WARRANT AGREEMENT
	 

	 
		Agreement made as of ________, 2007 between
		Highlands Acquisition Corp., a Delaware corporation, with offices at One
		Paragon Drive, Suite 125, Montvale, New Jersey 07645 (“Company”), and
		Continental Stock Transfer & Trust Company, a New York corporation, with
		offices at 17 Battery Place, New York, New York 10004 (“Warrant
		Agent”).
	 

	 
		WHEREAS, the Company has engaged in a
		private offering of units (“Units”), each consisting of one share of
		common stock, par value $0.0001 per share, of the Company (“Common
		Stock”) and one warrant to purchase one share of Common Stock for $7.50,
		subject to adjustment as described herein, to its initial stockholders (each a
		“Founder” and collectively, the “Founders”) and has issued
		and delivered an aggregate of 2,500,000 warrants (the “Founders’
		Warrants”) to be included in the Units issued to the Founders; and
	 

	 
		WHEREAS, the Company may engage in an
		initial public offering (“Initial Public Offering”) of Units and, in
		connection therewith, may issue and deliver up to 11,500,000 underlying
		warrants to the public investors (“Public Warrants”), each of such
		Public Warrants evidencing the right of the holder thereof to purchase one
		share of Common Stock for $7.50, subject to adjustment as described herein;
		and
	 

	 
		WHEREAS, if the Company determines to engage
		in an Initial Public Offering, the Company will file with the Securities and
		Exchange Commission a Registration Statement on Form S-1 (“Registration
		Statement”) for the registration under the Securities Act of 1933, as
		amended (“Act”) of, among other securities, the Units, the Common
		Stock and the Public Warrants; and
	 

	 
		WHEREAS, if the Company engages in and
		consummates an Initial Public Offering, the Company will simultaneously
		therewith engage in a private offering of Warrants to Kanders & Company,
		Robert W. Pangia, Ivy Healthcare Capital II, L.P., Dennis W. O'Dowd, Virgilio
		Rene Veloso and Fieldpoint Capital LLC (each a “Sponsor” and
		collectively, the “Sponsors”) and, in connection therewith, has
		entered into agreements to sell an aggregate of 3,250,000 additional warrants
		for $1.00 per warrant, each evidencing the right of the holder thereof to
		purchase one share of the Company’s Common Stock for $7.50, subject to
		adjustment as described herein (the “Sponsors’ Warrants”);
		and
	 

	 
		WHEREAS, if the Company engages in and
		consummates an Initial Public Offering and subsequently consummates a merger,
		capital stock exchange, asset acquisition, stock purchase, reorganization or
		other similar business combination (“Business Combination”), the
		Company will
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		immediately prior to such Business
		Combination engage in a private offering of Units to Kanders & Company,
		Robert W. Pangia, Ivy Healthcare Capital II, L.P., Dennis W. O'Dowd, Virgilio
		Rene Veloso and Fieldpoint Capital LLC (each a “Co-Investment
		Purchaser” and collectively, the “Co-Investment Purchasers”)
		and, in connection therewith, has entered into agreements to sell an aggregate
		of 1,000,000 co-investment units, consisting of one share of Common Stock and
		one Warrant evidencing the right of the holder thereof to purchase one share of
		the Company’s Common Stock for $7.50, subject to adjustment as described
		herein, for $10.00 per unit (the “Co-Investment Warrants” and
		together with the Founders’ Warrants and the Sponsors’ Warrants, the
		“Private Warrants”); and
	 

	 
		WHEREAS, if the Company engages in and
		consummates an Initial Public Offering, the Sponsors would pay for, and the
		Company would issue and deliver, the Sponsors’ Warrants simultaneously
		with the consummation of the Initial Public Offering; and
	 

	 
		WHEREAS, if the Company engages in and
		consummates an Initial Public Offering and subsequently consummates a Business
		Combination, the Co-Investment Purchasers would pay for, and the Company would
		issue and deliver, the Co-Investment Warrants immediately prior to the
		consummation of the Business Combination; and
	 

	 
		WHEREAS, the Public Warrants and the Private
		Warrants are sometimes collectively referred to herein as the
		“Warrants”; and
	 

	 
		WHEREAS, the Company desires the Warrant
		Agent to act on behalf of the Company, and the Warrant Agent is willing to so
		act, in connection with the issuance, registration, transfer, exchange,
		redemption and exercise of the Warrants; and
	 

	 
		WHEREAS, the Company desires to provide for
		the form and provisions of the Warrants, the terms upon which they shall be
		issued and exercised, and the respective rights, limitation of rights, and
		immunities of the Company, the Warrant Agent, and the holders of the Warrants;
		and
	 

	 
		WHEREAS, all acts and things have been done
		and performed which are necessary to make the Warrants, when executed on behalf
		of the Company and countersigned by or on behalf of the Warrant Agent, as
		provided herein, the valid, binding and legal obligations of the Company, and
		to authorize the execution and delivery of this Agreement.
	 

	 
		NOW, THEREFORE, in consideration of the
		mutual agreements herein contained, the parties hereto agree as follows:

	 

	 
		 
	 

	 
		 
	 

	 
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		1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act
		as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
		such appointment and agrees to perform the same in accordance with the terms
		and conditions set forth in this Agreement.
	 

	 
		2. Warrants.

	 

	 
		2.1. Form of Warrant.
		Each Warrant shall be issued in registered form only, shall be in substantially
		the form of Exhibit A hereto, the provisions of which are incorporated herein
		and shall be signed by, or bear the facsimile signature of, the Chairman of the
		Board or Chief Executive Officer and Treasurer, Secretary or Assistant
		Secretary of the Company and shall bear a facsimile of the Company’s seal.
		In the event the person whose facsimile signature has been placed upon any
		Warrant shall have ceased to serve in the capacity in which such person signed
		the Warrant before such Warrant is issued, it may be issued with the same
		effect as if he or she had not ceased to be such at the date of
		issuance.
	 

	 
		2.2. Effect of Countersignature. Unless and until countersigned by the Warrant Agent
		pursuant to this Agreement, a Warrant shall be invalid and of no effect and may
		not be exercised by the holder thereof.
	 

	 
		2.3. Registration.
		
	 

	 
		2.3.1. Warrant Register. The Warrant Agent shall maintain books (“Warrant
		Register”), for the registration of original issuance and the registration
		of transfer of the Warrants. Upon the initial issuance of the Warrants, the
		Warrant Agent shall issue and register the Warrants in the names of the
		respective holders thereof in such denominations and otherwise in accordance
		with instructions delivered to the Warrant Agent by the Company.
	 

	 
		2.3.2. Registered Holder. Prior to due presentment for registration of transfer
		of any Warrant, the Company and the Warrant Agent may deem and treat the person
		in whose name such Warrant shall be registered upon the Warrant Register
		(“registered holder”), as the absolute owner of such Warrant and of
		each Warrant represented thereby (notwithstanding any notation of ownership or
		other writing on the Warrant Certificate made by anyone other than the Company
		or the Warrant Agent), for the purpose of any exercise thereof, and for all
		other purposes, and neither the Company nor the Warrant Agent shall be affected
		by any notice to the contrary.
	 

	 
		 
	 

	 
		 
	 

	 
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		2.4. Detachability of Warrants. The securities comprising the Units will not be
		separately transferable until 45 days after the date hereof unless Citigroup
		Global Markets Inc. informs the Company of its decision to allow earlier
		separate trading, but in no event will Citigroup Global Markets Inc. allow
		separate trading of the securities comprising the Units until the Company files
		a Current Report on Form 8-K which includes an audited balance sheet reflecting
		the receipt by the Company of the gross proceeds of the Public Offering
		including the proceeds received by the Company from the exercise of the
		Underwriter’s over-allotment option, if the over-allotment option is
		exercised prior to the filing of the Form 8-K. 
	 

	 
		2.5 Founders’ Warrants. The Founders’ Warrants will be issued in the same
		form as the Public Warrants but they (i) will not be transferable or salable
		(subject to limited exceptions) until one year after the Company completes a
		Business Combination as more fully described in the Escrow Agreement, dated
		_______, 2007, by and between the Company, the Founders and Continental Stock
		Transfer & Trust Company (the “Escrow Agreement”), (ii) will be
		non-redeemable by the Company so long as they are held by the Founders or their
		permitted transferees (as described in the Escrow Agreement) and (iii) will
		become exercisable after the Company completes a Business Combination if and
		when the last sales price of the Common Stock exceeds $14.25 per share (subject
		to adjustments provided in Section 4 hereof and in the last sentence of Section
		3.1) for any 20 trading days within a 30-trading day period beginning 90 days
		after the completion of the business combination.
	 

	 
		2.6 Sponsors’ Warrants. The Sponsors’ Warrants will be issued in the same
		form as the Public Warrants but they (i) will not be transferable or salable
		(subject to limited exceptions) until after the Company completes a Business
		Combination as more fully described in each of the Subscription Agreements,
		dated as of May 31, 2007, by and between each Sponsor and the Company, Graubard
		Miller and Citigroup Global Markets Inc. (the “Sponsor Subscription
		Agreements”) and (ii) will be non-redeemable by the Company so long as
		they are held by the Sponsors or their permitted transferees (as described in
		the Sponsor Subscription Agreements).
	 

	 
		2.7 Co-Investment Warrants. The Co-Investment Warrants will be issued in the same
		form as the Public Warrants but they will not be transferable or salable
		(subject to limited exceptions) until one year after the Company completes a
		Business Combination as more fully described in each of the Subscription
		Agreements, dated as of May 31, 2007, by and between each Co-Investment
		Purchaser and the Company, Graubard Miller and Citigroup Global Markets
		Inc.
	 

	 
		 
	 

	 
		 
	 

	 
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		3. Terms and Exercise of Warrants
	 

	 
		3.1. Warrant Price.
		Each Warrant shall, when countersigned by the Warrant Agent, entitle the
		registered holder thereof, subject to the provisions of such Warrant and of
		this Warrant Agreement, to purchase from the Company the number of shares of
		Common Stock stated therein, at the price of $7.50 per whole share, subject to
		the adjustments provided in Section 4 hereof and in the last sentence of this
		Section 3.1. The term “Warrant Price” as used in this Warrant
		Agreement refers to the price per share at which Common Stock may be purchased
		at the time a Warrant is exercised. The Company in its sole discretion may
		lower the Warrant Price at any time prior to the Expiration Date for a period
		of not less than 10 business days; provided, however, that any such reduction
		shall be identical in percentage terms among all of the Warrants. 
	 

	 
		3.2. Duration of Warrants. Except with respect to the Founders’ Warrants as
		described above in Section 2.5, each Warrant may be exercised only during the
		period (“Exercise Period”) commencing on the later of (i) the
		consummation by the Company of a Business Combination and (ii) _________, 2008,
		and terminating at 5:00 p.m., New York City time on the earlier to occur of
		(i) ________, 2012 or (ii) the date fixed for redemption of the
		Warrants as provided in Section 6 of this Agreement (“Expiration
		Date”). Except with respect to the right to receive the Redemption Price
		(as set forth in Section 6 hereunder), each Warrant not exercised on or before
		the Expiration Date shall become void, and all rights thereunder and all rights
		in respect thereof under this Agreement shall cease at the close of business on
		the Expiration Date. The Company in its sole discretion may extend the duration
		of the Warrants by delaying the Expiration Date; provided, however, that the
		Company will provide notice to registered holders of the Warrants of such
		extension of not less than 20 days. 
	 

	 
		3.3. Exercise of Warrants.
	 

	 
		3.3.1. Payment. Subject
		to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
		countersigned by the Warrant Agent, may be exercised by the registered holder
		thereof by surrendering it, at the office of the Warrant Agent, or at the
		office of its successor as Warrant Agent, in the Borough of Manhattan, City and
		State of New York, with the subscription form, as set forth in the Warrant,
		duly executed, and by paying in full in lawful money of the United States, in
		cash, good certified check or good bank draft payable to the order of the
		Company (or as otherwise agreed to by the Company), the Warrant Price for each
		full share of Common Stock as to which the 
	 

	 
		 
	 

	 
		 
	 

	 
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		Warrant is exercised and any and all
		applicable taxes due in connection with the exercise of the Warrant, the
		exchange of the Warrant for Common Stock and the issuance of the Common Stock;
		provided, however, that the Warrant shall not be exercisable and the Company
		shall not be obligated to issue Common Stock unless, at the time a holders
		seeks to exercise the Warrant, a prospectus relating to the Common Stock
		issuable upon exercise of the Warrant is current and the Common Stock has been
		registered or qualified or deemed to be exempt under the securities laws of the
		state of residence of the holder of the Warrant.
	 

	 
		3.3.2. Issuance of Certificates. As soon as practicable after the exercise of any
		Warrant and the clearance of the funds in payment of the Warrant Price, the
		Company shall issue to the registered holder of such Warrant a certificate or
		certificates for the number of full shares of Common Stock to which he is
		entitled, registered in such name or names as may be directed by him, her or
		it, and if such Warrant shall not have been exercised in full, a new
		countersigned Warrant for the number of shares as to which such Warrant shall
		not have been exercised. Subject to Section 7.4 and notwithstanding the
		foregoing, the Company shall not be obligated to deliver any securities
		pursuant to the exercise of a Warrant and shall have no obligation to settle
		such Warrant exercise unless a registration statement under the Act with
		respect to the Common Stock is effective and such securities are qualified for
		sale or exempt from qualification under applicable securities laws of the
		states or other jurisdictions in which the registered holders reside. In the
		event that a registration statement with respect to the Common Stock underlying
		a Warrant is not effective under the Act, the holder of such Warrant shall not
		be entitled to exercise such Warrant and such Warrant may have no value and
		expire worthless. In no event will the Company be required to net cash settle
		the warrant exercise. Warrants may not be exercised by, or securities issued
		to, any registered holder in any state in which such exercise would be
		unlawful. In the event that a registration statement is not effective for the
		exercised Warrants, the purchaser of a unit containing such Warrant, will have
		paid the full purchase price for the unit solely for the shares included in
		such unit.
	 

	 
		3.3.3. Valid Issuance.
		All shares of Common Stock issued upon the proper exercise of a Warrant in
		conformity with this Agreement shall be validly issued, fully paid and
		nonassessable.
	 

	 
		3.3.4. Date of Issuance. Each person in whose name any such certificate for
		shares of Common Stock is issued shall for all purposes be deemed to have
		become the holder of record of such shares on the date on which the Warrant was
		surrendered and payment of the Warrant Price was made, irrespective of the date
		of delivery of such certificate, except that, if the date of such surrender and
		payment is a date when the stock transfer books of the Company are closed, such
		person shall be deemed to have become the holder of such shares at the close of
		business on the next succeeding date on which the stock transfer books are
		open.
	 

	 
		 
	 

	 
		 
	 

	 
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		3.3.5. Intentionally Omitted. 
	 

	 
		4. Adjustments.
	 

	 
		4.1. Stock Dividends - Split-Ups. If after the date hereof, and subject to the
		provisions of Section 4.6 below, the number of outstanding shares of Common
		Stock is increased by a stock dividend payable in shares of Common Stock, or by
		a split-up of shares of Common Stock, or other similar event, then, on the
		effective date of such stock dividend, split-up or similar event, the number of
		shares of Common Stock issuable on exercise of each Warrant shall be increased
		in proportion to such increase in outstanding shares of Common Stock.
	 

	 
		4.1.2. Extraordinary Dividend. If the Company, at any time during the Exercise
		Period, shall pay a dividend or make a distribution in cash, securities or
		other assets to the holders of Common Stock (or other shares of the
		Company’s capital stock into which the Warrants are convertible), other
		than (w) as described in Sections 4.1.1, 4.2 or 4.4, (x) regular quarterly or
		other periodic dividends, (y) in connection with the conversion rights of the
		holders of Common Stock upon consummation of the Company’s initial
		Business Combination (as such term is used in the Registration Statement) or
		(z) in connection with the Company’s liquidation and the distribution of
		its assets upon its failure to consummate a Business Combination (any such
		non-excluded event being referred to herein as an “Extraordinary
		Dividend”), then the Warrant Price shall be decreased, effective
		immediately after the effective date of such Extraordinary Dividend, by the
		amount of cash and/or the fair market value (as determined by the
		Company’s Board of Directors, in good faith) of any securities or other
		assets paid on each share of Common Stock in respect of such Extraordinary
		Dividend.
	 

	 
		4.2. Aggregation of Shares. If after the date hereof, and subject to the
		provisions of Section 4.6, the number of outstanding shares of Common
		Stock is decreased by a consolidation, combination, reverse stock split or
		reclassification of shares of Common Stock or other similar event, then, on the
		effective date of such consolidation, combination, reverse stock split,
		reclassification or similar event, the number of shares of Common Stock
		issuable on exercise of each Warrant shall be decreased in proportion to such
		decrease in outstanding shares of Common Stock.
	 

	 
		4.3. Adjustments in Exercise Price. Whenever the number of shares of Common Stock
		purchasable upon the exercise of the Warrants is adjusted, as provided in
		Section 4.1 and 4.2 above, the 
	 

	 
		 
	 

	 
		 
	 

	 
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		Warrant Price shall be adjusted (to the
		nearest cent) by multiplying such Warrant Price immediately prior to such
		adjustment by a fraction (x) the numerator of which shall be the number of
		shares of Common Stock purchasable upon the exercise of the Warrants
		immediately prior to such adjustment, and (y) the denominator of which shall be
		the number of shares of Common Stock so purchasable immediately
		thereafter.
	 

	 
		4.4. Replacement of Securities upon
		Reorganization, etc. In case of any reclassification or reorganization of
		the outstanding shares of Common Stock (other than a change covered by
		Section 4.1 or 4.2 hereof or that solely affects the par value of such
		shares of Common Stock), or in the case of any merger or consolidation of the
		Company with or into another corporation (other than a consolidation or merger
		in which the Company is the continuing corporation and that does not result in
		any reclassification or reorganization of the outstanding shares of Common
		Stock), or in the case of any sale or conveyance to another corporation or
		entity of the assets or other property of the Company as an entirety or
		substantially as an entirety in connection with which the Company is dissolved,
		the Warrant holders shall thereafter have the right to purchase and receive,
		upon the basis and upon the terms and conditions specified in the Warrants and
		in lieu of the shares of Common Stock of the Company immediately theretofore
		purchasable and receivable upon the exercise of the rights represented thereby,
		the kind and amount of shares of stock or other securities or property
		(including cash) receivable upon such reclassification, reorganization, merger
		or consolidation, or upon a dissolution following any such sale or transfer,
		that the Warrant holder would have received if such Warrant holder had
		exercised his, her or its Warrant(s) immediately prior to such event; and if
		any reclassification also results in a change in shares of Common Stock covered
		by Section 4.1 or 4.2, then such adjustment shall be made pursuant to
		Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this
		Section 4.4 shall similarly apply to successive reclassifications,
		reorganizations, mergers or consolidations, sales or other transfers.
	 

	 
		4.5. Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the
		number of shares issuable upon exercise of a Warrant, the Company shall give
		written notice thereof to the Warrant Agent, which notice shall state the
		Warrant Price resulting from such adjustment and the increase or decrease, if
		any, in the number of shares purchasable at such price upon the exercise of a
		Warrant, setting forth in reasonable detail the method of calculation and the
		facts upon which such calculation is based. Upon the occurrence of any event
		specified in Sections 4.1, 4.2, 4.3 or 4.4, then, in any such event, the
		Company shall give written notice to each Warrant holder, at the last address
		set forth for such holder in the warrant register, of the record date or the
		effective date of the event. Failure to give such notice, or any defect
		therein, shall not affect the legality or validity of such event.
	 

	 
		 
	 

	 
		 
	 

	 
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		4.6. No Fractional Shares. Notwithstanding any provision contained in this
		Warrant Agreement to the contrary, the Company shall not issue fractional
		shares upon exercise of Warrants. If, by reason of any adjustment made pursuant
		to this Section 4, the holder of any Warrant would be entitled, upon the
		exercise of such Warrant, to receive a fractional interest in a share, the
		Company shall, upon such exercise, round up or down to the nearest whole number
		the number of the shares of Common Stock to be issued to the Warrant
		holder.
	 

	 
		4.7. Form of Warrant.
		The form of Warrant need not be changed because of any adjustment pursuant to
		this Section 4, and Warrants issued after such adjustment may state the same
		Warrant Price and the same number of shares as is stated in the Warrants
		initially issued pursuant to this Agreement. However, the Company may at any
		time in its sole discretion make any change in the form of Warrant that the
		Company may deem appropriate and that does not affect the substance thereof,
		and any Warrant thereafter issued or countersigned, whether in exchange or
		substitution for an outstanding Warrant or otherwise, may be in the form as so
		changed.
	 

	 
		4.8 Notice of Certain Transactions. In the event that the Company shall propose to
		(a) offer the holders of its Common Stock rights to subscribe for or to
		purchase any securities convertible into shares of Common Stock or shares of
		stock of any class or any other securities, rights or options, (b) issue
		any rights, options or warrants entitling the holders of Common Stock to
		subscribe for shares of Common Stock or (c) make a tender offer,
		redemption offer or exchange offer with respect to the Common Stock, the
		Company shall send to the Warrant holders a notice of such proposed action or
		offer. Such notice shall be mailed to the registered holders at their addresses
		as they appear in the Warrant Register, which shall specify the record date for
		the purposes of such dividend, distribution or rights, or the date such
		issuance or event is to take place and the date of participation therein by the
		holders of Common Stock, if any such date is to be fixed, and shall briefly
		indicate the effect of such action on the Common Stock and on the number and
		kind of any other shares of stock and on other property, if any, and the number
		of shares of Common Stock and other property, if any, issuable upon exercise of
		each Warrant and the Warrant Price after giving effect to any adjustment
		pursuant to this Article 4 which would be required as a result of such
		action. Such notice shall be given as promptly as practicable after the Board
		has determined to take any such action and (x) in the case of any action
		covered by clause (a) or (b) above at least 10 days prior to the
		record date for determining the holders of the Common Stock for purposes of
		such action or (y) in the case of any other such action at least
		20 days prior to the date of the taking of such proposed action or the
		date of participation therein by the holders of Common Stock, whichever shall
		be the earlier. 
	 

	 
		 
	 

	 
		 
	 

	 
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		4.9 Other Events. If
		any event occurs as to which the foregoing provisions of this Article 4
		are not strictly applicable or, if strictly applicable, would not, in the good
		faith judgment of the Board, fairly and adequately protect the purchase rights
		of the registered holders of the Warrants in accordance with the essential
		intent and principles of such provisions, then the Board shall make such
		adjustments in the application of such provisions, in accordance with such
		essential intent and principles, as shall be reasonably necessary, in the good
		faith opinion of the Board, to protect such purchase rights as aforesaid.
		
	 

	 
		5. Transfer and Exchange of
		Warrants.
	 

	 
		5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from
		time to time, of any outstanding Warrant upon the Warrant Register, upon
		surrender of such Warrant for transfer, properly endorsed with signatures
		properly guaranteed and accompanied by appropriate instructions for transfer.
		Upon any such transfer, a new Warrant representing an equal aggregate number of
		Warrants shall be issued and the old Warrant shall be cancelled by the Warrant
		Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the
		Company from time to time upon request.
	 

	 
		5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent,
		together with a written request for exchange or transfer, and thereupon the
		Warrant Agent shall issue in exchange therefor one or more new Warrants as
		requested by the registered holder of the Warrants so surrendered, representing
		an equal aggregate number of Warrants; provided, however, that in the event
		that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
		Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
		until the Warrant Agent has received an opinion of counsel for the Company
		stating that such transfer may be made and indicating whether the new Warrants
		must also bear a restrictive legend.
	 

	 
		5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any
		registration of transfer or exchange which will result in the issuance of a
		warrant certificate for a fraction of a warrant.
	 

	 
		5.4. Service Charges.
		No service charge shall be made for any exchange or registration of transfer of
		Warrants.
	 

	 
		5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign
		and to deliver, in accordance with the terms of this Agreement, the Warrants
		required to be 
	 

	 
		 
	 

	 
		 
	 

	 
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		issued pursuant to the provisions of this
		Section 5, and the Company, whenever required by the Warrant Agent, will supply
		the Warrant Agent with Warrants duly executed on behalf of the Company for such
		purpose. 
	 

	 
		6. Redemption.
	 

	 
		6.1. Redemption.
		Subject to Section 6.4 hereof, not less than all of the outstanding Warrants
		may be redeemed, at the option of the Company, at any time while they are
		exercisable and there is an effective registration statement covering the
		shares of common stock issuable upon exercise of the Warrants current and
		available and prior to their expiration, at the office of the Warrant Agent,
		upon the notice referred to in Section 6.2, at the price of $.01 per Warrant
		(“Redemption Price”), provided that the last sales price of the
		Common Stock has been at least $14.25 per share (subject to adjustment in
		accordance with Section 4 hereof), on each of twenty (20) trading days within
		any thirty (30) trading day period ending on the third business day prior to
		the date on which notice of redemption is given. The Warrants will not be
		redeemed unless there is an effective registration statement covering the
		shares of common stock issuable upon exercise of the Warrants current and
		available throughout the “30-day redemption period” (defined
		below).
	 

	 
		6.2. Date Fixed for, and Notice of,
		Redemption. In the event the Company
		shall elect to redeem all of the Warrants, the Company shall fix a date for the
		redemption. Notice of redemption shall be mailed by first class mail, postage
		prepaid, by the Company not less than 30 days prior to the date fixed for
		redemption (the “30-day redemption period”) to the registered holders
		of the Warrants to be redeemed at their last addresses as they shall appear on
		the registration books. Any notice mailed in the manner herein provided shall
		be conclusively presumed to have been duly given whether or not the registered
		holder received such notice.
	 

	 
		6.3. Exercise After Notice of Redemption. The Warrants may be exercised for cash at any time
		after notice of redemption shall have been given by the Company pursuant to
		Section 6.2 hereof and prior to the time and date fixed for redemption. On and
		after the redemption date, the record holder of the Warrants shall have no
		further rights except to receive, upon surrender of the Warrants, the
		Redemption Price.
	 

	 
		6.4. Exclusion of Certain Warrants. The Founders’ Warrants and Sponsors’
		Warrants shall not be redeemable by the Company as long as such Warrants
		continue to be held by the Founders and Sponsors or their permitted
		transferees. However, once such individuals or their permitted transferees
		transfer such Founders’ Warrants or Sponsors’ Warrants, such warrants
		shall then be redeemable by the Company pursuant to Section 6 hereof.
	 

	 
		 
	 

	 
		 
	 

	 
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		7. Other Provisions Relating to Rights of Holders of
		Warrants.
	 

	 
		7.1. No Rights as Stockholder. A Warrant does not entitle the registered holder
		thereof to any of the rights of a stockholder of the Company, including,
		without limitation, the right to receive dividends, or other distributions,
		exercise any preemptive rights to vote or to consent or to receive notice as
		stockholders in respect of the meetings of stockholders or the election of
		directors of the Company or any other matter.
	 

	 
		7.2. Lost, Stolen, Mutilated, or Destroyed
		Warrants. If any Warrant is lost,
		stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
		terms as to indemnity or otherwise as they may in their discretion impose
		(which shall, in the case of a mutilated Warrant, include the surrender
		thereof), issue a new Warrant of like denomination, tenor, and date as the
		Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
		constitute a substitute contractual obligation of the Company, whether or not
		the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any
		time enforceable by anyone.
	 

	 
		7.3. Reservation of Common Stock. The Company shall at all times reserve and keep
		available a number of its authorized but unissued shares of Common Stock that
		will be sufficient to permit the exercise in full of all outstanding Warrants
		issued pursuant to this Agreement.
	 

	 
		7.4. Registration of Common Stock. The Company agrees that prior to the commencement of
		the Exercise Period, it shall use its best efforts to file with the Securities
		and Exchange Commission a post-effective amendment to the Registration
		Statement, or a new registration statement, for the registration, under the
		Act, of, and it shall use its best efforts to take such action as is necessary
		to qualify for sale, in those states in which the Warrants were initially
		offered by the Company, the Common Stock issuable upon exercise of the
		Warrants. In either case, the Company will use its best efforts to cause the
		same to become effective and to maintain the effectiveness of such registration
		statement until the expiration of the Warrants in accordance with the
		provisions of this Agreement. The Warrants shall not be exercisable and the
		Company shall not be obligated to issue Common Stock unless, at the time a
		holder seeks to exercise the Warrants, a prospectus relating to Common Stock
		issuable upon exercise of the Warrants is current and the Common Stock has been
		registered or qualified or deemed to be exempt under the securities laws of the
		state of residence of the holder of the Warrants. The provisions of this
		Section 7.4 may not be modified, amended or deleted without the prior
		written consent of Citigroup Global Markets Inc.
	 

	 
		 
	 

	 
		 
	 

	 
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		8. Concerning the Warrant Agent and Other
		Matters.
	 

	 
		8.1. Payment of Taxes. The Company will from time to time promptly pay all
		taxes and charges that may be imposed upon the Company or the Warrant Agent in
		respect of the issuance or delivery of shares of Common Stock upon the exercise
		of Warrants, but the Company shall not be obligated to pay any transfer taxes
		in respect of the Warrants or such shares.
	 

	 
		8.2. Resignation, Consolidation, or Merger of Warrant
		Agent.
	 

	 
		8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter
		appointed, may resign its duties and be discharged from all further duties and
		liabilities hereunder after giving sixty (60) days’ notice in writing to
		the Company. If the office of the Warrant Agent becomes vacant by resignation
		or incapacity to act or otherwise, the Company shall appoint in writing a
		successor Warrant Agent in place of the Warrant Agent. If the Company shall
		fail to make such appointment within a period of 30 days after it has been
		notified in writing of such resignation or incapacity by the Warrant Agent or
		by the holder of the Warrant (who shall, with such notice, submit his Warrant
		for inspection by the Company), then the holder of any Warrant may apply to the
		Supreme Court of the State of New York for the County of New York for the
		appointment of a successor Warrant Agent at the Company’s cost. Any
		successor Warrant Agent, whether appointed by the Company or by such court,
		shall be a corporation organized and existing under the laws of the State of
		New York, in good standing and having its principal office in the Borough of
		Manhattan, City and State of New York, and authorized under such laws to
		exercise corporate trust powers and subject to supervision or examination by
		federal or state authority. After appointment, any successor Warrant Agent
		shall be vested with all the authority, powers, rights, immunities, duties, and
		obligations of its predecessor Warrant Agent with like effect as if originally
		named as Warrant Agent hereunder, without any further act or deed; but if for
		any reason it becomes necessary or appropriate, the predecessor Warrant Agent
		shall execute and deliver, at the expense of the Company, an instrument
		transferring to such successor Warrant Agent all the authority, powers, and
		rights of such predecessor Warrant Agent hereunder; and upon request of any
		successor Warrant Agent the Company shall make, execute, acknowledge, and
		deliver any and all instruments in writing for more fully and effectually
		vesting in and confirming to such successor Warrant Agent all such authority,
		powers, rights, immunities, duties, and obligations.
	 

	 
		8.2.2. Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be
		appointed, the Company shall give notice thereof to the predecessor Warrant
		Agent and the transfer agent for the Common Stock not later than the effective
		date of any such appointment.
	 

	 
		 
	 

	 
		 
	 

	 
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		8.2.3. Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be
		merged or with which it may be consolidated or any corporation resulting from
		any merger or consolidation to which the Warrant Agent shall be a party shall
		be the successor Warrant Agent under this Agreement without any further
		act.
	 

	 
		8.3. Fees
		and Expenses of Warrant Agent.
	 

	 
		8.3.1. Remuneration.
		The Company agrees to pay the Warrant Agent reasonable remuneration for its
		services as such Warrant Agent hereunder and will reimburse the Warrant Agent
		upon demand for all expenditures that the Warrant Agent may reasonably incur in
		the execution of its duties hereunder.
	 

	 
		8.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge,
		and deliver or cause to be performed, executed, acknowledged, and delivered all
		such further and other acts, instruments, and assurances as may reasonably be
		required by the Warrant Agent for the carrying out or performing of the
		provisions of this Agreement.
	 

	 
		8.4. Liability of Warrant Agent.
	 

	 
		8.4.1. Reliance on Company Statement. Whenever in the performance of its duties under this
		Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that
		any fact or matter be proved or established by the Company prior to taking or
		suffering any action hereunder, such fact or matter (unless other evidence in
		respect thereof be herein specifically prescribed) may be deemed to be
		conclusively proved and established by a statement signed by the Chief
		Executive Officer or Chairman of the Board of the Company and delivered to the
		Warrant Agent. The Warrant Agent may rely upon such statement for any action
		taken or suffered in good faith by it pursuant to the provisions of this
		Agreement.
	 

	 
		8.4.2. Indemnity. The
		Warrant Agent shall be liable hereunder only for its own negligence, willful
		misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
		save it harmless against any and all liabilities, including judgments, costs
		and reasonable counsel fees, for anything done or omitted by the Warrant Agent
		in the execution of this Agreement except as a result of the Warrant
		Agent’s negligence, willful misconduct, or bad faith.
	 

	 
		 
	 

	 
		 
	 

	 
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		8.4.3. Exclusions. The
		Warrant Agent shall have no responsibility with respect to the validity of this
		Agreement or with respect to the validity or execution of any Warrant (except
		its countersignature thereof); nor shall it be responsible for any breach by
		the Company of any covenant or condition contained in this Agreement or in any
		Warrant; nor shall it be responsible to make any adjustments required under the
		provisions of Section 4 hereof or responsible for the manner, method, or amount
		of any such adjustment or the ascertaining of the existence of facts that would
		require any such adjustment; nor shall it by any act hereunder be deemed to
		make any representation or warranty as to the authorization or reservation of
		any shares of Common Stock to be issued pursuant to this Agreement or any
		Warrant or as to whether any shares of Common Stock will when issued be valid
		and fully paid and nonassessable. 
	 

	 
		8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency
		established by this Agreement and agrees to perform the same upon the terms and
		conditions herein set forth and among other things, shall account promptly to
		the Company with respect to Warrants exercised and concurrently account for,
		and pay to the Company, all moneys received by the Warrant Agent for the
		purchase of shares of Common Stock through the exercise of Warrants.
	 

	 
		9. Miscellaneous Provisions.
	 

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

	 
		9.2. Notices. Any
		notice, statement or demand authorized by this Warrant Agreement to be given or
		made by the Warrant Agent or by the holder of any Warrant to or on the Company
		shall be sufficiently given when so delivered if by hand or overnight delivery
		or if sent by certified mail or private courier service within five days after
		deposit of such notice, postage prepaid, addressed (until another address is
		filed in writing by the Company with the Warrant Agent), as follows:
	 

	 
		Highlands Acquisition Corp.
	 

	 
		One Paragon Drive, Suite 125
	 

	 
		Montvale, New Jersey 07645
	 

	 
		Attn: Chief Executive Officer
	 

	 
		Any notice, statement or demand authorized
		by this Agreement to be given or made by the holder of any Warrant or by the
		Company to or on the Warrant Agent shall be sufficiently given when so
		delivered if by hand or overnight delivery or if sent by certified mail or
		private courier service within five days after deposit of such notice, postage
		prepaid, addressed (until another address is filed in writing by the Warrant
		Agent with the Company), as follows:
	 

	 
		 
	 

	 
		 
	 

	 
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		Continental Stock Transfer & Trust
		Company 
	 

	 
		17 Battery Place
	 

	 
		New York, New York 10004
	 

	 
		Attn: Compliance Department
	 

	 
		with a copy in each case to:
	 

	 
		Graubard Miller
	 

	 
		The Chrysler Building
	 

	 
		405 Lexington Avenue
	 

	 
		New York, New York 10174
	 

	 
		Attn: David Alan Miller, Esq.
	 

	 
		Facsimile: (212) 818-8881
	 

	 
		and
	 

	 
		Bingham McCutchen LLP
	 

	 
		399 Park Avenue
	 

	 
		New York, New York 10022
	 

	 
		Attn: Ann F. Chamberlain, Esq.
	 

	 
		Facsimile: (212) 752-5378
	 

	 
		and
	 

	 
		Citigroup Global Markets Inc.
	 

	 
		388 Greenwich Street
	 

	 
		New York, New York 10013
	 

	 
		Attn: David Spivak
	 

	 
		Facsimile: (212) 723-8871
	 

	 
		9.3. Applicable law.
		The validity, interpretation, and performance of this Agreement and of the
		Warrants shall be governed in all respects by the laws of the State of New
		York, without giving effect to conflicts of law principles that would result in
		the application of the substantive laws of another jurisdiction. The Company
		hereby agrees that any action, proceeding or claim against it arising out of or
		relating in any way to this Agreement shall be brought and enforced in the
		courts of the State of New York or the United States District Court for the
		Southern District of New York, and irrevocably submits to such jurisdiction,
		which jurisdiction shall be exclusive. The Company hereby waives any objection
		to such exclusive jurisdiction and that such courts represent an inconvenience
		forum. Any such process or summons to be served upon the Company may be served
		by transmitting a copy thereof by registered or certified mail, return receipt
		requested, postage prepaid, addressed to it at the address set forth in Section
		9.2 hereof. Such mailing shall be deemed personal service and shall be legal
		and binding upon the Company in any action, proceeding or claim.
	 

	 
		 
	 

	 
		 
	 

	 
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		9.4. Persons Having Rights under this
		Agreement. Nothing in this Agreement
		expressed and nothing that may be implied from any of the provisions hereof is
		intended, or shall be construed, to confer upon, or give to, any person or
		corporation other than the parties hereto and the registered holders of the
		Warrants and, for the purposes of Sections 2.5, 2.6, 6.1, 6.4, 7.4, 9.2
		and 9.8 hereof, Citigroup Global Markets Inc., any right, remedy, or claim
		under or by reason of this Warrant Agreement or of any covenant, condition,
		stipulation, promise, or agreement hereof. Citigroup Global Markets Inc. shall
		be deemed to be a third-party beneficiary of this Agreement with respect to
		Sections 2.5, 2.6, 6.1, 6.4, 7.4, 9.2 and 9.8 hereof. All covenants,
		conditions, stipulations, promises, and agreements contained in this Warrant
		Agreement shall be for the sole and exclusive benefit of the parties hereto
		(and Citigroup Global Markets Inc. with respect to the Sections 2.5, 2.6, 6.1,
		6.4, 7.4, 9.2 and 9.8 hereof) and their successors and assigns and of the
		registered holders of the Warrants.
	 

	 
		9.5. Examination of the Warrant Agreement. A copy of this Agreement shall be available at all
		reasonable times at the office of the Warrant Agent in the Borough of
		Manhattan, City and State of New York, for inspection by the registered holder
		of any Warrant. The Warrant Agent may require any such holder to submit his
		Warrant for inspection by it.
	 

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

	 
		9.7. Effect of Headings. The Section headings herein are for convenience only
		and are not part of this Warrant Agreement and shall not affect the
		interpretation thereof.
	 

	 
		9.8. Amendments. This
		Agreement may be amended by the parties hereto without the consent of any
		registered holder for the purpose of curing any ambiguity, or of curing,
		correcting or supplementing any defective provision contained herein or adding
		or changing any other provisions with respect to matters or questions arising
		under this Agreement as the parties may deem necessary or desirable and that
		the parties deem shall not adversely affect the interest of the registered
		holders. All other modifications or amendments, including any amendment to
		increase the Warrant Price or shorten the Exercise Period, shall require the
		written consent of Citigroup Global Markets Inc. and the registered holders of
		a majority of the then outstanding Warrants. Notwithstanding the foregoing, the
		Company may lower the Warrant Price or extend the duration of the Exercise
		Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of
		the registered holders.
	 

	 
		 
	 

	 
		 
	 

	 
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		9.9 Severability.
		This Agreement shall be deemed severable, and the invalidity or
		unenforceability of any term or provision hereof shall not affect the validity
		or enforceability of this Agreement or of any other term or provision hereof.
		Furthermore, in lieu of any such invalid or unenforceable term or provision,
		the parties hereto intend that there shall be added as a part of this Agreement
		a provision as similar in terms to such invalid or unenforceable provision as
		may be possible and be valid and enforceable.
	 

	 
		 
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, this Agreement has been
		duly executed by the parties hereto as of the day and year first above
		written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  HIGHLANDS ACQUISITION CORP.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
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				  CONTINENTAL STOCK
				  TRANSFER
    & TRUST
				  COMPANY
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
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				  Name:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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