exv4w3



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Exhibit 4.3




WARRANT AGREEMENT




HCM ACQUISITION COMPANY




and




AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent





 







WARRANT AGREEMENT








Dated as of ____________ ___, 2008









 









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WARRANT AGREEMENT

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	 	 	 	 	Page
	SECTION 1.

	 	Appointment of Warrant Agent
	 	 	1	 
	SECTION 2.

	 	Warrant Certificates
	 	 	1	 
	SECTION 3.

	 	Execution of Warrant Certificates
	 	 	1	 
	SECTION 4.

	 	Registration and Countersignature
	 	 	2	 
	SECTION 5.

	 	Registration of Transfers and Exchanges; Transfer Restrictions
	 	 	2	 
	SECTION 6.

	 	Terms of Warrants.
	 	 	4	 
	SECTION 7.

	 	Payment of Taxes
	 	 	9	 
	SECTION 8.

	 	Mutilated or Missing Warrant Certificates
	 	 	9	 
	SECTION 9.

	 	Reservation of Warrant Shares
	 	 	9	 
	SECTION 10.

	 	Obtaining Stock Exchange Listings; State Registration
	 	 	10	 
	SECTION 11.

	 	Adjustment of Number of Warrant Shares.
	 	 	10	 
	SECTION 12.

	 	Fractional Interests
	 	 	20	 
	SECTION 13.

	 	Notices to Warrant Holders
	 	 	21	 
	SECTION 14.

	 	Merger, Consolidation or Change of Name of Warrant Agent
	 	 	22	 
	SECTION 15.

	 	Warrant Agent
	 	 	22	 
	SECTION 16.

	 	Change of Warrant Agent
	 	 	25	 
	SECTION 17.

	 	Notices to Company and Warrant Agent
	 	 	26	 
	SECTION 18.

	 	Supplements and Amendments
	 	 	26	 
	SECTION 19.

	 	Successors
	 	 	27	 
	SECTION 20.

	 	Termination
	 	 	27	 
	SECTION 21.

	 	Governing Law
	 	 	27	 
	SECTION 22.

	 	Benefits of This Agreement
	 	 	27	 






 









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	 	 	 	 	Page
	SECTION 23.

	 	Counterparts
	 	 	27	 
	SECTION 24.

	 	Force Majeure
	 	 	27	 
	Exhibit A

	 	Form of Warrant Certificate	 	 	 	 
	Exhibit B

	 	Legend for Private Warrants	 	 	 	 


















 









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     WARRANT AGREEMENT dated as of ___, 2008, between HCM Acquisition Company, a
Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New
York corporation, as Warrant Agent (the “Warrant Agent”).







     WHEREAS, the Company intends to file a registration statement (the “Registration Statement”)
with the Securities Exchange Commission for the initial public offering of units (the “Initial
Public Offering”), each unit (“Unit”) consisting of one share of the Company’s common
stock, par value $0.001 per share (“Common Stock”), and one warrant to purchase one share
of Common Stock at an exercise price of $7.50 per share;



     WHEREAS, the Company has agreed to issue (i) in a private placement to occur concurrently with
the execution of that certain Founder’s Securities Purchase Agreement, dated October 4, 2007, by
and between the Company and HCM Acquisition Holdings, LLC, a Delaware limited liability company
(the “Founding Stockholder”), 7,187,500 Units (the “Founder’s Units”), each unit
consisting of one share of Common Stock (the “Founder’s Shares”), and one warrant to
purchase one share of Common Stock at an exercise price of $7.50 per share (the “Founder’s
Warrants”) to the Founding Stockholder, (ii) in a private placement to occur concurrently with
the closing of the Initial Public Offering, 5,000,000 warrants, each to purchase one share of
Common Stock at an exercise price of $7.50 per share (the “Private Placement Warrants” and
together with the Founder’s Warrants, the “Private Warrants”) to the Founding Stockholder,
and (iii) up to 28,750,000 warrants to purchase shares of Common Stock to be offered to the public
pursuant to the Registration Statement (the “Public Warrants” and together with the Private
Warrants, the “Warrants”). The shares of Common Stock issuable on exercise of the Warrants
are referred to as the “Warrant Shares”; 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, transfer, exchange and
exercise of Warrants and other matters as provided herein.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereto agree as follows:







     SECTION 1. Appointment of Warrant Agent. The Company hereby appoints the Warrant
Agent to act as agent for the Company in accordance with the instructions set forth hereinafter in
this Agreement, and the Warrant Agent hereby accepts such appointment.







     SECTION 2. Warrant Certificates. The certificates evidencing the Warrants (the
“Warrant Certificates”) to be delivered pursuant to this Agreement shall be in registered
form only and shall be substantially in the form set forth in Exhibit A attached hereto,
the warrant certificates for the Private Warrants shall bear the legend set forth in Exhibit
B except as set forth herein.







     SECTION 3. Execution of Warrant Certificates. Warrant Certificates shall be signed
on behalf of the Company by its Chairman of the Board or its President or Chief Executive Officer
or a Vice President and by its Secretary or an Assistant Secretary. Each such signature upon the
Warrant Certificates may be in the form of a facsimile signature of the present or any future
Chairman of the Board, President, Chief Executive Officer, Vice President, Secretary or



 









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Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant Certificates
and for that purpose the Company may adopt and use the facsimile signature of any person who shall
have been Chairman of the Board, President, Chief Executive Officer, Vice President, Secretary or
Assistant Secretary, notwithstanding the fact that at the time the Warrant Certificates shall be
countersigned and delivered or disposed of he or she shall have ceased to hold such office.



     In case any officer of the Company who shall have signed any of the Warrant Certificates shall
cease to be such officer before the Warrant Certificates so signed shall have been countersigned by
the Warrant Agent, or disposed of by the Company, such Warrant Certificates nevertheless may be
countersigned and delivered or disposed of as though such person had not ceased to be such officer
of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of
the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant
Agreement any such person was not such officer.



     Warrant Certificates shall be dated the date of countersignature by the Warrant Agent.







     SECTION 4. Registration and Countersignature. Warrant Certificates shall be
countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.
The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President or
Chief Executive Officer, a Vice President, the Treasurer or the Chief Financial Officer of the
Company, countersign, issue and deliver Warrants as provided in this Agreement.



     The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant
Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other
writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary.







     SECTION 5. Registration of Transfers and Exchanges; Transfer Restrictions. The
Warrant Agent shall from time to time, subject to the limitations of this Section 5, register the
transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that
purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Warrant Agent)
by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly
executed by the registered holder or holders thereof or by the duly appointed legal representative
thereof or by a duly authorized attorney. Upon any such registration of transfer, a new Warrant
Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be
cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by
the Warrant Agent in its customary manner.







     The Founder’s Warrants may not be sold or transferred until the date that is 180 days after
the Company completes its Initial Business Combination and the Private Placement Warrants may not
be sold or transferred until the date immediately following the date on which the Company completes
its Initial Business Combination, in either event except in each case to a Permitted Transferee who
agrees in writing with the Company to be subject to such transfer restrictions, voting and waiver provisions, and in the case of
the Founder’s Warrants the forfeiture of such Warrants as







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described in Section 6(g) below. The Founder’s Warrants shall cease to be subject to the
foregoing transfer restrictions if, subsequent to the Company’s completion of its Initial Business
Combination, (i) the Last Reported Sale Price (as defined in Section 6(a) below) of the Common
Stock equals or exceeds $13.75 per share for any 20 trading days within a 30-trading day period
beginning 90 days after the Initial Business Combination, or (ii) the Company consummates a
subsequent liquidation, merger, stock exchange or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property. As used herein, “Permitted Transferee” means
a transfer (i) to the Company’s officers, directors and employees, and other persons or entities associated
or affiliated with Highland Capital Management, L.P. or its
affiliates, (ii) in the case of the Founding Stockholder,
Timothy K. Hui, Scott F. Kavanaugh, James F. Leary and
Bryan A. Ward (together, the “Initial
Stockholders”), to a member of
the Initial Stockholder’s immediate family or a trust, the beneficiary of which is a member of the
Initial Stockholder’s immediate family, an affiliate of the
Initial Stockholder or to a charitable
organization, (iii) in the case of an Initial Stockholder, by
virtue of the laws of descent and
distribution upon death of the Initial Stockholder, (iv) with
respect to the Founding Stockholder,
by virtue of the laws of the state of Delaware or the Founding Stockholder’s organizational
documents upon dissolution of the Founding Stockholder, or
(v) in the case of an Initial
Stockholder, pursuant to a qualified domestic relations order.







     The holders of any Private Warrants or Warrant Shares issued upon exercise of any Private
Warrants further agree prior to any transfer of such securities, to give written notice to the
Company expressing its desire to effect such transfer and describing briefly the proposed transfer.
Upon receiving such notice, the Company shall present copies thereof to its counsel and the holder
agrees not to make any disposition of all or any portion of such securities unless and until:



          (a)     there is then in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with such registration statement,
in which case the legends set forth in Exhibit B or Section 6(c) hereof, as the case may be
(collectively the “Legends”) with respect to such securities sold pursuant to such
registration statement shall be removed; or




          (b)     if reasonably requested by the Company, (A) the holder shall have furnished the Company
with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not
require registration of such Securities under the Securities Act, (B) the Company shall have
received customary representations and warranties regarding the transferee that are reasonably
satisfactory to the Company signed by the proposed transferee and (C) the Company shall have
received an agreement by such transferee to the restrictions contained in the Legends.




     Each Public Warrant shall initially be issued together with one share of Common Stock as a
Unit. The share of Common Stock and Public Warrant comprising a Unit shall not be separately
transferable before the 35th day following the date of the prospectus with respect to the Company’s
Initial Public Offering unless the underwriter with respect thereto informs the Company of its
decision to allow earlier separate trading, in which case the Company shall notify the Warrant
Agent of the effective date of the separation, subject to the Company having filed a Form 8-K with
the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of the offering of the Units and has issued a press release
announcing when such separate trading will begin (the later of such dates, the “Detachment
Date”). Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only
together with the Unit in which such Public Warrant is included, and only for the purpose of
effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, prior to the
Detachment Date, each transfer of a Unit on the register relating to such Units shall operate also
to transfer the Public Warrant included in such Unit.



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     Subject to the terms of this Agreement, Warrant Certificates may be exchanged at the option of
the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust
office, which is currently located at the address listed in Section 17 hereof, for another Warrant
Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like
number of Warrants. Any holder desiring to exchange a Warrant Certificate shall deliver a written
request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by
the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the
Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Warrant Certificates
surrendered for exchange shall be cancelled by the Warrant Agent. Such cancelled Warrant
Certificates shall then be disposed of by such Warrant Agent in its customary manner.



     The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of
this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the
provisions of this Section 5.







     SECTION 6. Terms of Warrants.



          (a)     Exercise Price and Exercise Period.




     The initial exercise price per share that Warrant Shares shall be purchasable upon the
exercise of Warrants (the “Exercise Price”) shall be $7.50 per share, and each Warrant
shall be initially exercisable to purchase one share of Common Stock.



     Subject to the terms of this Agreement (including without limitation Section 6(e) below), each
Warrant holder shall have the right, which may be exercised commencing at the opening of business
on the first day of the applicable Warrant Exercise Period set forth below and until 5:00 p.m., New
York time, on the last day of such Warrant Exercise Period, to receive from the Company the number
of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to
receive on exercise of such Warrants and payment of the Exercise Price then in effect for such
Warrant Shares or on a cashless basis pursuant to Section 6(d), if applicable. No adjustments as
to dividends will be made upon exercise of the Warrants.







     The “Warrant Exercise Period” shall (x) commence (subject to Section 6(e) below), (A)
for all Warrants other than the Founder’s Warrants on the later of: (i) the date that is one year
from the date of the final prospectus for the Initial Public Offering or (ii) the date on which the
Company completes its Initial Business Combination, and (B) for the Founder’s Warrants on the
later of (i) the date that is one year from the date of the final prospectus for the Initial Public Offering or (ii) the date on which the Company completes its Initial Business Combination, in each case, if and only when
the Last Reported Sale Price of the Common Stock equals or exceeds $13.75 per share for any 20
trading days within a 30-trading day period beginning 90 days after the Initial Business
Combination, and (y) shall end on the earlier of: (i) the date that is five years from the date of
the final prospectus for the Initial Public Offering or (ii) the Business Day preceding the date on
which such Warrants are redeemed pursuant to Section 6(b) below or expire pursuant to Section 6(f)
below.







     The “Last Reported Sale Price” of the Common Stock on any date of determination means:



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	 	(i)	 	the last reported sale price for the regular
trading session (without considering after hours or other trading
outside regular trading session hours) of the Common Stock (regular
way) on the American Stock Exchange on that date,
	 
	 	(ii)	 	if the Common Stock is not listed for trading
on the American Stock Exchange on that date, last reported sale price
as reported in the composite transactions for the principal United
States securities exchange on which the Common Stock is so listed,
	 
	 	(iii)	 	if the Common Stock is not so reported, the
last quoted bid price for the Common Stock in the over-the-counter
market as reported by the OTC Bulletin Board, the National Quotation
Bureau or similar organization, or
	 
	 	(iv)	 	if the Common Stock is not so quoted, the
average of the mid-point of the last bid and ask prices for the Common
Stock from at least three nationally recognized investment-banking
firms that the Company selects for this purpose.





     Each Warrant not exercised or redeemed prior to 5:00 p.m., New York time, on the last day of
the Warrant Exercise Period shall become void and all rights thereunder and all rights in respect
thereof under this Agreement shall cease as of such time.



          (b)     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 Last Reported Sale Price has equaled or exceeded $13.75 per share for any 20 trading days
within a 30-trading day period ending on the third Business Day prior to the notice of redemption
to Warrant holders and (ii) at all times between the date of such notice of redemption and the
redemption date a registration statement is in effect covering the Warrant Shares issuable upon
exercise of the Warrants and a current prospectus relating to those Warrant Shares is available.



     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 Private Warrants shall be redeemable at the option of the
Company so long as they are held by the Founding Stockholder or its Permitted Transferees;
provided that the fact that one or more Private Warrants are non-redeemable because of the
reason described above shall not affect the Company’s right to redeem the Public Warrants and all
Private Warrants that are not held by the Founding Stockholder or its Permitted Transferees.



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          (c)     Exercise Procedure.




     A Warrant may be exercised upon surrender to the Company at the principal stock transfer
office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof,
of the certificate or certificates evidencing the Warrants to be exercised with the form of
election to purchase on the reverse thereof duly filled in and signed and such other documentation
as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account
of the Company of the Exercise Price (adjusted as herein provided if applicable) or on a cashless
basis pursuant to Section 6(d), if applicable, for the number of Warrant Shares in respect of which
such Warrants are then exercised. Payment of the aggregate Exercise Price (unless on a cashless
basis pursuant to Section 6(d)) shall be made by certified or official bank check payable to the
order of the Company in New York Clearing House Funds, or the equivalent thereof. In no event will
any Warrants be settled on a net cash basis.



     Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of
the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable, the Company
shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as
the Warrant holder may designate, a certificate or certificates for the number of full Warrant
Shares issuable upon the exercise of such Warrants. Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named therein shall be deemed to have
become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants
and payment of the Exercise Price or on a cashless basis pursuant to Section 6(d), if applicable.



     The Warrants shall be exercisable, at the election of the holders thereof, either in full or
from time to time in part and, in the event that a certificate evidencing Warrants is exercised in
respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the
date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants
will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to
deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this
Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall
supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such
purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be
so exercised under applicable law and shall have no liability for acting in reliance on such
assumption.



     All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the
Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent
in its customary manner. The Warrant Agent shall account promptly to the Company with respect to
Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for
the purchase of the Warrant Shares through the exercise of such Warrants.



     The Warrant Agent shall keep copies of this Agreement and any notices given or received
hereunder available for inspection by the holders with reasonable prior written notice during
normal business hours at its office. The Company shall supply the Warrant Agent from time to time
with such numbers of copies of this Agreement as the Warrant Agent may request.



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     Certificates evidencing Warrant Shares issued upon exercise of a Private Warrant shall contain
the following legend:



     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.



     SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A
REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.



          (d)     Cashless Exercise.




               (i)     The Private Warrants may be exercised on a cashless basis by the Founding Stockholder and
any Permitted Transferees, at the Founding Stockholder or such Permitted Transferee’s election (the
“Cashless Exercise Election”).




               (ii)     Upon a call for redemption of Warrants on a cashless basis by the Company pursuant to
Section 6(b) (the “Cashless Exercise Demand”), all holders of Warrants subject to
redemption who exercise such Warrants shall do so on a cashless basis.




               (iii)     If the Founding Stockholder or any Permitted Transferee makes a Cashless Exercise
Election with respect to any Private Warrants or if the Company makes a Cashless Exercise Demand
with respect to the Warrants subject to redemption that the holders thereof have elected to
exercise after the Company’s call for redemption, then upon surrender of such Warrants in
accordance with Section 6(c), the Company shall issue and cause to be delivered with all reasonable
dispatch to and in such name or names as the Founding Stockholder or such Permitted Transferee or
such Warrant holder, as the case may be, may designate, a certificate or certificates for the
number of full Warrant Shares to be issued upon such cashless exercise, computed by using the
following formula:










	 	 	 	 	 
	X

	 	=
	 	The Warrant Shares to be issued in connection with such cashless
exercise to the holder of the Warrants being exercised.
	Y

	 	=
	 	The number of Warrant Shares underlying the Warrants being exercised.
	A

	 	=
	 	The value of one Warrant as of the date of the exercise, which shall
be determined by using the following formula:
	 

	 	 	 	A = B – the Exercise Price






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	B

	 	=
	 	The Fair Market Value of a share of Common Stock.





For purposes of this Section 6(d), the “Fair Market Value” of a share of Common Stock shall
mean the average of the Last Reported Sale Prices for the ten trading days ending on the third
trading day prior to (x) with respect to the Private Warrants subject a Cashless Exercise Election,
the date on which the Warrant exercise notice is sent to the Warrant Agent, and (y) with respect to
the Warrants subject to a Cashless Exercise Demand, the date on which the notice of redemption is
sent to the holders of the Warrants.




               (iv)     If the Company makes a Cashless Exercise Demand, the notice of redemption shall contain
the information necessary to calculate the number of Warrant Shares to be received by Warrant
holders upon exercise of the Warrants, including the Fair Market Value in such case.








          
(e)     Registration Requirement. Notwithstanding anything else in this Section 6, no
Warrants (including any Private Warrants) may be exercised unless at the time of exercise (i) a
registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant
Shares to be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a
prospectus thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon
exercise of any Private Warrant) is current; provided that such requirement shall no longer apply to the exercise
of the Private Warrants in the event that the Public Warrants have been redeemed by the Company. The Company shall use its best efforts to have a
registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants
(other than Warrant Shares to be issued upon exercise of any Private Warrant) from the date the
Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares
until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise
Period, a registration statement covering the Warrant Shares to be issued upon exercise (other than
Warrant Shares to be issued upon exercise of any Private Warrant) is not effective under the Act,
all the rights of holders hereunder shall terminate and all of the Warrants shall expire
unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit
price solely for the share of Common Stock included in each Unit. In no event shall the Warrants
be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon
the exercise of any Warrant that is not a Private Warrant.








          (f)     Expiry Upon Liquidation of Trust Account. If the Company is dissolved because it
fails to effect an Initial Business Combination, all of the rights of holders hereunder shall
terminate and all of the Warrants shall expire unexercised and worthless and as a result purchasers
of the Units will have paid the full Unit purchase price solely for the share of Common Stock
included in each Unit.




          (g)     Adjustment of Founder’s Warrants.




               (i)     If the underwriters with respect to the Initial Public Offering do not exercise the
over-allotment option granted to them by the Company, the number of Founder’s Units necessary to
ensure that the aggregate amount of Founder’s Shares held by the Founding Stockholder and any
Permitted Transferee does not exceed 20% of the issued and outstanding Common Stock of the Company
upon consummation of the Initial Public Offering shall be immediately forfeited to the Company by
their holders. The Company will not make any cash


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payment to the Founding Stockholder or any Permitted Transferee in respect of any such
adjustment.




               (ii)     If the number of Units offered to the public in connection with the Initial Public
Offering is increased or decreased, the Founder’s Units (including the Founder’s Units subject to
forfeiture) will be adjusted in the same proportion as the increase or decrease of the Units
offered to the public in order to ensure that the aggregate amount of Founder’s Shares held by the
Founding Stockholder and any Permitted Transferee does not fall below or exceed 20% of the issued
and outstanding Common Stock of the Company upon consummation of the Initial Public Offering
(including any shares of Common Stock issued pursuant to the underwriter’s over-allotment option).
The Company will not make or receive any cash payment to or from the Founding Stockholder or any
Permitted Transferees in respect of any such adjustment.




               (iii)     Any additional Units, shares of Common Stock and Warrants the Founding Stockholder or
any of its Permitted Transferees may hold pursuant to (ii) above shall be deemed to be Founder’s
Units, Founder’s Shares and Founder’s Warrants hereunder and any such Warrants (A) shall be subject
to the transfer restrictions and adjustment provisions set forth in this Agreement with respect
thereto, and (B) shall bear the legend set forth in this Agreement with respect thereto.








     SECTION 7. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided,
however, that the Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issue of any Warrant Certificates or any certificates for
Warrant Shares in a name other than that of the registered holder of a Warrant Certificate
surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or
deliver such Warrant Certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.







     SECTION 8. Mutilated or Missing Warrant Certificates. In case any of the Warrant
Certificates shall be mutilated, lost, stolen or destroyed, the Company shall issue and the Warrant
Agent shall countersign, in exchange and substitution for and upon cancellation of the mutilated
Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of
Warrants, but only upon receipt of evidence satisfactory to the Company and the Warrant Agent of
such loss, theft or destruction of such Warrant Certificate and indemnity, also satisfactory to the
Company and the Warrant Agent. Applicants for such new Warrant Certificates must pay such
reasonable charges as the Company may prescribe.







     SECTION 9. Reservation of Warrant Shares. The Company will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its authorized but unissued
Common Stock or its authorized and issued Common Stock held in its treasury, for the purpose of
enabling it to satisfy any obligation to issue Warrant Shares upon exercise of Warrants, the
maximum number of shares of Common Stock which may then be deliverable



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upon the exercise of all outstanding Warrants. The Warrant Agent shall have no duty to verify
availability of such shares set aside by the Company.



     The Company or, if appointed, the transfer agent for the Common Stock (the “Transfer Agent”)
and every subsequent transfer agent for any shares of the Common Stock issuable upon the exercise
of any of the Warrants will be irrevocably authorized and directed at all times to reserve such
number of authorized shares as shall be required for such purpose. The Company will keep a copy of
this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any
shares of the Common Stock issuable upon the exercise of the Warrants. The Warrant Agent is hereby
irrevocably authorized to requisition from time to time from such Transfer Agent the stock
certificates required to honor outstanding Warrants upon exercise thereof in accordance with the
terms of this Agreement. The Company will supply such Transfer Agent with duly executed
certificates for such purposes. The Company will furnish such Transfer Agent a copy of all notices
of adjustments and certificates related thereto, transmitted to each holder pursuant to Section 13
hereof.



     Before taking any action which would cause an adjustment pursuant to Section 11 hereof to
reduce the Exercise Price below the then par value (if any) of the Warrant Shares, the Company will
take any commercially reasonable corporate action which may, in the opinion of its counsel (which
may be counsel employed by the Company), be necessary in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted.



     The Company covenants that all Warrant Shares which may be issued upon exercise of Warrants
will, upon payment of the Exercise Price therefor or on a cashless basis pursuant to Section 6(d),
if applicable, and issue, be fully paid, nonassessable, free of preemptive rights and free from all
taxes, liens, charges and security interests with respect to the issue thereof.







     SECTION 10. Obtaining Stock Exchange Listings; State Registration. The Company will
from time to time take all commercially reasonable actions which may be necessary so that the
Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on
the principal securities exchanges and markets within the United States of America, if any, on
which other shares of Common Stock are then listed. To the extent that the Common Stock is not
listed on a national securities exchange or there is no exemption from state “blue sky” securities
laws for the issuance of the Warrant Shares, the Company will take all commercially reasonable
actions which may be necessary so that the Warrant Shares are registered in all states in which the
holders of the Warrants reside.







     SECTION 11. Adjustment of Number of Warrant Shares.



     The number of Warrant Shares issuable upon the exercise of each Warrant is subject to
adjustment from time to time upon the occurrence of the events enumerated in this Section 11. For
purposes of this Section 11, “Common Stock” means shares now or hereafter authorized of any class
of common stock of the Company and any other stock of the Company, however designated, that has the
right (subject to any prior rights of any class or series of preferred stock) to participate in any
distribution of the assets or earnings of the Company without limit as to per share amount.



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          (a)     Adjustment for Change in Capital Stock.




     If the Company:




     (1) pays a dividend or makes a distribution on its Common Stock in either case in shares of its Common Stock;




     (2) subdivides its outstanding shares of Common Stock into a greater number of shares;




     (3) combines its outstanding shares of Common Stock into a smaller number of shares;




     (4) makes a distribution on its Common Stock in shares of its capital stock other than
Common Stock; or




     (5) issues by reclassification of its Common Stock any shares of its capital stock,


then the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior
to such action shall be proportionately adjusted so that the holder of any Warrant thereafter
exercised shall receive the aggregate number and kind of shares of capital stock of the Company
which he would have owned immediately following such action if such Warrant had been exercised
immediately prior to such action.




     The adjustment shall become effective immediately after the record date in the case of a
dividend or distribution and immediately after the effective date in the case of a subdivision,
combination or reclassification.



     Such adjustment shall be made successively whenever any event listed above shall occur.



          (b)     Adjustment for Rights Issue.




     If the Company distributes any rights, options or warrants to all holders of its Common Stock
entitling them to purchase shares of Common Stock at a price per share less than the Closing Price
per share on the Business Day immediately preceding the ex-dividend date for such distribution of
rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each
Warrant shall be adjusted in accordance with the formula:



     



     where:



     N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



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     N = the current number of shares of Common Stock issuable upon exercise of each Warrant.



     O = the number of shares of Common Stock outstanding on the record date for such distribution.



     A = the number of additional shares of Common Stock issuable pursuant to such rights, options
or warrants.



     P = the purchase price per share of the additional shares.



     M = the Closing Price per share of Common Stock on the record date.



     The adjustment shall be made successively whenever any such rights, options or warrants are
issued and shall become effective immediately after the record date for the determination of
stockholders entitled to receive the rights, options or warrants. If at the end of the period
during which such rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised, the number of shares of Common Stock issuable upon exercise of each
Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had
been the number of shares actually issued.



          (c)     Adjustment for Other Distributions.




     If the Company distributes to all holders of its Common Stock any of its assets (including
cash) or debt securities or any rights, options or warrants to purchase debt securities, assets or
other securities of the Company (other than Common Stock), the number of shares of Common Stock
issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:



     



     where:



     N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



     N = the current number of shares of Common Stock issuable upon exercise of each Warrant.



     M = the Closing Price per share of Common Stock on the Business Day immediately preceding the
ex-dividend date for such distribution.



     F = the fair market value on the ex-dividend date for such distribution of the assets,
securities, rights, options or warrants distributable to one share of Common Stock after taking
into account, in the case of any rights, options or warrants, the consideration required to be paid
upon exercise thereof. The Board of Directors shall reasonably determine the fair market value in
good faith.



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     The adjustment shall be made successively whenever any such distribution is made and shall
become effective immediately after the record date for the determination of stockholders entitled
to receive such distribution.



     This subsection (c) does not apply to regular quarterly cash dividends including increases
thereof or rights, options or warrants referred to in subsection (b) of this Section 11. If any
adjustment is made pursuant to this subsection (c) as a result of the issuance of rights, options
or warrants and at the end of the period during which any such rights, options or warrants are
exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall
be immediately readjusted as if “F” in the above formula was the fair market value on the
ex-dividend date for such distribution of the indebtedness or assets actually distributed upon
exercise of such rights, options or warrants divided by the number of shares of Common Stock
outstanding on the ex-dividend date for such distribution. Notwithstanding anything to the
contrary contained in this subsection (c), if “M-F” in the above formula is less than $1.00, the
Company may elect to, and if “M-F” or is a negative number, the Company shall, in lieu of the
adjustment otherwise required by this subsection (c), distribute to the holders of the Warrants,
upon exercise thereof, the evidences of indebtedness, assets, rights, options or warrants (or the
proceeds thereof) which would have been distributed to such holders had such Warrants been
exercised immediately prior to the record date for such distribution.



          (d)     Adjustment for Common Stock Issue.




     If the Company issues shares of Common Stock for a consideration per share less than the
Closing Price per share on the date the Company fixes the offering price of such additional shares,
the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in
accordance with the formula:



     



     where:



     N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



     N = the current number of shares of Common Stock issuable upon exercise of each Warrant.



     O = the number of shares outstanding immediately prior to the issuance of such additional
shares.



     P = the aggregate consideration received for the issuance of such additional shares.



     M = the Closing Price per share on the date of issuance of such additional shares.



     A = the number of shares outstanding immediately after the issuance of such additional shares.



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     The adjustment shall be made successively whenever any such issuance is made, and shall become
effective immediately after such issuance.



     This subsection (d) does not apply to:




     (1) any of the transactions described in subsections (b) and (c) of this Section 11,




     (2) the exercise of Warrants, or the conversion or exchange of other securities
convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the
exercise of rights or warrants issued to the holders of Common Stock,




     (3) Common Stock (and options exercisable therefor) issued to the Company’s employees,
officers, directors, consultants or advisors (whether or not still in such capacity on the
date of exercise) under bona fide employee benefit plans or stock option plans adopted by
the Board of Directors of the Company and approved by the holders of Common Stock when
required by law, if such Common Stock would otherwise be covered by this subsection (d),




     (4) Common Stock issued in a bona fide public offering for cash,




     (5) Common Stock issued in a bona fide private placement to non-affiliates of the
Company, including without limitation the issuance of equity as consideration or partial
consideration for acquisitions from persons that are not affiliates of the Company.



          (e)     Adjustment for Convertible Securities Issue.




     If the Company issues any securities convertible into or exchangeable for Common Stock (other
than securities issued in transactions described in subsections (b) and (c) of this Section 11) for
a consideration per share of Common Stock initially deliverable upon conversion or exchange of such
securities less than the Closing Price per share on the date of issuance of such securities, the
number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in
accordance with this formula:



     



     where:



     N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



     N = the current number of shares of Common Stock issuable upon exercise of each Warrant.



     O = the number of shares outstanding immediately prior to the issuance of such securities.



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     P = the aggregate consideration received for the issuance of such securities.



     M = the Closing Price per share on the date of issuance of such securities.



     D = the maximum number of shares deliverable upon conversion or in exchange for such
securities at the initial conversion or exchange rate.



     The adjustment shall be made successively whenever any such issuance is made, and shall become
effective immediately after such issuance.



     If all of the Common Stock deliverable upon conversion or exchange of such securities have not
been issued when such securities are no longer outstanding, then the number of shares of Common
Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have
been had the adjustment upon the issuance of such securities been made on the basis of the actual
number of shares of Common Stock issued upon conversion or exchange of such securities.



     This subsection (e) does not apply to:




     (1) convertible securities issued in a bona fide public offering for cash; or




     (2) convertible securities issued in a bona fide private placement to non-affiliates of
the Company, including the issuance of convertible securities as consideration or partial
consideration for acquisitions from persons that are not affiliates of the Company.



          (f)     Adjustment for Tender or Exchange Offer. If the Company or any of its
subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock,
if the cash and value of any other consideration included in the payment per share of the Common
Stock exceeds the Closing Price of the Common Stock on the trading day next succeeding the last
date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the
number of shares of Common Stock issuable upon exercise of each Warrant will be increased based on
the following formula:




     



where,




     N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant;



     No = the current number of shares of Common Stock issuable upon exercise of each warrant;



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     AC = the aggregate value of all cash and any other consideration (as determined by the Board
of Directors of the Company) paid or payable for shares purchased in such tender or exchange offer;



     OSo = the number of shares of Common Stock outstanding immediately prior to the date such
tender or exchange offer expires;



     OS’ = the number of shares of Common Stock outstanding immediately after the date such tender
or exchange offer expires; and



     SP’ = the Closing Price of the Common Stock on the trading day next succeeding the date such
tender or exchange offer expires.



     The adjustment shall be made successively and shall become effective immediately following the
date such tender or exchange offer expires.



          (g)     Consideration Received.




     For purposes of any computation respecting consideration received pursuant to subsections (d),
(e) and (f) of this Section 11, the following shall apply:




     (1) in the case of the issuance of shares of Common Stock for cash, the consideration
shall be the amount of such cash, provided that in no case shall any deduction be made for
any commissions, discounts or other expenses incurred by the Company for any underwriting or
other sale or disposition of the issue or otherwise in connection therewith;




     (2) in the case of the issuance of shares of Common Stock for a consideration in whole
or in part other than cash, the consideration other than cash shall be deemed to be the fair
market value thereof as reasonably determined by the Board of Directors of the Company
(irrespective of the accounting treatment thereof) and described in a Board resolution which
shall be filed with the Warrant Agent; and




     (3)
in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the
consideration received by the Company for the issuance of such securities plus the
additional minimum consideration, if any, to be received by the Company upon the conversion
or exchange thereof for the maximum number of shares used to calculate the adjustment (the
consideration in each case to be determined in the same manner as provided in clauses (1)
and (2) of this subsection).



          (h)     Defined Terms; When De Minimis Adjustment May Be Deferred.




     As used in this section 11:




     (1) “ex-dividend date” means the first date on which the shares of Common Stock trade
on the applicable exchange or in the applicable market, regular way, without the right to
receive the issuance or distribution in question;



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     (2) “trading day” means, with respect to the Common Stock or any other security, a day
during which (i) trading in the Common Stock or such other security generally occurs, (ii)
there is no market disruption event (as defined below) and (iii) a Closing Price for the
Common Stock or such other security (other than a Closing Price referred to in the next to
last clause of such definition) is available for such day; provided that if the Common Stock
or such other security is not admitted for trading or quotation on or by any exchange,
bureau or other organization, “trading day” will mean any Business Day;




     (3) “market disruption event” means, with respect to the Common Stock or any other
security, the occurrence or existence of more than one-half hour period in the aggregate or
any scheduled trading day for the Common Stock or such other security of any suspension or
limitation imposed on trading (by reason of movements in price exceeding limits permitted by
the stock exchange or otherwise) in the Common Stock or such other security or in any
options, contract, or future contracts relating to the Common Stock or such other security,
and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York
time) on such day; and




     (4) “Business Day” means, any day on which the American Stock Exchange is open for
trading and which is not a Saturday, a Sunday or any other day on which banks in the City of
New York, New York, are authorized or required by law to close.



     No adjustment in the number of shares of Common Stock issuable upon exercise of each Warrant
need be made unless the adjustment would require an increase or decrease of at least 1% in such
number. Any adjustments that are not made shall be carried forward and taken into account in any
subsequent adjustment.



     All calculations under this Section 11 shall be made to the nearest cent or to the nearest
1/100th of a share, as the case may be.



          (i)     When No Adjustment Required.




     No adjustment need be made for a transaction referred to in subsections (b), (c), (d), (e) or
(f) of this Section 11 if Warrant holders are to participate, without requiring the Warrants to be
exercised, in the transaction on a basis and with notice that the Board of Directors of the Company
reasonably determines to be fair and appropriate in light of the basis and notice on which holders
of Common Stock participate in the transaction.



     No adjustment need be made for a change in the par value or no par value of the Common Stock.



     To the extent the Warrants become convertible into cash, no adjustment need be made thereafter
as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the
cash.



          (j)     Notice of Adjustment.




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     Whenever the number of shares of Common Stock issuable upon exercise of each Warrant is
adjusted, the Company shall provide the notices required by Section 13 hereof.



          (k)     Notice of Certain Transactions.




     If:




     (1) the Company takes any action that would require an adjustment in the Exercise Price
pursuant to subsections (a), (b), (c), (d), (e) or (f) of this Section 11 and if the Company
does not arrange for Warrant holders to participate pursuant to subsection (i) of this
Section 11;




     (2) the Company takes any action that would require a supplemental Warrant Agreement
pursuant to subsection (l) of this Section 11; or




     (3) there is a liquidation or dissolution of the Company,



     the Company shall mail to Warrant holders a notice stating the proposed record date for a
dividend or distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company
shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect
in it shall not affect the validity of the transaction.



          (l)     Reorganization of Company.




     If the Company consolidates or merges with or into, or transfers or leases all or
substantially all its assets to, any person, upon consummation of such transaction the Warrants
shall automatically become exercisable for the kind and amount of securities, cash or other assets
which the holder of a Warrant would have owned immediately after the consolidation, merger,
transfer or lease if such holder had exercised the Warrant immediately before the effective date of
the transaction; provided that (i) if the holders of Common Stock were entitled to exercise a right
of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets for which
each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and
amount received per share by the holders of Common Stock in such consolidation or merger that
affirmatively make such election or (ii) if a tender or exchange offer shall have been made to and
accepted by the holders of Common Stock under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
which such maker is a part, and together with any affiliate or associate of such maker (within the
meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant
shall be entitled to receive the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a shareholder if such Warrant holder had exercised the
Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of
the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustments (from and



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after the consummation of such tender or exchange offer) as nearly equivalent as possible to
the adjustments provided for in this Section 11. Concurrently with the consummation of any such
transaction, the corporation or other entity formed by or surviving any such consolidation or
merger if other than the Company, or the person to which such sale or conveyance shall have been
made, shall enter into a supplemental Warrant Agreement so providing and further providing for
adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for
in this Section. The successor Company shall mail to Warrant holders a notice describing the
supplemental Warrant Agreement.



     If the issuer of securities deliverable upon exercise of Warrants under the supplemental
Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that
issuer shall join in the supplemental Warrant Agreement.



     If this subsection (l) applies, subsections (a), (b), (c), (d), (e) and (f) of this Section 11
do not apply.



          (m)     Warrant Agent’s Disclaimer.




     The Warrant Agent has no duty to determine when an adjustment under this Section 11 should be
made, how it should be made or what it should be. The Warrant Agent has no duty to determine
whether any provisions of a supplemental Warrant Agreement under subsection (l) of this Section 11
are correct. The Warrant Agent makes no representation as to the validity or value of any
securities or assets issued upon exercise of Warrants. The Warrant Agent shall not be responsible
for the Company’s failure to comply with this Section.



          (n)     When Issuance May Be Deferred.




     In any case in which this Section 11 shall require that an adjustment in the number of shares
of Common Stock issuable upon exercise of each Warrant be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such event issuing to the
holder of any Warrant exercised after such record date the Warrant Shares and other capital stock
of the Company, if any, issuable upon such exercise over and above the Warrant Shares and other
capital stock of the Company, if any, issuable upon such exercise on the basis of the number of
shares of Common Stock issuable upon exercise of each Warrant; provided, however, that the Company
shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s
right to receive such additional Warrant Shares and other capital stock upon the occurrence of the
event requiring such adjustment.



          (o)     Adjustment in Exercise Price.




     Upon each event that provides for an adjustment of the number of shares of Common Stock
issuable upon exercise of each Warrant pursuant to this Section 11, each Warrant outstanding prior
to the making of the adjustment shall thereafter have an adjusted Exercise Price (calculated to the
nearest ten millionth) obtained from the following formula:



     



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     where:



     E’ = the adjusted Exercise Price.



     E = the Exercise Price prior to adjustment.



     N’ = the adjusted number of Warrant Shares issuable upon exercise of a Warrant by payment of
the adjusted Exercise Price.



     N = the number of Warrant Shares previously issuable upon exercise of a Warrant by payment of
the Exercise Price prior to adjustment.



     Following any adjustment to the Exercise Price pursuant to this Section 11, the amount
payable, when adjusted and together with any consideration allocated to the issuance of the
Warrants, shall never be less than the par value per Warrant Share at the time of such adjustment.
Such adjustment shall be made successively whenever any event listed above shall occur.



          (p)     Form of Warrants.




     Irrespective of any adjustments in the number or kind of shares issuable upon the exercise of
the Warrants or the Exercise Price, Warrants theretofore or thereafter issued may continue to
express the same number and kind of shares and Exercise Price as are stated in the Warrants
initially issuable pursuant to this Agreement.



          (q)     Other Dilutive Events.




     In case any event shall occur affecting the Company, as to which the provisions of this
Section 11 are not strictly applicable, but would impact the holders of Warrants adversely as
compared to holders of Common Stock, and the failure to make any adjustment would not fairly
protect the purchase rights represented by the Warrants in accordance with the essential intent and
principles of this Section then, in each such case, the Company shall appoint a firm of independent
public accountants, investment banking or other appraisal firm of recognized national standing
which shall give their opinion upon the adjustment, if any, on a basis consistent with the
essential intent and principles established in this Section 11, necessary to preserve, without
dilution, the purchase rights represented by the Warrants.



     The provisions of this Section 11 shall not apply until issuance of the Public Warrants.











     SECTION 12. Fractional Interests. The Company shall not be required to issue
fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented
for exercise in full at the same time by the same holder, the number of full Warrant Shares which
shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number
of Warrant Shares purchasable on exercise of the Warrants so presented. If any fraction of a
Warrant Share would, except for the provisions of this Section 12, be issuable on the exercise of
any Warrants (or specified portion thereof), the Company shall, upon such exercise, round up to the
nearest whole number the number of Warrant Shares to be issued to the Warrant holder.







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     SECTION 13. Notices to Warrant Holders. Upon any adjustment of the Exercise Price
pursuant to Section 11, the Company shall promptly thereafter, and in any event within five days,
(i) cause to be filed with the Warrant Agent a certificate executed by the Chief Financial Officer
or principal financial officer of the Company setting forth the number of Warrant Shares issuable
upon exercise of each Warrant after such adjustment and setting forth in reasonable detail the
method of calculation and the facts upon which such calculations are based, and (ii) cause to be
given to each of the registered holders of the Warrant Certificates at his address appearing on the
Warrant register written notice of such adjustments by first-class mail, postage prepaid. Where
appropriate, such notice may be given in advance and included as a part of the notice required to
be mailed under the other provisions of this Section 13. The Warrant Agent shall be fully
protected in relying on any such certificate and on any adjustment therein contained and shall not
be deemed to have knowledge of such adjustment unless and until it shall have received such
certificate.



     In case:



          (a)     the Company shall authorize the issuance to all holders of shares of Common Stock of
rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other
subscription rights or warrants; or




          (b)     the Company shall authorize the distribution to all holders of shares of Common Stock of
evidences of its indebtedness or assets (other than regular cash dividends or dividends payable in
shares of Common Stock or distributions referred to in subsection (b) of Section 11 hereof); or




          (c)     of any consolidation or merger to which the Company is a party and for which approval of
any shareholders of the Company is required, or of the conveyance or transfer of the properties and
assets of the Company substantially as an entirety, or of any reclassification or change of Common
Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a subdivision or
combination), or a tender offer or exchange offer for shares of Common Stock; or




          (d)     of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or




          (e)     the Company proposes to take any action not specified above which would require an
adjustment of the Exercise Price pursuant to Section 11 hereof;




     then the Company shall cause to be filed with the Warrant Agent and shall cause to be given to each
of the registered holders of the Warrant Certificates at his address appearing on the Warrant
register, at least 10 calendar days prior to the applicable record date hereinafter specified, or
as promptly as practicable under the circumstances in the case of events for which there is no
record date, by first-class mail, postage prepaid, a written notice stating (i) the date as of
which the holders of record of shares of Common Stock to be entitled to receive any such rights,
options, warrants or distribution are to be determined, or (ii) the initial expiration date set
forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which
any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is
expected to



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become effective or consummated, and the date as of which it is expected that holders of record of
shares of Common Stock shall be entitled to exchange such shares for securities or other property,
if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up. The failure to give the notice required by this Section 13
or any defect therein shall not affect the legality or validity of any distribution, right, option,
warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or
the vote upon any action.



     Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed
as conferring upon the holders thereof the right to vote or to consent or to receive notice as
shareholders in respect of the meetings of shareholders or the election of Directors of the Company
or any other matter, or any rights whatsoever as shareholders of the Company.







     SECTION 14. Merger, Consolidation or Change of Name 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,
or any corporation succeeding to all or substantially all the corporate trust or agency business of
the Warrant Agent, shall be the successor to the Warrant Agent hereunder without the execution or
filing of any paper or any further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor warrant agent under the provisions of
Section 16. In case at the time such successor to the Warrant Agent shall succeed to the agency
created by this Agreement, and in case at that time any of the Warrant Certificates shall have been
countersigned but not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and in case at that time any of the Warrant
Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the
successor to the Warrant Agent; and in all such cases such Warrant Certificates shall have the full
force and effect provided in the Warrant Certificates and in this Agreement.



     In case at any time the name of the Warrant Agent shall be changed and at such time any of the
Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose name
has been changed may adopt the countersignature under its prior name, and in case at that time any
of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign
such Warrant Certificates either in its prior name or in its changed name, and in all such cases
such Warrant Certificates shall have the full force and effect provided in the Warrant Certificates
and in this Agreement.







     SECTION 15. Warrant Agent. The Warrant Agent undertakes the duties and obligations
imposed by this Agreement (and no implied duties or obligations shall be read into this Agreement
against the Warrant Agent) upon the following terms and conditions, by all of which the Company and
the holders of Warrants, by their acceptance thereof, shall be bound:



          (a)     The statements contained herein and in the Warrant Certificates shall be taken as
statements of the Company and the Warrant Agent assumes no responsibility for the correctness of
any of the same except such as describe the Warrant Agent or action taken or to be




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taken by it. The Warrant Agent assumes no responsibility with respect to the distribution of
the Warrant Certificates except as herein otherwise provided.




          (b)     The Warrant Agent shall not be responsible for any failure of the Company to comply with
any of the covenants contained in this Agreement or in the Warrant Certificates to be complied with
by the Company.




          (c)     The Warrant Agent may consult at any time with counsel of its own selection (who may be
counsel for the Company) and the Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant Certificate in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the opinion or the advice of such
counsel. The Warrant Agent may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through agents or attorneys and the Warrant Agent shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.




          (d)     The Warrant Agent may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the
Warrant Agent and conforming to the requirements of this Agreement. The Warrant Agent shall incur
no liability or responsibility to the Company or to any holder of any Warrant Certificate for any
action taken in reliance on any Warrant Certificate, certificate of shares, notice, resolution,
waiver, consent, order, certificate, or other paper, document or instrument (whether in its
original or facsimile form) believed by it to be genuine and to have been signed, sent or presented
by the proper party or parties.




          (e)     The Company agrees to pay to the Warrant Agent such compensation for all services rendered
by the Warrant Agent in the administration and execution of this Agreement as the Company and the
Warrant Agent shall agree in writing to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by the Warrant Agent in the
execution of this Agreement (including fees and expenses of its counsel) and to indemnify the
Warrant Agent (and any predecessor Warrant Agent) and save it harmless against any and all claims
(whether asserted by the Company, a holder or any other person), damages, losses, expenses
(including taxes other than taxes based on the income of the Warrant Agent), liabilities, including
judgments, costs and counsel fees and expenses, for anything done or omitted by the Warrant Agent
in the execution of this Agreement except as a result of its negligence or willful misconduct. The
provisions of this Section 15(e) shall survive the expiration of the Warrants and the termination
of this Agreement.




          (f)     The Warrant Agent shall be under no obligation to institute any action, suit or legal
proceeding or to take any other action likely to involve expense unless the Company or one or more
registered holders of Warrant Certificates shall furnish the Warrant Agent with security and
indemnity satisfactory to it for any costs and expenses which may be incurred, but this provision
shall not affect the power of the Warrant Agent to take such action as it may consider proper,
whether with or without any such security or indemnity. All rights of action under this Agreement
or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of
the Warrant Certificates or the production thereof at any trial or other proceeding relative
thereto, and any such action, suit or proceeding instituted by the



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Warrant Agent shall be brought in its name as Warrant Agent and any recovery of judgment shall
be for the ratable benefit of the registered holders of the Warrants, as their respective rights or
interests may appear.




          (g)     The Warrant Agent, and any stockholder, director, officer or employee of it, may buy, sell
or deal in any of the Warrants or other securities of the Company or become pecuniarily interested
in any transaction in which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.




          (h)     The Warrant Agent shall act hereunder solely as agent for the Company, and its duties
shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for
anything that it may do or refrain from doing in connection with this Agreement except for its own
negligence or willful misconduct. The Warrant Agent shall not be liable for any error of judgment
made in good faith by it, unless it shall be proved that the Warrant Agent was negligent in
ascertaining the pertinent facts. Notwithstanding anything in this Agreement to the contrary, in
no event shall the Warrant Agent be liable for special, indirect, punitive or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant
Agent has been advised of the likelihood of the loss or damage and regardless of the form of the
action.




          (i)     The Warrant Agent shall not at any time be under any duty or responsibility to any holder
of any Warrant Certificate to make or cause to be made any adjustment of the Exercise Price or
number of the Warrant Shares or other securities or property deliverable as provided in this
Agreement, or to determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with respect to the
method employed in making the same. The Warrant Agent shall not be accountable with respect to the
validity or value or the kind or amount of any Warrant Shares or of any securities or property
which may at any time be issued or delivered upon the exercise of any Warrant or with respect to
whether any such Warrant Shares or other securities will when issued be validly issued and fully
paid and nonassessable, and makes no representation with respect thereto.




          (j)     Notwithstanding anything in this Agreement to the contrary, neither the Company nor the
Warrant Agent shall have any liability to any holder of a Warrant Certificate or other Person as a
result of its inability to perform any of its obligations under this Agreement by reason of any
preliminary or permanent injunction or other order, decree or ruling issued by a court of competent
jurisdiction or by a governmental, regulatory or administrative agency or commission, or any
statute, rule, regulation or executive order promulgated or enacted by any governmental authority
prohibiting or otherwise restraining performance of such obligation; provided that (i) the Company
must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise
overturned as soon as possible and (ii) nothing in this Section 15(j) shall affect the Company’s
obligation under Section 6(e) to use its best efforts to have a registration statement in effect
covering the Warrant Shares issuable upon exercise of the Warrants and to maintain a current
prospectus relating to those Warrant Shares.




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          (k)     Any application by the Warrant Agent for written instructions from the Company may, at the
option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the
Warrant Agent under this Agreement and the date on and/or after which such action shall be taken or
such omission shall be effective. The Warrant Agent shall not be liable for any action taken by,
or omission of, the Warrant Agent in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than three Business Days
after the date any officer of the Company actually receives such application, unless any such
officer shall have consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Warrant Agent shall have received written
instructions in response to such application specifying the action to be taken or omitted.




          (l)     No provision of this Agreement shall require the Warrant Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder
or in the exercise of its rights.




          (m)     In addition to the foregoing, the Warrant Agent shall be protected and shall incur no
liability for, or in respect of, any action taken or omitted by it in connection with its
administration of this Agreement if such acts or omissions are not the result of the Warrant
Agent’s reckless disregard of its duty, gross negligence or willful misconduct and are in reliance
upon (i) the proper execution of the certification concerning beneficial ownership appended to the
form of assignment and the form of the election attached hereto unless the Warrant Agent shall have
actual knowledge that, as executed, such certification is untrue, or (ii) the non-execution of such
certification including, without limitation, any refusal to honor any otherwise permissible
assignment or election by reason of such non-execution.








     SECTION 16. Change of Warrant Agent. The Warrant Agent may at any time resign as
Warrant Agent upon written notice to the Company. If the Warrant Agent shall become incapable of
acting as Warrant Agent, the Company shall appoint a successor to such 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 of such incapacity by the Warrant Agent or by the registered
holder of a Warrant Certificate, then the registered holder of any Warrant Certificate or the
Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for
the appointment of a successor to the Warrant Agent. Pending appointment of a successor to such
Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be
carried out by the Company. The holders of a majority of the unexercised Warrants shall be
entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If
a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant
Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the
appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be
approved by the Company or the former Warrant Agent. After appointment the successor to the
Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Warrant Agent without further act or deed; but the former Warrant
Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and
transfer to the successor to the Warrant Agent any property at the time held by it hereunder and
execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.
Failure to give any notice



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provided for in this Section 16, however, or any defect therein, shall not affect the legality
or validity of the appointment of a successor to the Warrant Agent.







     SECTION 17. Notices to Company and Warrant Agent. Any notice or demand authorized by
this Agreement to be given or made by the Warrant Agent or by the registered holder of any Warrant
Certificate to or on the Company shall be sufficiently given or made when and if deposited in the
mail, first class or registered, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:


HCM Acquisition Company

13455 Noel Road, Suite 800

Dallas, Texas 75240

Fax No.: [(____) ___-______]

Attention: Chief Executive Officer




     In case the Company shall fail to maintain such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations may be made and
notices and demands may be served at the principal corporate trust office of the Warrant Agent.



     Any notice pursuant to this Agreement to be given by the Company or by the registered
holder(s) of any Warrant Certificate to the Warrant Agent shall be sufficiently given when and if
deposited in the mail, first-class or registered, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Company) to the Warrant Agent as follows:


American Stock Transfer & Trust Company

59 Maiden Lane, Plaza Level

New York, New York 10038

Attention: Compliance Department








     SECTION 18. Supplements and Amendments. The Company and the Warrant Agent may from
time to time supplement or amend this Agreement without the approval of any holders of Warrant
Certificates in order to cure any ambiguity or to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company and the Warrant
Agent may deem necessary or desirable and which shall not in any way adversely affect the interests
of the holders of Warrant Certificates theretofore issued. Upon the delivery of a certificate from
an appropriate officer of the Company that states that the proposed supplement or amendment is in
compliance with the terms of this Section 18, the Warrant Agent shall execute such supplement or
amendment. Notwithstanding anything in this Agreement to the contrary, the prior written consent
of the Warrant Agent must be obtained in connection with any supplement or amendment that alters
the rights or duties of the Warrant Agent. Subject to the following
sentence, the Company and the Warrant Agent may amend any
provision herein with the consent of the holders of Warrants exercisable for a majority of the
Warrant Shares issuable on exercise of all outstanding Warrants that would be affected by such
amendment; provided that any amendment affecting the Public Warrants must be approved by
the holders of a majority of the Public Warrants. However, without the written consent of each holder of Warrants affected, an amendment or
supplement may not:



     (a) increase the Exercise Price except as contemplated herein or reduce the Warrant Exercise
Period;



     (b) modify the Company’s right to call the Warrants for redemption, in whole, as contemplated
by Section 6(b), including the provisions related to cashless exercise;



     (c) modify the Company’s obligation to use its best efforts to have a registration statement
in effect covering Warrant Shares issuable upon exercise of the Warrants (other than Warrant Shares
to be issued upon exercise of any Private Warrant) from the date the Warrants become exercisable
and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or
are redeemed;



     (d) reduce the number of Warrant Shares issuable upon the exercise of a Warrant except as
contemplated by Section 11;



     (e) change the currency of the Exercise Price in respect of any Warrant; or




     (f) make any change in the supplement and amendment provisions of this Section 18 which
require each holder’s consent.



Without limiting the generality of the foregoing, prior to the issuance of any Public Warrants,
this Agreement (including Exhibit A hereto) may be amended by the Company and the Warrant Agent,
without the consent of any holder of Private Warrants, to modify in any way or provide for the
terms of the Public Warrants.




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     SECTION 19. 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 hereunder.







     SECTION 20. Termination. This Agreement will terminate on any earlier date if all
Warrants have been exercised or expired without exercise. The provisions of Section 15 hereof
shall survive such termination.







     SECTION 21. Governing Law. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of said State. The parties agree
that, all actions and proceedings arising out of this Agreement or any of the transactions
contemplated hereby, shall be brought in the United States District Court for the Southern District
of New York or in a New York State Court in the County of New York and that, in connection with any
such action or proceeding, submit to the jurisdiction of, and venue in, such court. Each of the
parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or
counterclaim arising out of this Agreement or the transactions contemplated hereby.







     SECTION 22. Benefits of This Agreement. Nothing in this Agreement shall be construed
to give to any person or corporation other than the Company, the Warrant Agent and the registered
holders of the Warrant Certificates any legal or equitable right, remedy or claim under this
Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent and the registered holders of the Warrant Certificates.







     SECTION 23. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.







     SECTION 24. Force Majeure. In no event shall the Warrant Agent be responsible or
liable for any failure or delay in the performance of its obligations under this Agreement arising
out of or caused by, directly or indirectly, forces beyond its reasonable control, including
without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software or hardware) services.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of
the day and year first above written.



	 	 	 	 	 
	 	HCM ACQUISITION COMPANY 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN STOCK TRANSFER & TRUST 

COMPANY, as Warrant Agent 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT A




[Form of Warrant Certificate]

[Face]

Warrant Certificate

HCM ACQUISITION COMPANY.





     This Warrant Certificate certifies that ___, or registered assigns, is
the registered holder of ___warrants (the “Warrants”) to purchase shares of Common
Stock, $.001 par value (the “Common Stock”), of HCM Acquisition Company, a Delaware
corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the
period set forth in the Warrant Agreement referred to below, to receive from the Company that
number of fully paid and nonassessable shares of Common Stock (each, a “Warrant Share”) as
set forth below at the exercise price (the “Exercise Price”) as determined pursuant to the
Warrant Agreement payable in lawful money of the United States of America upon surrender of this
Warrant Certificate and payment of the Exercise Price (or on a cashless basis, if applicable,
pursuant to the terms of the Warrant Agreement) at the office or agency of the Warrant Agent, but
only subject to the conditions set forth herein and in the Warrant Agreement.



     Each Warrant is initially exercisable for one share of Common Stock. The number of Warrant
Shares issuable upon exercise of the Warrants are subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.



     The initial Exercise Price per share of Common Stock for any Warrant is equal to $7.50 per
share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth
in the Warrant Agreement.



     Warrants may be exercised only during the Warrant Exercise Period subject to the conditions
set forth in the Warrant Agreement and to the extent not exercised by the end of such Warrant
Exercise Period such Warrants shall become void.



     Reference is hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.



     This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such
term is used in the Warrant Agreement.



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     This Warrant Certificate shall be governed and construed in accordance with the internal laws
of the State of New York, without regard to conflicts of laws principles thereof.



	 	 	 	 	 
	 	HCM ACQUISITION COMPANY 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Countersigned:

Dated: , 20




	 	 	 	 	 
	AMERICAN STOCK TRANSFER & TRUST 

COMPANY, as Warrant Agent 






By 

————————————————

Authorized Signatory 

 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




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[Form of Warrant Certificate]

[Reverse]




     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants entitling the holder on exercise to receive shares of Common Stock, par value $0.001 per
share, of the Company (the “Common Stock”), and are issued or to be issued pursuant to a Warrant
Agreement dated as of [_________ ___, 2007] (the “Warrant Agreement”), duly executed and
delivered by the Company to American Stock Transfer & Trust Company, a New York corporation, as
warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by
reference in and made a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the holders (the words “holders” or “holder” meaning the registered holders or
registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not
defined herein shall have the meanings given to them in the Warrant Agreement.



     Warrants may be exercised at any time during the Warrant Exercise Period set forth in the
Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them
by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Exercise Price as specified in the
Warrant Agreement (or on a cashless basis, if applicable, pursuant to the terms of the Warrant
Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the
total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his
assignee a new Warrant Certificate evidencing the number of Warrants not exercised. No adjustment
shall be made for any dividends on any Common Stock issuable upon exercise of this Warrant.



     Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant
may be exercised unless at the time of exercise (i) a registration statement covering the Warrant
Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any
Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the
Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is
current. In no event shall the Warrants be settled on a net cash basis during the Warrant Exercise
Period nor shall the Company be required to issue unregistered shares upon the exercise of any
Warrant that is not a Private Warrant.



     The Warrant Agreement provides that upon the occurrence of certain events the number of
Warrant Shares set forth on the face hereof may, subject to certain conditions, be adjusted. No
fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the
Company shall round up to the nearest whole number the number of Warrant Shares to be issued as
provided in the Warrant Agreement.



     Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant
Agent by the registered holder thereof in person or by legal representative or attorney



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duly authorized in writing, may be exchanged, in the manner and subject to the limitations
provided in the Warrant Agreement, but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of
Warrants.



     Upon due presentation for registration of transfer of this Warrant Certificate at the office
of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any tax or other governmental charge imposed in connection therewith.



     The Company and the Warrant Agent may deem and treat the registered holder(s) thereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate
entitles any holder hereof to any rights of a stockholder of the Company.



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Election to Purchase




(To Be Executed Upon Exercise Of Warrant)




     The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant
Certificate, to receive ___shares of Common Stock and herewith tenders payment for such
shares to the order of HCM Acquisition Company in the amount of $___in accordance with the
terms hereof. The undersigned requests that a certificate for such shares be registered in the
name of ___, whose address is ___and that such shares be delivered
to ___whose address is ___ ___. If said number of shares
is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that
a new Warrant Certificate representing the remaining balance of such shares be registered in the
name of ___, whose address is ___, and that such Warrant
Certificate be delivered to ___, whose address is ___.



	 	 	 	 	 
	 	Signature:	 
	Date:          , 20	 	 
	 	Signature Guaranteed:	 
	 	 	 
	 	 	 
	 	 	 
	 




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EXHIBIT B




LEGEND FOR PRIVATE WARRANTS





     THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE SHARES OF COMMON STOCK OF THE
COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH
IN THE WARRANT AGREEMENT REFERRED TO HEREIN [AND ARE SUBJECT TO FORFEITURE IN CERTAIN
CIRCUMSTANCES].1



     SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUABLE
UPON EXERCISE OF SUCH SECURITIES WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.



			
	No. ___
	 	___Warrants








 




			
	1	 	Only applies to Founder’s Warrants.






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