period of at least 10 20 consecutive trading days immediately preceding ending on the third day prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time twelve (12) months after the Effective Date, in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .01 per WarrantWarrant (or earlier with the prior consent of Xxxxxxx-Xxxxxx), provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeNasdaq SmallCap Market, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange (or other reporting system that provides last sales sale prices), has been at least 200250% of the then current Exercise Price of the Warrants, for a period of at least 10 30 consecutive trading days immediately preceding ending on the day prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerRegister. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From On and after the date fixed for redemption, the holder shall have no right with respect to the Warrant except to receive $.01 per Warrant upon surrender of redemption specified in the Redemption Notice (Warrant. Notwithstanding anything to the contrary contained herein, no Warrant will be redeemable unless at the time of redemption, the Company defaults in providing money for payment has filed with the Commission a registration statement under the Act, covering the Warrant Shares and such registration statement shall have been declared and shall remain effective and shall be current, and such Warrant Shares have been registered or qualified or be exempt under the securities laws of the redemption price), all rights state or other jurisdiction of residence of the holder of the such Warrant as a warrant holder shall cease, except for the right to receive and the redemption price hereof, without interest, and the of such Warrant sshall no longer in any such state or other jurisdiction shall not otherwise be deemed outstandingunlawful.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after on the Effective Datefirst anniversary the date of the Prospectus, in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .10 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Nasdaq Stock ExchangeMarket, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange (or other reporting system that provides last sales sale prices), has been at least 200in excess of 150% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive 20 trading days immediately preceding in any 30 trading day period ending not more than 15 days prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Warrants are redeemable by In the Company commencing any time after event that at the Effective Datenext meeting of the Company's shareholders, in whole or in partwhich is expected to occur no later than April 30, on not less than thirty (30) days' prior written notice 1999 (the "Redemption NoticeSHAREHOLDERS MEETING") at a redemption price ), the shareholders do not approve an increase in the number of $.001 per Warrantauthorized shares of Common Stock that is sufficient to permit the exercise of the Warrants, provided (a) the holders of the Warrants are exercisableshall be entitled to have the Company redeem all or any part of their Warrants, at the holders' sole option, at any time during the 120 days following the earlier of April 30, 1999 or the Shareholders Meeting (bthe "REDEMPTION PERIOD"). The holders of the Warrant shall elect to redeem by sending a notice to the Company's President (the "REDEMPTION NOTICE"). To be effective, the Redemption Notice must be received by the Company's President by personal delivery, facsimile, overnight delivery service or certified mail during the Redemption Period. The Redemption Notice shall be deemed received on the day of delivery if sent by personal delivery or facsimile sent prior to 5:00 p.m. (Pacific Time), the next business day following deposit with an overnight delivery service or facsimile sent after 5:00 p.m. (Pacific Time) and on the date of receipt if sent by certified mail. In the event that the Company's shareholders do not approve an increase in the number of authorized shares of Common Stock sufficient enough to cover the Common Stock underlying the Warrants at the next Shareholders Meeting, the Company shall proceed at each subsequent annual and special meeting to include a proposal to increase the number of authorized shares of Common Stock until such approval is obtained. The redemption price for the Warrants shall be the difference between the Warrant exercise price set forth in EXHIBIT A and the average closing price for the Company's Common Stock during the 20 trading days prior to the date of receipt of the Redemption Notice (the "REDEMPTION PRICE"). The Company shall not be obligated to redeem the Warrants if it is not permitted to do so under applicable law, including applicable provisions of the California Corporations Code, and the Redemption Period shall be tolled until the Company is legally permitted to complete the redemption. If the Company is legally permitted to redeem some, but not all of the Warrants tendered for redemption, the Company shall redeem such Warrants in the order of receipt of the Redemption Notices. To the extent that the Company cannot redeem all Warrants that are the subject of a currentlyRedemption Notice on a single date, the Company shall redeem such Warrants on a pro-effective registration statement, rata basis among the tendering holders and (c) the average last sale price Company shall extend the Redemption Period on the balance of the Common Stock as reported on Warrants tendered for redemption until the American Stock Exchange, if traded thereon, or if not traded thereon, date that the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of Company is permitted to redeem the then current Exercise Price balance of the Warrants. In any event, for a period of at least 10 consecutive trading days immediately preceding the Redemption Price shall be the price as calculated on the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders receipt of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The (a) Commencing on ____________, 1998, the Warrants are redeemable subject to redemption by the Company commencing any time after the Effective Date, in whole or in part, at $.05 per Warrant on not less than thirty (30) 30 days' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (200% of the "Redemption Notice"closing bid price for the Company's Common Stock on the effective date of Registration Statement No. 333-21547) for a period of at a least ten consecutive trading days ending within ten days prior to the date upon which the notice of redemption is given. For purposes of determining the daily trading price of $.001 per Warrant, provided (a) the Warrants are exercisableCompany's Common Stock, (bi) if the shares underlying Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is quoted on a trading system of the Warrants are National Association of Securities Dealers, Inc. such as the subject of a currently-effective registration statementNASDAQ Small Cap Market or the NASDAQ/NMS, and (c) then the average last reported sale price of the Common Stock as reported on the American Stock Exchangesuch exchange or system each day shall be used, but if traded thereon, no such sale has occurred on such day or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices)is not reported, has been at least 200% then the average of the then current Exercise Price of closing bid prices for the Warrants, Common Stock for a period of at least 10 consecutive trading days immediately preceding the date such day on which the Company gives notice of redemption. Any redemption in part such exchange or system shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed used; or (ii) whose notice was defective. An affidavit if the Common Stock is not then traded on any such exchange or system, then the average of the Secretary or Assistant Secretary of daily bid prices for the Company that notice of redemption has been mailed shallCompany's Common Stock reported by the National Quotation Bureau, Inc. each day shall be used if the Company's Common Stock is included in the absence of fraud, be prima facie evidence of the facts stated thereinNational Quotation System. Holders of the The Warrants will have exercise rights be exercisable until the close of the business on the day immediately preceding the date fixed for redemption, if any. In Notwithstanding the event foregoing, the Warrant Company will not be entitled to call any of the Warrants for redemption or redeem any of the Warrants at a time when the Warrants are not exercisable because the Company has not been exercised by written notice maintained a current registration statement as described in paragraph 1 of this Warrant by Section 4 hereof. On the redemption date provided in the Redemption Noticedate, the Warrant Holders of record of redeemed Warrants shall cease be entitled to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights Redemption price upon surrender of such redeemed Warrants to the holder Company at the principal office of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingAgent.

Redemption of Warrants. The (a) Commencing on ____________, 199_, the Warrants are redeemable subject to redemption by the Company commencing any time after the Effective Date, in whole or in part, at $.125 per Warrant on not less than thirty (30) 30 days' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (150% of the "Redemption Notice"closing bid price for the Company's Common Stock on the effective date of Registration Statement No. 333-_____) for a period of at a least 5 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption is given. For purposes of determining the daily trading price of $.001 per Warrant, provided (a) the Warrants are exercisableCompany's Common Stock, (bi) if the shares underlying Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is quoted on a trading system of the Warrants are National Association of Securities Dealers, Inc. such as the subject of a currently-effective registration statementNASDAQ Small Cap Market or the NASDAQ/NMS, and (c) then the average last reported sale price of the Common Stock as reported on the American Stock Exchangesuch exchange or system each day shall be used, but if traded thereon, no such sale has occurred on such day or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices)is not reported, has been at least 200% then the average of the then current Exercise Price of closing bid prices for the Warrants, Common Stock for a period of at least 10 consecutive trading days immediately preceding the date such day on which the Company gives notice of redemption. Any redemption in part such exchange or system shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed used; or (ii) whose notice was defective. An affidavit if the Common Stock is not then traded on any such exchange or system, then the average of the Secretary or Assistant Secretary of daily bid prices for the Company that notice of redemption has been mailed shallCompany's Common Stock reported by the National Quotation Bureau, Inc. each day shall be used if the Company's Common Stock is included in the absence of fraud, be prima facie evidence of the facts stated thereinNational Quotation System. Holders of the The Warrants will have exercise rights be exercisable until the close of the business on the day immediately preceding the date fixed for redemption, if any. In Notwithstanding the event foregoing, the Warrant Company will not be entitled to call any of the Warrants for redemption or redeem any of the Warrants at a time when the Warrants are not exercisable because the Company has not been exercised by written notice maintained a current registration statement as described in paragraph 1 of this Warrant by Section 4 hereof. On the redemption date provided in the Redemption Noticedate, the Warrant Holders of record of redeemed Warrants shall cease be entitled to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights Redemption price upon surrender of such redeemed Warrants to the holder Company at the principal office of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingAgent.

Redemption of Warrants. The Company may call the Warrants are redeemable by for redemption, in whole and not in part, at a price of $0.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder and the Company commencing Warrant Agent, at any time after such Warrants have become exercisable pursuant to Section 6(a) above, if, and only if, (A) the Effective Date, in whole Last Reported Sales Price has equaled or in part, exceeded $13.25 per share for any 20 trading days within a 30-trading-day period ending on not less than thirty the third Business Day prior to the notice of redemption to Warrant holders and (30) days' prior written notice (the "Redemption Notice"B) at a redemption price of $.001 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price of the Common Stock as reported on the American Stock Exchange, if traded thereon, or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive trading days immediately preceding all times between the date on which the Company gives of such notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The and the redemption notice shall be mailed date a registration statement filed pursuant to the holders Securities Act is in effect covering the Warrant Shares issuable upon exercise of the Warrants at their respective addresses appearing in and a current prospectus relating to those Warrant Shares is available. Upon a call for redemption of Warrants by the Warrant register. Any Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such notice mailed in Warrants after the manner provided herein shall be conclusively presumed Company’s call for redemption to have been duly given do so on a cashless basis in accordance with this Agreement whether or not the registered holder receives such noticeprocedures set forth in Section 6(d). No failure to mail such notice nor any defect therein or in Notwithstanding the mailing thereof shall affect the validity foregoing, none of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed Founders’ Warrants or (ii) whose notice was defective. An affidavit of Sponsors’ Warrants shall be redeemable at the Secretary or Assistant Secretary option of the Company so long as they are held by the Founders, the Sponsors or a Permitted Transferee; provided that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the fact that one or more Founders’ Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised or Sponsors’ Warrants are non-redeemable by written notice as described in paragraph 1 operation of this Warrant sentence shall not affect the Company’s right to redeem, pursuant to the other provisions of this Section 6(b), the Public Warrants, the Founders’ Warrants and the Sponsors’ Warrants that are not held by the redemption date provided in the Redemption NoticeFounders, the Warrant Sponsors or a Permitted Transferee. Any Founders’ Warrants or Sponsors’ Warrants not held by the Founders, the Sponsors or a Permitted Transferee shall cease become Public Warrants and subject to exist. From the same terms and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), conditions hereunder as all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingother Public Warrants.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after on the Effective Datesecond anniversary of the date of the Prospectus (or earlier with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .10 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Nasdaq Stock ExchangeMarket, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange (or other reporting system that provides last sales sale prices), has been at least 200% of the then current Exercise Price of the Warrants, $8.00 per share for a period of at least 10 20 consecutive trading days immediately preceding ending on the third day prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after beginning one year from the Effective Date, in whole or in part, on not less than thirty (30) date of the Prospectus and prior to the Expiration Date upon 30 days' prior written notice (the "Redemption Notice") notice, at a redemption price of $.001 .05 per Warrant, provided (a) that prior to the Warrants are exercisable, (b) redemption the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale market price of for the Common Stock as reported on the American Stock Exchange, if traded thereon, issuable upon exercise of a Warrant shall equal or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, exceed $8.50 per share for a period of at least 10 30 consecutive trading business days immediately preceding ending within 15 days prior to the date on which the Company gives notice of redemptionredemption is given. Any redemption in part Market price for the purpose of this Section 14 shall mean the average of the highest bid and lowest ask prices as reported by the National Quotation Bureau, Inc., or the average of closing bid and ask prices, as reported by Nasdaq, if the Common Stock is quoted on Nasdaq, or, if the Common Stock is listed on a national securities exchange or on the Nasdaq National Market System, shall be made pro rata determined by the closing sales price on the primary exchange on which the Common Stock is traded or on the National Market System. Prior to all redeeming the Warrants, the Company shall furnish a certificate to the Warrant holdersAgent, signed by an executive officer, certifying as to fulfillment of the aforesaid condition. The If the Company shall elect to redeem Warrants as permitted by this Section 14, notice of redemption notice shall be mailed given to the holders of all outstanding Warrants to whom the Warrants at redemption shall apply by mailing by first-class mail a notice of such redemption, not less than 30 nor more than 60 days prior to the date fixed for redemption, to their respective last addresses appearing in as they shall appear upon the Warrant register. Any registry books, but failure to give such notice mailed in by mailing to the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether holder of any Warrant, or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof therein, shall not affect the legality or validity of the proceedings for such the redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defectiveany other Warrants. An affidavit of the Secretary or Assistant Secretary of the Company that The notice of redemption has been mailed shallto each holder of Warrants shall specify the date fixed for redemption and the redemption price at which Warrants are to be redeemed, in the absence of fraud, be prima facie evidence and shall state that payment of the facts stated therein. Holders redemption price of the Warrants will be made at the office of the Warrant Agent upon presentation and surrender of such Warrants, and shall also state that the right to exercise the Warrants so redeemed will terminate as provided in this Agreement (stating the date of such termination) and shall state the then current Warrant Price. If the giving of notice of redemption shall have been completed as above provided, and if funds sufficient for the redemption of the Warrants shall have been deposited with the Warrant Agent for such purpose, the right to exercise rights until the Warrants shall terminate at the close of business on the business day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the each Warrant as a warrant holder shall cease, except for the right thereafter be entitled upon surrender of his Warrant only to receive the redemption price hereofthereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Company may call the Warrants are redeemable by the Company commencing for redemption, in whole and not in part, at a price of $.01 per Warrant, upon not less than 30 days’ nor more than 60 days prior written notice of redemption to each Warrant holder, at any time after the Effective Datesuch Warrants have become exercisable pursuant to Section 6(a), in whole or in partif, on not less than thirty and only if, (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 per Warrant, provided (ai) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price Closing Price of the Common Stock as reported has equaled or exceeded the Subject Amount per share for any 20 trading days within a 30-trading day period ending on the American Stock Exchange, if traded thereon, or if not traded thereon, third Business Day prior to the average last sale price if listed on another national securities exchange date the notice of redemption is sent to Warrant holders and (or other reporting system that provides last sales prices), has been ii) at least 200% of the then current Exercise Price of the Warrants, for a period of at least 10 consecutive trading days immediately preceding all times from and including the date on which the Company gives such notice of redemption. Any redemption is sent through and including the applicable redemption date, a registration statement under the Act is in part shall be made pro rata effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to all those Warrant holdersShares is available. The redemption notice Company shall be mailed make copies of such prospectus available to the holders of the Warrants at their respective addresses appearing from time to time in such quantities as they may request. Upon a call for redemption of Warrants by the Warrant register. Any Company, the Company shall have the right to require all (and not less than all) holders of Warrants subject to redemption who exercise such notice mailed in Warrants after the manner provided herein shall be conclusively presumed Company’s call for redemption to have been duly given do so on a cashless basis in accordance with this Agreement whether or not the registered holder receives such noticeprocedures set forth in Section 6(d). No failure to mail such The initial notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as shall specify if the Warrants are subject to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defectivecashless redemption. An affidavit of Notwithstanding the Secretary or Assistant Secretary foregoing, no Private Warrants shall be redeemable at the option of the Company so long as they are held by the Founding Holders or their Permitted Transferees; provided that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence fact that one or more Private Warrants are non-redeemable because of the facts stated therein. Holders of reason described above shall not affect the Company’s right to redeem the Public Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has and all Private Warrants that are not been exercised by written notice as described in paragraph 1 of this Warrant held by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingFounding Holders or their Permitted Transferees.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after on the Effective Datedate that is one year from the date of this Agreement, (or earlier with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice (the date of notice being referred to as the "Notice Date" and the date set for redemption is referred to as the "Redemption Noticedate") at a redemption price of $.001 .10 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeThe Nasdaq SmallCap Market, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sales sale prices), has been at least 200averaged 150% of the then current Exercise Price Warrant exercise price (initially $____ per share, subject to adjustment), for 20 trading days during the 30 trading day period ending 15 days prior to the Notice Date, subject to the right of the Warrants, for a period of at least 10 consecutive trading days immediately preceding holder to exercise such Warrants prior to the date on which the Company gives notice of redemptionRedemption Date. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant registerregister as of the Notice Date. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In Unless otherwise specified herein, sending a notice of redemption shall not obligate the event Company to redeem such Warrants if market conditions or the Warrant has not been exercised by written notice as described in paragraph 1 circumstances of this Warrant by the redemption date provided in Company on the Redemption NoticeDate, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandinghave changed materially.

Redemption of Warrants. The Warrants are redeemable by may be redeemed at the Company commencing any time after option of the Effective DateCompany, in whole or in part, on not less than thirty (30) days' prior written notice either a selective or non-discriminatory basis, at a price equal to $0.10 per Warrant (the "Redemption NoticePrice") at a any time (i) commencing twelve (12) months after the date hereof if the First Average Closing Price Requirement (as hereafter defined) is satisfied or (ii) after their initial issuance by the Company if the Second Average Closing Price Requirement (as hereafter defined) is satisfied (with any such date of redemption price of $.001 per Warrant, provided (a) referred to herein as the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) "Redemption Date"). The First Average Closing Price Requirement will be satisfied if the average last sale closing bid price of the Common Stock as reported by the National Association of Securities Dealers, Inc. electronic interdealer quotation system ("Nasdaq") (or average closing sales price, if the Common Stock is quoted on the American Nasdaq National Market System) equals or exceeds $3.00 per share of Common Stock Exchange, if traded thereon, or if not traded thereon, the average last sale price if listed on another national securities exchange for any twenty (or other reporting system that provides last sales prices), has been at least 200% of the then current Exercise Price of the Warrants, for 20) trading days within a period of at least 10 thirty (30) consecutive trading days immediately preceding ending on the fifth trading day prior to the date on which of the Company gives notice of redemption. Any redemption The Second Average Closing Price Requirement will be satisfied if the average closing bid or, if applicable, closing sales price as determined and for the periods specified in part shall be made pro rata to all Warrant holdersthe preceding sentence exceeds $4.00. The redemption notice shall be mailed to On the Redemption Date, the holders of record of redeemed Warrants shall be entitled to payment of the Redemption Price upon surrender of such redeemed Warrants to the Company at the principal office of the Warrant Agent in New York, New York. Notice of redemption of Warrants shall be given at least twenty (20) and not more than forty-five (45) calendar days prior to the Redemption Date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to all of the holders of record of Warrants to be redeemed at their respective addresses appearing in on the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether books or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary transfer records of the Company that notice of redemption has been mailed shall, or such other address designated in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised writing by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of record to the Warrant as a warrant holder Agent not less than sixty (60) calendar days prior to the Redemption Date and shall ceasebe effective upon receipt. In addition, except for the right to receive the notice of such redemption price hereof, without interest, and the Warrant sshall no longer will be deemed outstanding.published in The Wall Street Journal not less than ten (10) nor more

Redemption of Warrants. The Warrants, excluding the Underwriter's Warrants and Warrants issuable thereunder, are redeemable by the Company commencing any time after on the Effective Datefirst anniversary of the date of the Prospectus included in the Registration Statement, in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .10 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Stock ExchangeThe NASDAQ SmallCap Market, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange or the NASDAQ National Market (or other reporting system that provides last sales sale prices), has been at least 200in excess of 150% of the then current Exercise Price of the Warrants, for any 20 trading days within a period of at least 10 30 consecutive trading days immediately preceding ending on the 15th day prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date of mailing in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. 10.1. The Warrants are redeemable by the Company commencing any time after the Effective Date, in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .01 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last closing sale price of the Common Stock as reported on the American Nasdaq Stock ExchangeMarket ("Nasdaq"), if traded thereon, or if not traded thereon, the average last reported sale price if listed on another national securities exchange the Over the Counter Bulletin (or other reporting system that provides last sales sale prices), has been at least 200300% of the then current Exercise Price Warrant exercise price for 30 trading days, subject to the right of the Warrants, for a period of at least 10 consecutive trading days immediately preceding the date on which the Company gives notice of Registered Holder to exercise such Warrants prior to redemption. Any redemption in part shall be made pro rata to all Registered Holders. The Company and its legal counsel will confirm such notice of redemption with the Warrant holdersAgent prior to the date of redemption. The redemption notice shall be mailed to the holders of the Warrants Registered Holders at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder Registered Holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant Registered Holder (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notwithstanding the foregoing, Registered Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The Warrants are redeemable by the Company commencing any time after on the Effective Datesecond anniversary the date of the Prospectus (with the consent of the Underwriter), in whole or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.001 .05 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statement, and (c) the average last sale price closing bid quotation of the Common Stock as reported on the American Nasdaq Stock ExchangeMarket, if traded thereon, or if not traded thereon, the average last closing sale price if listed on another a national securities exchange (or other reporting system that provides last sales sale prices), has been at least 200% of the then current Exercise Price of the Warrants$8.00 per share, for a period of at least 10 20 consecutive trading days immediately preceding ending on the third day prior to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Agent or the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice as described in paragraph 1 of this Warrant by the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights of the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstanding.

Redemption of Warrants. The (a) Commencing on the date the Warrants are redeemable separately tradeable and transferable, the Warrants are subject to redemption by the Company commencing at $.55 per Warrant, at any time after the Effective Dateuntil _________, in whole or in part1999, and, thereafter, at $.75 per Warrant at any time prior to their expiration, on not less than thirty (30) 30 days' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (120% of the "Redemption Notice"Warrant exercise price) for a period of at a least 20 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption is given. For purposes of determining the daily trading price of $.001 per Warrant, provided (a) the Warrants are exercisableCompany's Common Stock, (bi) if the shares underlying Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is quoted on a trading system of the Warrants are National Association of Securities Dealers, Inc. such as the subject of a currently-effective registration statementNASDAQ Small Cap Market or the NASDAQ/NMS, and (c) then the average last reported sale price of the Common Stock as reported on the American Stock Exchangesuch exchange or system each day shall be used, but if traded thereon, no such sale has occurred on such day or if not traded thereon, the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices)is not reported, has been at least 200% then the average of the then current Exercise Price of closing bid prices for the Warrants, Common Stock for a period of at least 10 consecutive trading days immediately preceding the date such day on which the Company gives notice of redemption. Any redemption in part such exchange or system shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed used; or (ii) whose notice was defective. An affidavit if the Common Stock is not then traded on any such exchange or system, then the average of the Secretary or Assistant Secretary of daily bid prices for the Company that notice of redemption has been mailed shallCompany's Common Stock reported by the National Quotation Bureau, Inc. each day shall be used if the Company's Common Stock is included in the absence of fraud, be prima facie evidence of the facts stated thereinNational Quotation System. Holders of the The Warrants will have exercise rights be exercisable until the close of the business on the day immediately preceding the date fixed for redemption, if any. In Notwithstanding the event foregoing, the Warrant Company will not be entitled to call any of the Warrants for redemption or redeem any of the Warrants at a time when the Warrants are not exercisable because the Company has not been exercised by written notice maintained a current registration statement as described in paragraph 1 of this Warrant by Section 4 hereof. On the redemption date provided in the Redemption Noticedate, the Warrant Holders of record of redeemed Warrants shall cease be entitled to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment of the redemption price), all rights Redemption price upon surrender of such redeemed Warrants to the holder Company at the principal office of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingAgent.

Redemption of Warrants. The Once the redeemable Warrants are redeemable by become exercisable, enGene may redeem the Company commencing any time after the Effective Date, outstanding Warrants (except as described herein): • in whole or and not in part, on not less than thirty (30) ; • at a price of $0.01 per Warrant; • upon a minimum of 30 days' ’ prior written notice (the "Redemption Notice") at a of redemption price of $.001 per Warrant, provided (a) the Warrants are exercisable, (b) the shares underlying the Warrants are the subject of a currently-effective registration statementto each warrant holder; and • if, and (c) only if, the average last sale closing price of the Common Stock Shares equals or exceeds $18.00 per share (as reported on adjusted as described below) for any 20 trading days within a 30-trading day period ending three trading days before enGene send the American Stock Exchange, if traded thereon, or if notice of redemption to the warrant holders. enGene will not traded thereon, redeem the average last sale price if listed on another national securities exchange (or other reporting system that provides last sales prices), has been at least 200% Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Common Shares issuable upon exercise of the Warrants is then effective and a current Exercise Price prospectus relating to those Common Shares is available throughout the 30-day redemption period. If and when the Warrants become redeemable by enGene, enGene may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The last of the redemption criterion discussed above is designed to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and enGene issues a notice of redemption of the Warrants, each warrant holder is entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However, the price of the Common Shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a period Warrant as described under the heading “Warrants — Redemption Procedures — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) Warrant exercise price after the redemption notice is issued. If enGene calls the Warrants for redemption as described above, enGene will have the option to require any holder that wishes to exercise its Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” enGene will consider, among other factors, its cash position, the number of at least 10 consecutive trading days immediately preceding Warrants that are outstanding and the dilutive effect on its shareholders of issuing the maximum number of Common Shares issuable upon the exercise of its Warrants. If enGene takes advantage of this option, all holders of Warrants would pay the exercise price by surrendering their Warrants for that number of Common Shares equal to the quotient obtained by dividing (x) the product of the number of Common Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the 10-day average closing price as of the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed is sent to the holders of the Warrants at their respective addresses appearing in Warrants. If enGene takes advantage of this option, the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (i) to whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Secretary or Assistant Secretary of the Company that notice of redemption has been mailed shall, in will contain the absence information necessary to calculate the number of fraud, Common Shares to be prima facie evidence received upon exercise of the facts stated thereinWarrants, including the “fair market value” in such case. Holders Requiring a cashless exercise in this manner will reduce the number of Common Shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to enGene if it does not need the cash from the exercise of the Warrants will after the Business Combination. If enGene calls its Warrants for redemption and does not take advantage of this option, FEAC’s sponsor, Forbion Growth Sponsor FEAC I B.V., and its permitted transferees would still be entitled to exercise their Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise rights until the close of business their Warrants on the day immediately preceding the date fixed for redemption. In the event the Warrant has not been exercised by written notice a cashless basis, as described in paragraph 1 of this Warrant by more detail below. No fractional Common Shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, enGene will round down to the redemption date provided in the Redemption Notice, the Warrant shall cease to exist. From and after the date of redemption specified in the Redemption Notice (unless the Company defaults in providing money for payment nearest whole number of the redemption price), all rights number of Common Shares to be issued to the holder of the Warrant as a warrant holder shall cease, except for the right to receive the redemption price hereof, without interest, and the Warrant sshall no longer be deemed outstandingholder.