Common use of Redemption of Warrants Clause in Contracts

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 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. Notwithstanding the foregoing, no Founder’s Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraph.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Last Reported Sale Price has equaled or exceeded $11.50 13.75 per share for any 20 trading days within a 30-trading-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. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company’s call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). Notwithstanding the foregoing, no Founder’s Private Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the Founding Stockholder or a its Permitted TransfereeTransferees; provided that the fact that one or more Founder’s Private Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee of the reason described above shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Private Warrants that are not held by GSC Secondary Interest Fund, LLC the Founding Stockholder or a its Permitted Transferee pursuant to the preceding paragraph.Transferees. Table of Contents

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 14.25 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. Notwithstanding the foregoing, no Founder’s Sponsors’ Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the purchasers set forth in Schedule I hereto (the “Sponsors”) or a Permitted Transferee; provided that the fact that one or more Founder’s Sponsors’ Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Sponsors’ Warrants that are not held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee pursuant to the preceding paragraph.

Redemption of Warrants. The Warrants are redeemable by the Company may call commencing on the Warrants for redemptionsecond anniversary of the date of the Prospectus (or earlier with the consent of the Underwriter), in whole and not or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.01 .10 per Warrant, upon provided the closing bid quotation of the Common Stock as reported on The Nasdaq SmallCap Market, if traded thereon, or if not less traded thereon, the closing sale price if listed on a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sale prices), has been in excess of ____% of the Exercise Price for a period of 20 consecutive trading days in any 30 trading day period ending not more than 30 days’ 15 days prior written 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 to each Warrant holderhas been mailed shall, at any time after such Warrants have become exercisable pursuant to Section 6(a)in the absence of fraud, if, and only if, (i) be prima facie evidence of the Closing Price has equaled or exceeded $11.50 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 facts stated therein. Holders of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding will have exercise rights until the foregoing, no Founder’s Warrants shall be redeemable at close of business on the option of day immediately preceding the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphdate fixed for redemption.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Last Reported Sale Price has equaled or exceeded $11.50 14.25 per share for any 20 trading days within a 30-trading-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. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company’s call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). Notwithstanding the foregoing, no Founder’s Private Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the Founding Stockholder or a its Permitted TransfereeTransferees; provided that the fact that one or more Founder’s Private Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee of the reason described above shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Private Warrants that are not held by GSC Secondary Interest Fund, LLC the Founding Stockholder or a its Permitted Transferee pursuant to the preceding paragraphTransferees.

Redemption of Warrants. The Warrants are redeemable by the Company may call commencing any time after the Warrants for redemptionEffective Date, in whole and not or in part, on not less than thirty (30) days' prior written notice (the "Redemption Notice") at a redemption price of $.01 .001 per Warrant, upon 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 less than 30 days’ prior written 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 to each Warrant holderhas been mailed shall, at any time after such in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have become exercisable pursuant to Section 6(a), if, and only if, (i) exercise rights until the Closing Price has equaled or exceeded $11.50 per share for any 20 trading days within a 30-trading-day period ending close of business on the third Business Day prior 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 the notice of redemption to Warrant holders exist. From and (ii) at all times between after the date of such notice 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 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. Notwithstanding the foregoing, sshall no Founder’s Warrants shall longer be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphdeemed outstanding.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 14.25 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. Notwithstanding the foregoing, no Initial Founder’s 's Warrants or Additional Founder's Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fundthe Founding Stockholder or its Permitted Transferees, LLC or a Permitted Transfereeincluding Steel Partners II, L.P.; provided that the fact that one or more Founder’s Private Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee of the reason described above shall not affect the Company’s 's right to redeem the Public Warrants, the Co-Investment Warrants and all Initial Founder’s 's Warrants and Additional Founder's Warrants that are not held by GSC Secondary Interest Fund, SP Acq LLC or a its Permitted Transferee pursuant to the preceding paragraphTransferees.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 14.50 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. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company's call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). Notwithstanding the foregoing, no Founder’s Sponsors' Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the purchasers set forth in Schedule I hereto (the "Sponsors") or a Permitted Transferee; provided that the fact that one or more Founder’s Sponsors' Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee shall not affect the Company’s 's right to redeem the Public Warrants and all Founder’s Sponsors' Warrants that are not held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee pursuant to the preceding paragraph.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 14.25 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. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company’s call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). Notwithstanding the foregoing, no Founder’s Sponsors’ Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the purchasers set forth in Schedule I hereto (the “Sponsors”) or a Permitted Transferee; provided that the fact that one or more Founder’s Sponsors’ Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Sponsors’ Warrants that are not held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee pursuant to the preceding paragraph.

Redemption of Warrants. The Company may call In the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, event that (i) a current registration statement under the Closing Price has equaled or exceeded $11.50 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior Securities Act is then in effect with respect to the notice shares 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 Common Stock issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding (ii) the foregoing, no Founder’s Warrants shall be redeemable at the option average of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect closing bid price for the Company’s right 's Common Stock, as reported by the OTCBB or such other exchange where the Company's Common Stock is then traded, during a period of 20 consecutive trading days (the "Redemption Pricing Period") exceeds $1.00 per share, the Company may, at any time, elect to redeem Warrants at a price of $.05 for each share issuable upon exercise of the Warrants on the Redemption Date (as hereinafter defined); provided, however, that during each successive Redemption Pricing Period the Company shall only be permitted to redeem an amount of Warrants (based on the amount of Common Stock issuable upon exercise of the Warrant on the Redemption Date) equal to 10% of the total trading volume of the Common Stock for the respective Redemption Pricing Period. If the Company shall elect to redeem the Public Warrants and all Founder’s Warrants that are not held as permitted by GSC Secondary Interest Fundthis Section 7, LLC or a Permitted Transferee pursuant notice of redemption shall be given to the Holders as provided herein not less than 60 days prior to the date fixed by the Company for redemption (the "Redemption Date"). Such notice shall specify the Redemption Date and the redemption price at which the Warrants are to be redeemed and shall state that payment of the redemption price for Warrants will be made at the office of the Company, or any Warrant agent, upon presentation and surrender of such Warrants within 30 days following the Redemption Date, shall also state that the right to exercise the Warrant will terminate at the close of business on the business day preceding paragraphthe Redemption Date (stating the date of such termination).

Redemption of Warrants. The Warrants, excluding the Underwriter's Warrants and Warrants issuable thereunder, are redeemable by the Company may call commencing on the Warrants for redemptionfirst anniversary of the date of the Prospectus included in the Registration Statement, in whole and not or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.01 .10 per Warrant, upon provided the closing bid quotation of the Common Stock as reported on The NASDAQ SmallCap Market, if traded thereon, or if not less than 30 days’ prior written notice of redemption to each Warrant holdertraded thereon, at any time after such Warrants have become exercisable pursuant to Section 6(athe closing sale price if listed on a national securities exchange or the NASDAQ National Market (or other reporting system that provides last sale prices), if, and only if, (i) has been in excess of 150% of the Closing Exercise Price has equaled or exceeded $11.50 per share for any 20 trading days within a 30-trading-day period of 30 consecutive trading days ending on the third Business Day 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 to Warrant holders and (ii) at all times between has been mailed shall, in the date absence of such notice fraud, be prima facie evidence of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise facts stated therein. Holders of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding will have exercise rights until the foregoing, no Founder’s Warrants shall be redeemable at close of business on the option of day immediately preceding the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphdate fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company may call commencing on ______________, 1999 [the Warrants for redemptionsecond anniversary of the date of the Prospectus relating to the Initial Public Offering] (or earlier with the consent of the Representative), in whole and not or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.01 .10 per Warrant, upon provided the closing bid quotation of the Common Stock as reported on The Nasdaq SmallCap Market, if traded thereon, or if not less than 30 days’ prior written notice of redemption to each Warrant holdertraded thereon, at any time after such Warrants have become exercisable pursuant to Section 6(athe closing sale price if listed on a national securities exchange or the Nasdaq National Market (or other reporting system that provides last sale prices), if, and only if, (i) the Closing Price has equaled or exceeded been at least $11.50 8.00 per share for any a period of 20 consecutive trading days within a 30-trading-day period ending on the third Business Day 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 to Warrant holders and (ii) at all times between has been mailed shall, in the date absence of such notice fraud, be prima facie evidence of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise facts stated therein. Holders of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding will have exercise rights until the foregoing, no Founder’s Warrants shall be redeemable at close of business on the option of day immediately preceding the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphdate fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company may call at any time after 18 months from the Warrants for redemption, in whole date of the final closing of the offering contemplated by the Memorandum and prior to the Expiration Date on not in partless than 60 days prior written notice, at a redemption price of $.01 per Warrant, provided that prior to the 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 purpose of this Section 10 shall mean the closing price of the Common Stock, as reported by the OTC Bulletin Board, the American Stock Exchange or other primary trading market for the Common Stock, as the case may be, for a period of 20 consecutive trading days ending within 15 days prior to the date on which notice of redemption is given. If the Company shall elect to redeem Warrants as permitted by this Section 10, notice of redemption shall be given to the holders of all outstanding Warrants to whom the redemption shall apply mailing by first-class mail a notice of such redemption, not less than 30 days’ 60 nor more than 90 days prior written to the date fixed for redemption, to their last addresses as they shall appear upon the registry books, but failure to give such notice by mailing to the holder of any Warrant, or any defect therein, shall not affect the legality or validity of the proceedings for the redemption of any other Warrants. The notice of redemption to each Warrant holder, holder of Warrants shall specify the date fixed for redemption and the redemption price at any time after such which Warrants have become exercisable pursuant are to Section 6(a), ifbe redeemed, and only ifshall state that payment of the 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 (i) the Closing Price has equaled or exceeded $11.50 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 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 the Warrants shall terminate at the close of business on the business day preceding the date fixed for redemption, and the holder of each Warrant shall thereafter be entitled upon surrender of his or its Warrant only to receive 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. Notwithstanding the foregoingprice thereof, no Founder’s Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphwithout interest.

Redemption of Warrants. The Company may call 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 $8.00 per share for redemption, ten (10) consecutive days. The Warrants may be redeemed by the Company in whole and not or in part, at by paying to the holder of record the sum of Twenty-Five Cents ($.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 price copy of $.01 per Warrantsuch notice, upon which the Warrant Agent shall mail, postage prepaid, to the Registered Holders of the Warrants, 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, thirty (i30) the Closing Price has equaled or exceeded $11.50 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day nor more than ninety (90) days prior to the notice of redemption to Warrant holders and (ii) at all times between date designated as the date of redemption, addressed to the Registered Holders' addresses as appearing on the books of the Company. Prior to the Warrant Agent's providing the notice to the Registered Holders as required above, the Company shall have registered for distribution with the SEC, and the states wherein at least seventy-five percent (75%) 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 equal to the number of Warrants to be redeemed. In the event the Company Common Stock cannot be registered for distribution in the state in which any Registered Holder resides, such notice 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 Company shall select the Class C Warrants to be redeemed by lot or pro rata, in whatever reasonable manner the Company's Board of Directors shall determine. On and after the date of redemption and specified in the redemption date a registration statement is in effect covering notice, the Warrant Shares issuable upon exercise Registered Holders of the Warrants shall be entitled to receive the Redemption 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 current prospectus relating sum equal to those Warrant Shares is availablethe maximum amount to be paid to all Registered Holders upon the redemption of the Warrants. Notwithstanding From and after the foregoingdate of the redemption specified in the required notice (unless the Company defaults in providing money for the payment of the Redemption Price), no Founder’s all rights of the Registered Holders of the Warrants shall be redeemable at cease, except for the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem receive the Public Redemption Price hereof, without interest, and the Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant shall no longer be deemed to the preceding paragraphbe outstanding.

Redemption of Warrants. The Warrants are redeemable by the Company may call the Warrants for redemption---------------------- at any time, in whole and not or in part, on not less than thirty (30) days prior written notice at a redemption price of $.01 per Warrant, upon provided the closing bid quotation of the Common Stock as reported on the OTC Bulletin Board, if traded thereon, or if not less than 30 days’ traded thereon, the closing sale price if listed on a national securities exchange or the Nasdaq market (or other reporting system that provides last sale prices), has been at least 667% of the then current Exercise Price of the Warrants, for a period of 15 consecutive trading days ending within five days prior written to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Holders. The redemption notice shall be mailed to the Holders 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 to each Warrant holderhas been mailed shall, at any time after such Warrants have become exercisable pursuant to Section 6(a)in the absence of fraud, if, and only if, (i) be prima facie evidence of the Closing Price has equaled or exceeded $11.50 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 facts stated therein. Holders of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding will have exercise rights until the foregoing, no Founder’s Warrants shall be redeemable at close of business on the option of day immediately preceding the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraph.date

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 19.50 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. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company's call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). Notwithstanding the foregoing, no Founder’s Sponsors' Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the purchasers set forth in Schedule I hereto (the "Sponsors") or a Permitted Transferee; provided that the fact that one or more Founder’s Sponsors' Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee shall not affect the Company’s 's right to redeem the Public Warrants and all Founder’s Sponsors' Warrants that are not held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee pursuant to the preceding paragraph.

Redemption of Warrants. The Company may call In the event that at the next meeting of the Company's shareholders, which is expected to occur no later than April 30, 1999 (the "SHAREHOLDERS MEETING"), the shareholders do not approve an increase in the number of authorized shares of Common Stock that is sufficient to permit the exercise of the Warrants, the holders of the Warrants for redemption, in whole and not in partshall be entitled to have the Company redeem all or any part of their Warrants, at a price of $.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holderthe holders' sole option, at any time after such Warrants have become exercisable pursuant during the 120 days following the earlier of April 30, 1999 or the Shareholders Meeting (the "REDEMPTION PERIOD"). The holders of the Warrant shall elect to Section 6(aredeem 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), ifthe 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 only if, (i) special meeting to include a proposal to increase the Closing Price has equaled or exceeded $11.50 per share number of authorized shares of Common Stock until such approval is obtained. The redemption price for any 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 within a 30-trading-day period ending on the third Business Day prior to the notice date of redemption receipt of the Redemption Notice (the "REDEMPTION PRICE"). The Company shall not be obligated to Warrant 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 Redemption Notice on a single date, the Company shall redeem such Warrants on a pro-rata basis among the tendering holders and (ii) at all times between the Company shall extend the Redemption Period on the balance of the Warrants tendered for redemption until the date that the Company is permitted to redeem the balance of the Warrants. In any event, the Redemption Price shall be the price as calculated on the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise receipt of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, no Founder’s Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphRedemption Notice.

Redemption of Warrants. The Company may call (a) Commencing on the date the Warrants for redemptionare separately tradeable and transferable, in whole and not in part, the Warrants are subject to redemption by the Company at a price of $.01 .55 per Warrant, upon at any time until _________, 1999, and, thereafter, at $.75 per Warrant at any time prior to their expiration, on not less than 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 Warrant exercise price) for a period of at least 20 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only ifis given. For purposes of determining the daily trading price of the Company's Common Stock, (i) if the Closing Price 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 National Association of Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the NASDAQ/NMS, then the last reported sale price of the Common Stock on such exchange or system each day shall be used, but if no such sale has equaled occurred on such day or exceeded $11.50 per share if the last sale price is not reported, then the average of the closing bid prices for any 20 trading days within a 30-trading-the Common Stock for such day period ending on the third Business Day prior to the notice of redemption to Warrant holders and such exchange or system shall be used; or (ii) at all times between if the Common Stock is not then traded on any such exchange or system, then the average of the daily bid prices for the Company'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 National Quotation System. The Warrants will be exercisable until the close of the business day preceding 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 availablefixed for redemption, if any. Notwithstanding the foregoing, no Founder’s the 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 maintained a current registration statement as described in Section 4 hereof. On the redemption date, the Warrant Holders of record of redeemed Warrants shall be redeemable entitled to payment of the Redemption price upon surrender of such redeemed Warrants to the Company at the option principal office of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphWarrant Agent.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 14.25 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. Notwithstanding the foregoing, no Founder’s Sponsors' Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the purchasers set forth in Schedule I hereto (the "Sponsors") or a Permitted Transferee; provided that the fact that one or more Founder’s Sponsors' Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee shall not affect the Company’s 's right to redeem the Public Warrants and all Founder’s Sponsors' Warrants that are not held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee pursuant to the preceding paragraph.

Redemption of Warrants. The Company may call (a) Commencing on ____________, 1998, the Warrants for redemption, in whole and not in part, are subject to redemption by the Company at a price of $.01 .05 per Warrant, upon Warrant on not less than 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 closing bid price for the Company's Common Stock on the effective date of Registration Statement No. 333-21547) for a period of at least ten consecutive trading days ending within ten days prior to the date upon which the notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only ifis given. For purposes of determining the daily trading price of the Company's Common Stock, (i) if the Closing Price 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 National Association of Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the NASDAQ/NMS, then the last reported sale price of the Common Stock on such exchange or system each day shall be used, but if no such sale has equaled occurred on such day or exceeded $11.50 per share if the last sale price is not reported, then the average of the closing bid prices for any 20 trading days within a 30-trading-the Common Stock for such day period ending on the third Business Day prior to the notice of redemption to Warrant holders and such exchange or system shall be used; or (ii) at all times between if the Common Stock is not then traded on any such exchange or system, then the average of the daily bid prices for the Company'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 National Quotation System. The Warrants will be exercisable until the close of the business day preceding 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 availablefixed for redemption, if any. Notwithstanding the foregoing, no Founder’s the 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 maintained a current registration statement as described in Section 4 hereof. On the redemption date, the Warrant Holders of record of redeemed Warrants shall be redeemable entitled to payment of the Redemption price upon surrender of such redeemed Warrants to the Company at the option principal office of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphWarrant Agent.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (ia) the Closing Price has equaled or exceeded $11.50 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 (iib) 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. Notwithstanding the foregoing, no Founder’s Insider Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fundthe Sponsor or its Permitted Transferees, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Insider Warrants are non-non redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee of the reason described above shall not affect the Company’s 's right to redeem the Public Warrants and all Founder’s the Insider Warrants that are not held by GSC Secondary Interest Fund, LLC the Sponsor or a its Permitted Transferee pursuant to the preceding paragraphTransferees.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 14.25 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. Notwithstanding the foregoing, no Initial Founder’s Warrants or Additional Founder’s Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fundthe Founding Stockholder or its Permitted Transferees, LLC or a Permitted Transfereeincluding Steel Partners II, L.P.; provided that the fact that one or more Founder’s Private Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee of the reason described above shall not affect the Company’s right to redeem the Public Warrants, the Co-Investment Warrants and all Initial Founder’s Warrants and Additional Founder’s Warrants that are not held by GSC Secondary Interest Fund, SP Acq LLC or a its Permitted Transferee pursuant to the preceding paragraphTransferees.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 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. Notwithstanding the foregoing, no Founder’s Sponsors’ Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the purchasers set forth in Schedule I hereto (the “Sponsors”) or a Permitted Transferee; provided that the fact that one or more Founder’s Sponsors’ Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Sponsors’ Warrants that are not held by GSC Secondary Interest Fund, LLC a Sponsor or a Permitted Transferee pursuant to the preceding paragraph.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01 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 $11.50 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 Founder’s Insider Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest FundRAC Investors, LLC LLC, a Delaware limited liability company (the “Sponsor”) or a Permitted Transferee; provided that the fact that one or more Founder’s Insider Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC the Sponsor or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Insider Warrants that are not held by GSC Secondary Interest Fund, LLC 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 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 redemption date, the record holder of the Public Warrants shall have no further rights except to receive, upon surrender of the Public Warrants, the redemption price. Except for a redemption in accordance with this 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 a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01 0.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holderholder and the Warrant Agent, at any time after such Warrants have become exercisable pursuant to Section 6(a)) above, if, and only if, (iA) the Closing Last Reported Sales Price has equaled or exceeded $11.50 13.25 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 (iiB) at all times between the date of such notice of redemption and the redemption date a registration statement filed pursuant to the Securities Act is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company’s call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). Notwithstanding the foregoing, no Founder’s none of the Founders’ Warrants or Sponsors’ Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fundthe Founders, LLC the Sponsors or a Permitted Transferee; provided that the fact that one or more Founder’s Founders’ Warrants or Sponsors’ Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee operation of this sentence shall not affect the Company’s right to redeem redeem, pursuant to the other provisions of this Section 6(b), the Public Warrants, the Founders’ Warrants and all Founder’s the Sponsors’ Warrants that are not held by GSC Secondary Interest Fundthe Founders, LLC the Sponsors or a Permitted Transferee. Any Founders’ Warrants or Sponsors’ Warrants not held by the Founders, the Sponsors or a Permitted Transferee pursuant shall become Public Warrants and subject to the preceding paragraphsame terms and conditions hereunder as all other Public Warrants.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (ia) the Closing Price (as defined in Section 11(h)) has equaled equalled or exceeded $11.50 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 (iib) 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. Notwithstanding the foregoing, no Founder’s Private Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fundthe Founders (as defined below), LLC the Existing Holders or a their respective Permitted Transferee; Transferees, provided that the fact that one or more Founder’s Private Warrants are non-non redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee of the reason described above shall not affect the Company’s right to redeem the Public Warrants and all Founder’s the Private Warrants that are not held by GSC Secondary Interest Fundthe Founders, LLC the Existing Holders or a their respective Permitted Transferee pursuant to Transferees. For purposes of this Warrant Agreement, the preceding paragraphterm “Founders” shall mean V-Nee Yeh, the Company’s Non-executive Chairman of the Board of Directors, Xxxxxx Xxx, the Company’s Chief Executive Officer, Xxx Xxxx, the Company’s Co-Chief Investment Officer and Director, Xxxx Xxx, the Company’s Co-Chief Investment Officer, Xxxxxxx Xxx, the Company’s Director, Xxxxxxx Xxxx, the Company’s Director, Xxxxx Xxxx Xxx Xx, the Company’s Director, and ASM SPAC.

Redemption of Warrants. The Warrants are redeemable by the Company may call commencing twelve (12) months after the Warrants for redemptionEffective Date, in whole and not or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.01 per WarrantWarrant (or earlier with the prior consent of Xxxxxxx-Xxxxxx), upon provided the average closing bid quotation of the Common Stock as reported on the Nasdaq SmallCap Market, if traded thereon, or if not less than traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been at least 250% of the then current Exercise Price of the Warrants, for a period of 30 days’ consecutive trading days ending on the day prior written 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 to each Warrant holderhas been mailed shall, at any time after such in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have become exercisable pursuant to Section 6(a), if, and only if, (i) exercise rights until the Closing Price has equaled or exceeded $11.50 per share for any 20 trading days within a 30-trading-day period ending close of business on the third Business Day prior day immediately preceding the date fixed for redemption. On and after the date fixed for redemption, the holder shall have no right with respect to the notice Warrant except to receive $.01 per Warrant upon surrender of redemption the Warrant. Notwithstanding anything to the contrary contained herein, no Warrant holders and (ii) will be redeemable unless at all times between the date time of such notice of redemption and redemption, the redemption date Company has filed with the Commission a registration statement is in effect under the Act, covering the Warrant Shares issuable upon exercise 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 Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, no Founder’s Warrants shall be redeemable at the option state or other jurisdiction of residence of the Company so long as they are held by GSC Secondary Interest Fund, LLC holder of such Warrant and the redemption of such Warrant in any such state or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee other jurisdiction shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphotherwise be unlawful.

Redemption of Warrants. The Company may call at any time elect to redeem all the Warrants for redemption, in whole and not in part, of a particular class at a price of $.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to .00l for each Warrant holderin the event a current registration under the Securities Act of 1933, at any time after such Warrants have become exercisable pursuant to Section 6(aas amended (the "Act"), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior is then in effect with respect to the notice shares 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 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 shall elect to redeem the Warrants of a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoingparticular class as permitted by this Section 3, no Founder’s Warrants notice of redemption shall be redeemable at given to the option holders of all outstanding Warrants of such class by mailing, by first class mail, a notice of such redemption not less than thirty (30) days prior to the date fixed by the Company so long for redemption to their last addresses as they are held shall appear upon the Warrant registry books, but failure to give such notice by GSC Secondary Interest Fundmailing to the holder of any Warrant of such class, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fundany defect therein, LLC or a Permitted Transferee 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 and the redemption price at which the Warrants of the particular class are to be redeemed, and shall state that payment of the redemption price of the Warrants will be made at the office of the Company’s , 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 redeem exercise the Public particular Warrants will terminate at the close of business on the business day preceding the date fixed for redemption (stating the date of such termination) and all Founder’s shall state the Exercise Price for the particular class of Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphbeing redeemed.

Redemption of Warrants. The Warrants are redeemable by the Company may call the Warrants for redemptionat ---------------------- any time, in whole and not or in part, on not less than thirty (30) days prior written notice at a redemption price of $.01 per Warrant, upon provided the closing bid quotation of the Common Stock as reported on the OTC Bulletin Board, if traded thereon, or if not less than 30 days’ traded thereon, the closing sale price if listed on a national securities exchange or the Nasdaq market (or other reporting system that provides last sale prices), has been at least 600% of the then current Exercise Price of the Warrants, for a period of 15 consecutive trading days ending within five days prior written to the date on which the Company gives notice of redemption. Any redemption in part shall be made pro rata to all Holders. The redemption notice shall be mailed to the Holders 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. On and after the date fixed for redemption, the holder shall have no right with respect to each the Warrant holderexcept to receive $.01 per Warrant upon surrender of the Warrant. If any Shares have not been registered pursuant Section 6 of the Stock Purchase Agreement, at the Company agrees not to redeem any time of the 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 Warrants have become exercisable Shares. The Company shall notify the Holders of its intention to file such a Registration Statement pursuant to Section 6(a)12, if, and only if, (i) the Closing Price has equaled or exceeded $11.50 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. Notwithstanding the foregoing, no Founder’s Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphhereof.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 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. Notwithstanding the foregoing, no Founder’s Founders’ Warrants or Performance Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, NTR Partners LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Founders’ Warrants or Performance Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, NTR Partners LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants, the Private Placement Warrants and all Founder’s Founders’ Warrants and Performance Warrants that are not held by GSC Secondary Interest Fund, NTR Partners LLC or a Permitted Transferee pursuant to the preceding paragraph.

Redemption of Warrants. The Company may call the Warrants for redemption, in whole and not in part, at a price of $.01 0.01 per Warrant, upon not less than 30 days’ ' prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a)) above, if, and only if, (iA) the Closing Price has equaled or exceeded $11.50 13.50 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 (iiB) at all times between the date of such notice of redemption and the redemption date a registration statement filed pursuant to the Securities Act is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding Upon a call for redemption of Warrants by the foregoingCompany, no Founder’s the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company's call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d); provided however, that holders of Public Warrants shall not be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right eligible to redeem exercise the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or on a Permitted Transferee pursuant to cashless basis at their own option in the preceding paragraph.event of such redemption. The "Closing Price" of the Common Stock on any date of determination means:

Redemption of Warrants. The Warrants are redeemable by the Company may call commencing twelve (12) months after the Warrants for redemptionEffective Date, in whole and not or in part, on not less than thirty (30) days prior written notice at a redemption price of $.01 per WarrantWarrant (or earlier with the prior consent of Xxxxxxx-Xxxxxx), upon provided the average closing bid quotation of the Common Stock as reported on the Nasdaq SmallCap Market, if traded thereon, or if not less than traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been at least 250% of the then current Exercise Price of the Warrants, for a period of 30 days’ consecutive trading days ending within five days prior written 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 to each Warrant holderhas been mailed shall, at any time after such in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have become exercisable pursuant to Section 6(a), if, and only if, (i) exercise rights until the Closing Price has equaled or exceeded $11.50 per share for any 20 trading days within a 30-trading-day period ending close of business on the third Business Day prior day immediately preceding the date fixed for redemption. On and after the date fixed for redemption, the holder shall have no right with respect to the notice Warrant except to receive $.01 per Warrant upon surrender of redemption the Warrant. Notwithstanding anything to the contrary contained herein, no Warrant holders and (ii) will be redeemable unless at all times between the date time of such notice of redemption and redemption, the redemption date Company has filed with the Commission a registration statement is in effect under the Securities Act, covering the Warrant Shares issuable upon exercise 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 Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, no Founder’s Warrants shall be redeemable at the option state or other jurisdiction of residence of the Company so long as they are held by GSC Secondary Interest Fund, LLC holder of such Warrant and the redemption of such Warrant in any such state or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee other jurisdiction shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphotherwise be unlawful.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Last Reported Sale Price has equaled or exceeded $11.50 14.25 per share for any 20 trading days within a 30-trading-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. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company’s call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). Notwithstanding the foregoing, no FounderFounders’ Warrants or Sponsor’s Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fundthe Founders or the Sponsor, LLC respectively, or a their respective Permitted TransfereeTransferees; provided that the fact that one or more FounderFounders’ Warrants or Sponsor’s Warrants Warrants, as applicable, are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee of the reason described above shall not affect the Company’s right to redeem the Public Warrants, the Co-Investment Warrants and all FounderFounders’ Warrants and Sponsor’s Warrants that are not held by GSC Secondary Interest Fundthe Founders or Sponsor, LLC respectively, or a their respective Permitted Transferee pursuant to the preceding paragraphTransferees.

Redemption of Warrants. The Warrants are redeemable by the Company may call commencing on the Warrants for redemptionfirst anniversary of the date of the Prospectus (with the consent of the Underwriter), in whole and not or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.01 .05 per Warrant, upon provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock Market, if traded thereon, or if not less than 30 days’ prior written notice of redemption to each Warrant holdertraded thereon, at any time after such Warrants have become exercisable pursuant to Section 6(athe average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), ifhas been at least $8.00 per share, and only if, (i) the Closing Price has equaled or exceeded $11.50 per share for any a period of 20 consecutive trading days within a 30-trading-day period ending on the third Business Day 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 to Warrant holders and (ii) at all times between has been mailed shall, in the date absence of such notice fraud, be prima facie evidence of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise facts stated therein. Holders of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding will have exercise rights until the foregoing, no Founder’s Warrants shall be redeemable at close of business on the option of day immediately preceding the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphdate fixed for redemption.

Redemption of Warrants. The Warrants are redeemable by the Company may call commencing on the Warrants for redemptionsecond anniversary the date of the Prospectus (with the consent of the Underwriter), in whole and not or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.01 .05 per Warrant, upon provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock Market, if traded thereon, or if not less than 30 days’ prior written notice of redemption to each Warrant holdertraded thereon, at any time after such Warrants have become exercisable pursuant to Section 6(athe average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), ifhas been at least $8.00 per share, and only if, (i) the Closing Price has equaled or exceeded $11.50 per share for any a period of 20 consecutive trading days within a 30-trading-day period ending on the third Business Day 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 to Warrant holders and (ii) at all times between has been mailed shall, in the date absence of such notice fraud, be prima facie evidence of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise facts stated therein. Holders of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding will have exercise rights until the foregoing, no Founder’s Warrants shall be redeemable at close of business on the option of day immediately preceding the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphdate fixed for redemption.

Redemption of Warrants. The Company may call (a) Commencing on ____________, 199_, the Warrants for redemption, in whole and not in part, are subject to redemption by the Company at a price of $.01 .125 per Warrant, upon Warrant on not less than 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 closing bid price for the Company's Common Stock on the effective date of Registration Statement No. 333-_____) for a period of at least 5 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only ifis given. For purposes of determining the daily trading price of the Company's Common Stock, (i) if the Closing Price 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 National Association of Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the NASDAQ/NMS, then the last reported sale price of the Common Stock on such exchange or system each day shall be used, but if no such sale has equaled occurred on such day or exceeded $11.50 per share if the last sale price is not reported, then the average of the closing bid prices for any 20 trading days within a 30-trading-the Common Stock for such day period ending on the third Business Day prior to the notice of redemption to Warrant holders and such exchange or system shall be used; or (ii) at all times between if the Common Stock is not then traded on any such exchange or system, then the average of the daily bid prices for the Company'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 National Quotation System. The Warrants will be exercisable until the close of the business day preceding 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 availablefixed for redemption, if any. Notwithstanding the foregoing, no Founder’s the 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 maintained a current registration statement as described in Section 4 hereof. On the redemption date, the Warrant Holders of record of redeemed Warrants shall be redeemable entitled to payment of the Redemption price upon surrender of such redeemed Warrants to the Company at the option principal office of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphWarrant Agent.

Redemption of Warrants. The Warrants are redeemable by the Company may call beginning one year from the Warrants for redemption, in whole date of the Prospectus and not in partprior to the Expiration Date upon 30 days' written notice, at a redemption price of $.01 .05 per Warrant, provided that prior to the redemption the market price for the Common Stock issuable upon exercise of a Warrant shall equal or exceed $8.50 per share for 30 consecutive business days ending within 15 days prior to the date on which the notice of redemption is given. 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 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 redeeming the Warrants, the Company shall furnish a certificate to the Warrant Agent, signed by an executive officer, certifying as to fulfillment of the aforesaid condition. If the Company shall elect to redeem Warrants as permitted by this Section 14, notice of redemption shall be given to the holders of all outstanding Warrants to whom the redemption shall apply by mailing by first-class mail a notice of such redemption, not less than 30 days’ nor more than 60 days prior written to the date fixed for redemption, to their last addresses as they shall appear upon the registry books, but failure to give such notice by mailing to the holder of any Warrant, or any defect therein, shall not affect the legality or validity of the proceedings for the redemption of any other Warrants. The notice of redemption to each Warrant holder, holder of Warrants shall specify the date fixed for redemption and the redemption price at any time after such which Warrants have become exercisable pursuant are to Section 6(a), ifbe redeemed, and only ifshall state that payment of the 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 (i) the Closing Price has equaled or exceeded $11.50 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 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 date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating shall have been deposited with the Warrant Agent for such purpose, the right to those Warrant Shares is available. Notwithstanding exercise the foregoing, no Founder’s Warrants shall be redeemable terminate at the option close of business on the Company so long as they are held by GSC Secondary Interest Fundbusiness day preceding the date fixed for redemption, LLC or a Permitted Transferee; provided that and the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fundholder of each Warrant shall thereafter be entitled upon surrender of his Warrant only to receive the redemption price thereof, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphwithout interest.

Redemption of Warrants. 10.1. The Warrants are redeemable by the Company may call the Warrants for redemption, in whole and on not in part, less than thirty (30) days' prior written notice at a redemption price of $.01 per Warrant, upon provided the closing sale price of the Common Stock as reported on the Nasdaq Stock Market ("Nasdaq"), if traded thereon, or if not less than traded thereon, the last reported sale price on the Over the Counter Bulletin (or other reporting system that provides last sale prices), has been at least 300% of the then current Warrant exercise price for 30 trading days’ prior written notice , subject to the right of redemption the Registered Holder to each Warrant holder, at any time after exercise such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price has equaled or exceeded $11.50 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. Any redemption in part shall be made pro rata to Warrant holders all Registered Holders. The Company and (ii) at all times between the date of its legal counsel will confirm such notice of redemption and the redemption date a registration statement is in effect covering with the Warrant Shares issuable upon exercise Agent prior to the date of redemption. The redemption notice shall be mailed to the 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 receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the Warrants and proceedings for such redemption except as to a current prospectus relating Registered Holder (i) to those whom notice was not mailed or (ii) whose notice was defective. An affidavit of the Warrant Shares is availableAgent 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, no Founder’s Warrants shall be redeemable at Registered Holders will have exercise rights until the option close of business on the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that day immediately preceding the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphdate fixed for redemption.

Redemption of Warrants. The Company may call (a) Commencing on the date the Warrants for redemptionare separately tradeable and transferable, in whole and not in part, the Warrants are subject to redemption by the Company at a price of $.01 .55 per Warrant, upon at any time until ____________ ____, 1998 and thereafter at $.75 per Warrant at any time prior to their expiration, on not less than 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 Warrant exercise price) for a period of at least 20 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), if, and only ifis given. For purposes of determining the daily trading price of the Company's Common Stock, (i) if the Closing Price 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 National Association of Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the NASDAQ/NMS, then the last reported sale price of the Common Stock on such exchange or system each day shall be used, but if no such sale has equaled occurred on such day or exceeded $11.50 per share if the last sale price is not reported, then the average of the closing bid prices for any 20 trading days within a 30-trading-the Common Stock for such day period ending on the third Business Day prior to the notice of redemption to Warrant holders and such exchange or system shall be used; or (ii) at all times between if the Common Stock is not then traded on any such exchange or system, then the average of the daily bid prices for the Company'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 National Quotation System. The Warrants will be exercisable until the close of the business day preceding 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 availablefixed for redemption, if any. Notwithstanding the foregoing, no Founder’s the 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 maintained a current registration statement as described in Section 4 hereof. On the redemption date, the Warrant Holders of record of redeemed Warrants shall be redeemable entitled to payment of the Redemption price upon surrender of such redeemed Warrants to the Company at the option principal office of the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphWarrant Agent.

Redemption of Warrants. The Company may call the Warrants 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 such Warrants have become exercisable pursuant to Section 6(a), if, and only if, (i) the Closing Price of the Common Stock has equaled or exceeded $11.50 the Subject Amount per share for any 20 trading days within a 30-trading-trading day period ending on the third Business Day prior to the date the notice of redemption is sent to Warrant holders and (ii) at all times between from and including the date of on which such notice of redemption is sent through and including the applicable redemption date date, a registration statement under the Act is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available. The Company shall make copies of such prospectus available to holders of the Warrants from time to time in such quantities as they may request. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all (and not less than all) holders of Warrants subject to redemption who exercise such Warrants after the Company’s call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d). The initial notice of such redemption shall specify if the Warrants are subject to cashless redemption. Notwithstanding the foregoing, no Founder’s Private Warrants shall be redeemable at the option of the Company so long as they are held by GSC Secondary Interest Fund, LLC the Founding Holders or a their Permitted TransfereeTransferees; provided that the fact that one or more Founder’s Private Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee of the reason described above shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Private Warrants that are not held by GSC Secondary Interest Fund, LLC the Founding Holders or a their Permitted Transferee pursuant to the preceding paragraphTransferees.

Redemption of Warrants. The Warrants are redeemable by the Company may call commencing on the Warrants for redemptionfirst anniversary the date of the Prospectus, in whole and not or in part, on not less than thirty (30) days' prior written notice at a redemption price of $.01 .10 per Warrant, upon provided the average closing bid quotation of the Common Stock as reported on the Nasdaq Stock Market, if traded thereon, or if not less traded thereon, the average closing sale price if listed on a national securities exchange (or other reporting system that provides last sale prices), has been in excess of 150% of the Exercise Price for a period of 20 trading days in any 30 trading day period ending not more than 30 days’ 15 days prior written 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 to each Warrant holderhas been mailed shall, at any time after such Warrants have become exercisable pursuant to Section 6(a)in the absence of fraud, if, and only if, (i) be prima facie evidence of the Closing Price has equaled or exceeded $11.50 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 facts stated therein. Holders of the Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding will have exercise rights until the foregoing, no Founder’s Warrants shall be redeemable at close of business on the option of day immediately preceding the Company so long as they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s Warrants that are not held by GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant to the preceding paragraphdate fixed for redemption.

Redemption of Warrants. The Company Once the redeemable Warrants become exercisable, enGene may call redeem the outstanding Warrants for redemption, (except as described herein): • in whole and not in part, ; • at a price of $.01 0.01 per Warrant, ; • upon not less than a minimum of 30 days’ prior written notice of redemption to each Warrant warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a), ; and • if, and only if, (i) the Closing Price has equaled closing price of the Common Shares equals or exceeded exceeds $11.50 18.00 per share (as adjusted as described below) for any 20 trading days within a 30-trading-trading day period ending on the third Business Day prior to three trading days before enGene send the notice of redemption to Warrant holders and (ii) at all times between the date of such notice of redemption and warrant holders. enGene will not redeem the redemption date Warrants as described above unless a registration statement is in effect under the Securities Act covering the Warrant issuance of the Common Shares issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Warrant Common Shares is availableavailable throughout the 30-day redemption period. Notwithstanding If and when the foregoingWarrants become redeemable by enGene, no Founder’s Warrants shall be redeemable 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 option time of the Company 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 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 long as they are held by GSC Secondary Interest Fundon a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” enGene will consider, LLC or a Permitted Transferee; provided that among other factors, its cash position, the fact that one or more Founder’s Warrants are non-redeemable because they are held by GSC Secondary Interest Fund, LLC or a Permitted Transferee shall not affect the Company’s right to redeem the Public Warrants and all Founder’s number of Warrants that are not held 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 GSC Secondary Interest Fund, LLC or a Permitted Transferee pursuant surrendering their Warrants for that number of Common Shares equal to the preceding paragraphquotient 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 notice of redemption is sent to the holders of the Warrants. If enGene takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Common Shares to be received upon exercise of the Warrants, including the “fair market value” in such case. 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 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 their Warrants on a cashless basis, as described in 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 nearest whole number of the number of Common Shares to be issued to the holder.