THE
REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT
IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A
PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) HCFP/BRENNER SECURITIES, LLC (“BRENNER”) OR AN UNDERWRITER OR A
SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR
PARTNER OF BRENNER OR OF ANY SUCH UNDERWRITER OR SELECTED
DEALER.




THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) JULY 29, 2005 OR
(II) THE EARLIER OF THE CONSUMMATION BY TRINITY PARTNERS ACQUISITION COMPANY
INC. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER
SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY
IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR THE DISTRIBUTION OF
THE TRUST FUND (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT)
TO THE HOLDERS OF THE COMPANY’S CLASS B COMMON STOCK. VOID AFTER 5:00 P.M.
EASTERN TIME, JULY 29, 2009.










UNIT
PURCHASE OPTION







For
the Purchase of 




12,500
Series A Units

and/or

65,000
Series B Units




of




TRINITY
PARTNERS ACQUISITION COMPANY INC.







1.     Purchase
Option.





THIS
CERTIFIES THAT, in consideration of One Hundred Dollars ($100) duly paid by or
on behalf of HCFP/Brenner Securities LLC (“Holder”), as registered owner of this
Purchase Option, to Trinity Partners Acquisition Company Inc. (“Company”),
Holder is entitled, at any time or from time to time upon the later of (i) July
29, 2005 or (ii) the earlier of the consummation of a Business Combination or
the distribution of the Trust Fund to the holders of the Company’s Class B
Common Stock (“Commencement Date”), and at or before 5:00 p.m., Eastern Time,
July 29, 2009 (“Expiration Date”), but not thereafter, to subscribe for,
purchase and receive, in whole or in part, up to Twelve Thousand Five Hundred
(12,500) Series A Units (“Series A Units”) of the Company and/or Sixty Five
Thousand (65,000) Series B Units (“Series B Units” and together with the Series
A Units, the “Units”). Each Series A Unit consists of two shares of common stock
of the Company, par value $.0001 per share (“Common Stock”), five Class W
Warrants (“Class W Warrants”) and five Class Z Warrants (“Class Z Warrants” and
together with the Class W Warrants, the “Warrants”). Each Series B Unit consists
of two shares of Class B common stock of the Company, par value $.0001 per share
(“Class B Common Stock”), one Class W Warrant and one Class Z Warrant. Each
Warrant is the same as the warrants (“Public Warrants”) included in the Units
being offered for sale to the public (“Offering”) by way of a registration
statement (“Registration Statement”) except that the Class Z Warrants included
in this Purchase Option expire five years from the effective date (“Effective
Date”) of the Registration Statement. If the Expiration Date is a day on which
banking institutions are authorized by law to close, then this Purchase Option
may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein. During the period ending on the Expiration
Date, the Company agrees not to take any action that would terminate the
Purchase Option. This Purchase Option is initially exercisable at $17.325 per
Series A Unit and $16.665 per Series B Unit so purchased; provided, however,
that upon the occurrence of any of the events specified in Section 6 hereof, the
rights granted by this Purchase Option, including the exercise price per Unit
and the number of Units (and shares of Common Stock and Warrants) to be received
upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean
the initial exercise price or the adjusted exercise price, depending on the
context.










1












2.     Exercise.




2.1 Exercise
Form. In
order to exercise this Purchase Option, the exercise form attached hereto must
be duly executed and completed and delivered to the Company, together with this
Purchase Option and payment of the Exercise Price for the Units being purchased
payable in cash or by certified check or official bank check. If the
subscription rights represented hereby shall not be exercised at or before 5:00
p.m., Eastern time, on the Expiration Date this Purchase Option shall become and
be void without further force or effect, and all rights represented hereby shall
cease and expire.




2.2 Legend. Each
certificate for the securities purchased under this Purchase Option shall bear a
legend as follows unless such securities have been registered under the
Securities Act of 1933, as amended (“Act”):




“The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended (“Act”) or applicable state law. The
securities may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act and applicable state
law.”




2.3 Cashless
Exercise.




2.3.1 Determination
of Amount.
In lieu
of the payment of the Exercise Price multiplied by the number of Units for which
this Purchase Option is exercisable (and in lieu of being entitled to receive
Common Stock and Warrants) in the manner required by Section 2.1, the
Holder shall have the right (but not the obligation) to convert any exercisable
but unexercised portion of this Purchase Option into Units (“Conversion Right”)
as follows: upon exercise of the Conversion Right, the Company shall deliver to
the Holder (without payment by the Holder of any of the Exercise Price in cash)
that number of shares of Common Stock and Warrants comprising that number of
Units equal to the quotient obtained by dividing (x) the “Value” (as defined
below) of the portion of the Purchase Option being converted by (y) the Current
Market Value (as defined below). The “Value” of the portion of the Purchase
Option being converted shall equal the remainder derived from subtracting (a)
(i) the Exercise Price multiplied by (ii) the number of Units underlying the
portion of this Purchase Option being converted from (b) the Current Market
Value of a Unit multiplied by the number of Units underlying the portion of the
Purchase Option being converted. As used herein, the term “Current Market Value”
per Unit at any date means the remainder derived from subtracting (x) the
exercise price of the Warrants multiplied by the number of shares of Common
Stock issuable upon exercise of the Warrants underlying one Unit from (y) the
Current Market Price of the Common Stock multiplied by the number of shares of
Common Stock underlying the Warrants and the Common Stock issuable upon exercise
of one Unit. The “Current Market Price” of a share of Common Stock shall mean
(i) if the Common Stock is listed on a national securities exchange or quoted on
the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board
(or successor such as the Bulletin Board Exchange), the last sale price of the
Common Stock in the principal trading market for the Common Stock as reported by
the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock
is not listed on a national securities exchange or quoted on the Nasdaq National
Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such
as the Bulletin Board Exchange), but is traded in the residual over-the-counter
market, the closing bid price for the Common Stock on the last trading day
preceding the date in question for which such quotations are reported by the
Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair
market value of the Common Stock cannot be determined pursuant to clause (i) or
(ii) above, such price as the Board of Directors of the Company shall determine,
in good faith.













2
















 

2.3.2 Mechanics
of Cashless Exercise. The
Cashless Exercise Right may be exercised by the Holder on any business day on or
after the Commencement Date and not later than the Expiration Date by delivering
the Purchase Option with the duly executed exercise form attached hereto with
the cashless exercise section completed to the Company, exercising the Cashless
Exercise Right and specifying the total number of Units the Holder will purchase
pursuant to such Cashless Exercise Right.




3.     Transfer.





3.1 General
Restrictions. The
registered Holder of this Purchase Option, by its acceptance hereof, agrees that
it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
for a period of one year following the Effective Date to anyone other than (i)
Brenner or an underwriter or a selected dealer in connection with the Offering,
or (ii) a bona fide officer or partner of Brenner or of any such underwriter or
selected dealer. On and after the first anniversary of the Effective Date,
transfers to others may be made subject to compliance with or exemptions from
applicable securities laws. In order to make any permitted assignment, the
Holder must deliver to the Company the assignment form attached hereto duly
executed and completed, together with the Purchase Option and payment of all
transfer taxes, if any, payable in connection therewith. The Company shall
within five business days transfer this Purchase Option on the books of the
Company and shall execute and deliver a new Purchase Option or Purchase Options
of like tenor to the appropriate assignee(s) expressly evidencing the right to
purchase the aggregate number of Units purchasable hereunder or such portion of
such number as shall be contemplated by any such assignment.




3.2 Restrictions
Imposed by the Act. The
securities evidenced by this Purchase Option shall not be transferred unless and
until (i) the Company has received the opinion of counsel for the Holder that
the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is
established to the reasonable satisfaction of the Company (the Company hereby
agreeing that the opinion of Graubard Miller shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement
or a post-effective amendment to the Registration Statement relating to such
securities has been filed by the Company and declared effective by the
Securities and Exchange Commission and compliance with applicable state
securities law has been established.




4.     New
Purchase Options to be Issued.




4.1 Partial
Exercise or Transfer. Subject
to the restrictions in Section 3 hereof, this Purchase Option may be exercised
or assigned in whole or in part. In the event of the exercise or assignment
hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and funds sufficient
to pay any Exercise Price and/or transfer tax, the Company shall cause to be
delivered to the Holder without charge a new Purchase Option of like tenor to
this Purchase Option in the name of the Holder evidencing the right of the
Holder to purchase the number of Units purchasable hereunder as to which this
Purchase Option has not been exercised or assigned.










3












4.2 Lost
Certificate. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Purchase Option and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option
executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of
the Company.




5.     Registration
Rights.





5.1 Demand
Registration.





5.1.1 Grant
of Right. The
Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at
least 51% of the Purchase Options and/or the underlying Units and/or the
underlying securities (“Majority Holders”), agrees to register on one occasion,
all or any portion of the Purchase Options requested by the Majority Holders in
the Initial Demand Notice and all of the securities underlying such Purchase
Options, including the Units, Common Stock, the Warrants and the Common Stock
underlying the Warrants (collectively, the “Registrable Securities”). On such
occasion, the Company will file a registration statement or a post-effective
amendment to the Registration Statement covering the Registrable Securities
within sixty days after receipt of the Initial Demand Notice and use its best
efforts to have such registration statement or post-effective amendment declared
effective as soon as possible thereafter. The demand for registration may be
made at any time during a period of five years beginning on the Effective Date.
The Company covenants and agrees to give written notice of its receipt of any
Initial Demand Notice by any Holder(s) to all other registered Holders of the
Purchase Options and/or the Registrable Securities within ten days from the date
of the receipt of any such Initial Demand Notice.




5.1.2 Terms. The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable
Securities, but the Holders shall pay any and all underwriting commissions. The
Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such States as are reasonably requested by the
Majority Holder(s); provided, however, that in no event shall the Company be
required to register the Registrable Securities in a State in which such
registration would cause (i) the Company to be obligated to qualify to do
business in such State, or would subject the Company to taxation as a foreign
corporation doing business in such jurisdiction or (ii) the principal
stockholders of the Company to be obligated to escrow their shares of capital
stock of the Company. The Company shall cause any registration statement or
post-effective amendment filed pursuant to the demand rights granted under
Section 5.1.1 to remain effective for a period of nine consecutive months from
the effective date of such registration statement or post-effective
amendment.










4












5.2 “Piggy-Back”
Registration.


 

5.2.1 Grant
of Right. In
addition to the demand right of registration, the Holders of the Purchase
Options shall have the right for a period of seven years commencing on the
Effective Date, to include the Registrable Securities as part of any other
registration of securities filed by the Company (other than in connection with a
transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to
Form S-8); provided, however, that if, in the written opinion of the Company’s
managing underwriter or underwriters, if any, for such offering, the inclusion
of the Registrable Securities, when added to the securities being registered by
the Company or the selling stockholder(s), will exceed the maximum amount of the
Company’s securities which can be marketed (i) at a price reasonably
related to their then current market value, and (ii) without materially and
adversely affecting the entire offering, then the Company will still be required
to include the Registrable Securities, but may require the Holders to agree, in
writing, to delay the sale of all or any portion of the Registrable Securities
for a period of 90 days from the effective date of the offering, provided,
further, that if the sale of any Registrable Securities is so delayed, then the
number of securities to be sold by all stockholders in such public offering
during such 90 day period shall be apportioned pro rata among
all such selling stockholders, including all holders of the Registrable
Securities, according to the total amount of securities of the Company owned by
said selling stockholders, including all holders of the Registrable
Securities.




5.2.2 Terms. The
Company shall bear all fees and expenses attendant to registering the
Registrable Securities, including the expenses of any legal counsel selected by
the Holders to represent them in connection with the sale of the Registrable
Securities but the Holders shall pay any and all underwriting commissions
related to the Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of outstanding
Registrable Securities with not less than fifteen days written notice prior to
the proposed date of filing of such registration statement. Such notice to the
Holders shall continue to be given for each applicable registration statement
filed (during the period in which the Purchase Option is exercisable) by the
Company until such time as all of the Registrable Securities have been
registered and sold. The holders of the Registrable Securities shall exercise
the “piggy-back” rights provided for herein by giving written notice, within ten
days of the receipt of the Company’s notice of its intention to file a
registration statement. The Company shall cause any registration statement filed
pursuant to the above “piggyback” rights to remain effective for at least nine
months from the date that the Holders of the Registrable Securities are first
given the opportunity to sell all of such securities.




5.3 Damages. Should
the registration or the effectiveness thereof required by Sections 5.1 and 5.2
hereof be delayed by the Company or the Company otherwise fails to comply with
such provisions, the Company shall, in addition to any other equitable or other
relief available to the Holder(s), be liable for any and all incidental, special
and consequential damages sustained by the Holder(s), including, but not limited
to, the loss of any profits that might have been received by the holder upon the
sale of shares of Common Stock or Warrants (and shares of Common Stock
underlying the Warrants) underlying this Purchase Option. 




5.4 General
Terms.





5.4.1 Indemnification. The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold
pursuant to any registration statement hereunder and each person, if any, who
controls such Holders within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against litigation, commenced or threatened, or any claim
whatsoever whether arising out of any action between the Underwriter and the
Company or between the Underwriter and any third party or otherwise) to which
any of them may become subject under the Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with
the same effect as the provisions pursuant to which the Company has agreed to
indemnify the Underwriters contained in Section 5 of the Underwriting Agreement
between the Company, Brenner and the other Underwriters named therein dated the
Effective Date. The Holder(s) of the Registrable Securities to be sold pursuant
to such registration statement, and their successors and assigns, shall
severally, and not jointly, indemnify the Company, its officers and directors
and each person, if any, who controls the Company within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which they may become subject under the Act, the
Exchange Act or otherwise, arising from information furnished by or on behalf of
such Holders, or their successors or assigns, in writing, for specific inclusion
in such registration statement to the same extent and with the same effect as
the provisions contained in Section 5 of the Underwriting Agreement pursuant to
which the Underwriters have agreed to indemnify the Company.










5













5.4.2 Exercise
of Purchase Options. Nothing
contained in this Purchase Option shall be construed as requiring the Holder(s)
to exercise their Purchase Options or Warrants underlying such Purchase Options
prior to or after the initial filing of any registration statement or the
effectiveness thereof.




5.4.3 Documents
Delivered to Holders. The
Company shall furnish Brenner, as representative of the Holders participating in
any of the foregoing offerings, a signed counterpart, addressed to the
participating Holders, of (i) an opinion of counsel to the Company, dated the
effective date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration statement (and, if
such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent
public accountants who have issued a report on the Company’s financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants’ letter,
with respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of
securities. The Company shall also deliver promptly to Brenner, as
representative of the Holders participating in the offering, the correspondence
and memoranda described below and copies of all correspondence between the
Commission and the Company, its counsel or auditors and all memoranda relating
to discussions with the Commission or its staff with respect to the registration
statement and permit Brenner, as representative of the Holders, to do such
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. (“NASD”). Such investigation shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors, all to such
reasonable extent and at such reasonable times and as often as Brenner, as
representative of the Holders, shall reasonably request. The Company shall not
be required to disclose any confidential information or other records to
Brenner, as representative of the Holders, or to any other person, until and
unless such persons shall have entered into reasonable confidentiality
agreements (in form and substance reasonably satisfactory to the Company), with
the Company with respect thereto.










6













5.4.4 Underwriting
Agreement. The
Company shall enter into an underwriting agreement with the managing
underwriter(s), if any, selected by any Holders whose Registrable Securities are
being registered pursuant to this Section 5, which managing underwriter shall be
reasonably acceptable to the Company. Such agreement shall be reasonably
satisfactory in form and substance to the Company, each Holder and such managing
underwriters, and shall contain such representations, warranties and covenants
by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. The Holders shall be parties to
any underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the benefit
of such underwriters shall also be made to and for the benefit of such Holders.
Such Holders shall not be required to make any representations or warranties to
or agreements with the Company or the underwriters except as they may relate to
such Holders and their intended methods of distribution. Such Holders, however,
shall agree to such covenants and indemnification and contribution obligations
for selling stockholders as are customarily contained in agreements of that type
used by the managing underwriter. Further, such Holders shall execute
appropriate custody agreements and otherwise cooperate fully in the preparation
of the registration statement and other documents relating to any offering in
which they include securities pursuant to this Section 5. Each Holder shall also
furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of the Registrable
Securities.




5.4.5 Rule
144 Sale.
Notwithstanding anything contained in this Section 5 to the contrary, the
Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
registration of Registrable Securities held by any Holder (i) where such
Holder would then be entitled to sell under Rule 144 within any three-month
period (or such other period prescribed under Rule 144 as may be provided
by amendment thereof) all of the Registrable Securities then held by such
Holder, and (ii) where the number of Registrable Securities held by such
Holder is within the volume limitations under paragraph (e) of
Rule 144 (calculated as if such Holder were an affiliate within the meaning
of Rule 144).




5.4.6 Supplemental
Prospectus. Each
Holder agrees, that upon receipt of any notice from the Company of the happening
of any event as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing, such Holder will immediately discontinue disposition of Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such Holder’s receipt of the copies of a supplemental or
amended prospectus, and, if so desired by the Company, such Holder shall deliver
to the Company (at the expense of the Company) or destroy (and deliver to the
Company a certificate of such destruction) all copies, other than permanent file
copies then in such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such
notice.










7












6.     Adjustments.




6.1 Adjustments
to Exercise Price and Number of Securities. The
Exercise Price and the number of Units underlying the Purchase Option shall be
subject to adjustment from time to time as hereinafter set forth:




6.1.1 Stock
Dividends - Split-Ups. If
after the date hereof, and subject to the provisions of Section 6.4 below, the
number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock or by a split-up of shares of Common Stock or
other similar event, then, on the effective date thereof, the number of shares
of Common Stock underlying each of the Units purchasable hereunder shall be
increased in proportion to such increase in outstanding shares. In such case,
the number of shares of Common Stock, and the
exercise price applicable thereto, underlying
the Warrants underlying each of the Units purchasable hereunder shall be
adjusted in accordance with the terms of the Warrants.

 

6.1.2 Aggregation
of Shares. If
after the date hereof, and subject to the provisions of Section 6.4, the number
of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of shares of Common Stock or other similar
event, then, on the effective date thereof, the number of shares of Common Stock
underlying each of the Units purchasable hereunder shall be decreased in
proportion to such decrease in outstanding shares. In such case, the number of
shares of Common Stock, and the exercise price applicable thereto, underlying
the Warrants underlying each of the Units purchasable hereunder shall be
adjusted in accordance with the terms of the Warrants. 




6.1.3 Replacement
of Securities upon Reorganization, etc. In case
of any reclassification or reorganization of the outstanding shares of Common
Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
solely affects the par value of such shares of Common Stock, or in the case of
any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or
conveyance to another corporation or entity of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the Holder of this Purchase Option shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable
hereunder immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of shares of
Common Stock of the Company obtainable upon exercise of this Purchase Option and
the underlying Warrants immediately prior to such event; and if any
reclassification also results in a change in shares of Common Stock covered by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to
Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this
Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other
transfers.




6.1.4 Changes
in Form of Purchase Option. This
form of Purchase Option need not be changed because of any change pursuant to
this Section, and Purchase Options issued after such change may state the same
Exercise Price and the same number of Units as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any
Holder of the issuance of new Purchase Options reflecting a required or
permissive change shall not be deemed to waive any rights to an adjustment
occurring after the Commencement Date or the computation thereof.










8












6.2 [Intentionally
Omitted]



6.3 Substitute
Purchase Option. In case
of any consolidation of the Company with, or merger of the Company with, or
merger of the Company into, another corporation (other than a consolidation or
merger which does not result in any reclassification or change of the
outstanding Common Stock), the corporation formed by such consolidation or
merger shall execute and deliver to the Holder a supplemental Purchase Option
providing that the holder of each Purchase Option then outstanding or to be
outstanding shall have the right thereafter (until the stated expiration of such
Purchase Option) to receive, upon exercise of such Purchase Option, the kind and
amount of shares of stock and other securities and property receivable upon such
consolidation or merger, by a holder of the number of shares of Common Stock of
the Company for which such Purchase Option might have been exercised immediately
prior to such consolidation, merger, sale or transfer. Such supplemental
Purchase Option shall provide for adjustments which shall be identical to the
adjustments provided in Section 6. The above provision of this Section shall
similarly apply to successive consolidations or mergers.




6.4 Elimination
of Fractional Interests. The
Company shall not be required to issue certificates representing fractions of
shares of Common Stock or Warrants upon the exercise of the Purchase Option, nor
shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of
Warrants, shares of Common Stock or other securities, properties or
rights.




7.     Reservation
and Listing. The
Company shall at all times reserve and keep available out of its authorized
shares of Common Stock, solely for the purpose of issuance upon exercise of the
Purchase Options or the Warrants underlying the Purchase Option, such number of
shares of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon
exercise of the Purchase Options and payment of the Exercise Price therefor, all
shares of Common Stock and other securities issuable upon such exercise shall be
duly and validly issued, fully paid and nonassessable and not subject to
preemptive rights of any stockholder. The Company further covenants and agrees
that upon exercise of the Warrants underlying the Purchase Options and payment
of the respective Warrant exercise price therefor, all shares of Common Stock
and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and nonassessable and not subject to preemptive rights of any
stockholder. As long as the Purchase Options shall be outstanding, the Company
shall use its best efforts to cause all (i) Units and shares of Common
Stock issuable upon exercise of the Purchase Options, (iii) Warrants issuable
upon exercise of the Purchase Options and (iv) shares of Common Stock issuable
upon exercise of the Warrants included in the Units issuable upon exercise of
the Purchase Option to be listed (subject to official notice of issuance) on all
securities exchanges (or, if applicable on the Nasdaq National Market, SmallCap
Market, OTC Bulletin Board or any successor trading market) on which the Units,
the Common Stock or the Public Warrants issued to the public in connection
herewith may then be listed and/or quoted.










9












8.     Certain
Notice Requirements.




8.1 Holder’s
Right to Receive Notice. Nothing
herein shall be construed as conferring upon the Holders the right to vote or
consent as a stockholder for the election of directors or any other matter, or
as having any rights whatsoever as a stockholder of the Company. If, however, at
any time prior to the expiration of the Purchase Options and their exercise, any
of the events described in Section 8.2 shall occur, then, in one or more of said
events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of the
closing of the transfer books, as the case may be. Notwithstanding the
foregoing, the Company shall deliver to each Holder a copy of each notice given
to the other stockholders of the Company at the same time and in the same manner
that such notice is given to the stockholders.

 

8.2 Events
Requiring Notice. The
Company shall be required to give the notice described in this Section 8 upon
one or more of the following events: (i) if the Company shall take a record of
the holders of its shares of Common Stock for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the
books of the Company, or (ii) the Company shall offer to all the holders of its
Common Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a
consolidation or merger) or a sale of all or substantially all of its property,
assets and business shall be proposed.




8.3 Notice
of Change in Exercise Price. The
Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and
change (“Price Notice”). The Price Notice shall describe the event causing the
change and the method of calculating same and shall be certified as being true
and accurate by the Company’s President and Chief Financial
Officer.




8.4 Transmittal
of Notices. All
notices, requests, consents and other communications under this Purchase Option
shall be in writing and shall be deemed to have been duly made when hand
delivered, or mailed by express mail or private courier service: (i) If to the
registered Holder of the Purchase Option, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to the following address
or to such other address as the Company may designate by notice to the Holders:
 




Trinity
Partners Acquisition Company Inc.

245 Fifth
Avenue, Suite 1600

New York,
New York 10016

Attn: Lawrence
Burstein, President










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9.     Miscellaneous.




9.1 Amendments. The
Company and Brenner may from time to time supplement or amend this Purchase
Option without the approval of any of the Holders in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be
defective or inconsistent with any other provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder that the Company
and Brenner may deem necessary or desirable and that the Company and Brenner
deem shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of and be signed
by the party against whom enforcement of the modification or amendment is
sought.




9.2 Headings. The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Purchase Option.




10.           
Entire
Agreement. This
Purchase Option (together with the other agreements and documents being
delivered pursuant to or in connection with this Purchase Option) constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof.




10.1 Binding
Effect. This
Purchase Option shall inure solely to the benefit of and shall be binding upon,
the Holder and the Company and their permitted assignees, respective successors,
legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or
by virtue of this Purchase Option or any provisions herein
contained.




10.2 Governing
Law; Submission to Jurisdiction. This
Purchase Option shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of
laws. The Company hereby agrees that any action, proceeding or claim against it
arising out of, or relating in any way to this Purchase Option shall be brought
and enforced in the courts of the State of New York or of the United States of
America for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any process or summons to be served upon the Company may be
served by transmitting a copy thereof by registered or certified mail, return
receipt requested, postage prepaid, addressed to it at the address set forth in
Section 8 hereof. Such mailing shall be deemed personal service and shall be
legal and binding upon the Company in any action, proceeding or claim. The
Company and the Holder agree that the prevailing party(ies) in any such action
shall be entitled to recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor. 




10.3 Waiver,
Etc. The
failure of the Company or the Holder to at any time enforce any of the
provisions of this Purchase Option shall not be deemed or construed to be a
waiver of any such provision, nor to in any way affect the validity of this
Purchase Option or any provision hereof or the right of the Company or any
Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the
provisions of this Purchase Option shall be effective unless set forth in a
written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.










11












10.4 Execution
in Counterparts. This
Purchase Option may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has
been signed by each of the parties hereto and delivered to each of the other
parties hereto.




10.5  Exchange
Agreement. As a
condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
agrees that, at any time prior to the complete exercise of this Purchase Option
by Holder, if the Company and Brenner enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Options
will be exchanged for securities or cash or a combination of both, then Holder
shall agree to such exchange and become a party to the Exchange
Agreement.




10.6
 Cancellation
or Conversion of Class B Common Stock. At any
time after the consummation of a Business Combination or the distribution of the
Trust Fund to the holders of the Company’s Class B Common Stock thereby causing
such Class B Common Stock to be cancelled or converted pursuant to the terms of
the Company’s Certificate of Incorporation, the rights of the Holder to exercise
this Purchase Option and obtain shares of Class B Common Stock underlying Series
B Units shall automatically be converted into the right to obtain the same
number of shares of Common Stock as the number of shares of Class B Common Stock
as such holder would have been entitled to obtain upon exercise of this Purchase
Option. 










12













IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its
duly authorized officer as of the 29th day of
July, 2004.







TRINITY
PARTNERS ACQUISITION 

COMPANY
INC.







By:
/s/ Lawrence
Burstein                    


Name: Lawrence
Burstein

Title: President









13












Form to
be used to exercise Purchase Option:




Trinity
Partners Acquisition Company Inc.

245 Fifth
Avenue, Suite 1600

New York,
New York 10016




Date:_________________,
200__




The
undersigned hereby elects irrevocably to exercise all or a portion of the within
Purchase Option and to purchase ____ Series __ Units of Trinity Partners
Acquisition Company Inc. and hereby makes payment of $____________ (at the rate
of $_________ per Series __ Unit) in payment of the Exercise Price pursuant
thereto. Please issue the Common Stock, Class W Warrants and Class Z Warrants as
to which this Purchase Option is exercised in accordance with the instructions
given below.




or




The
undersigned hereby elects irrevocably to convert its right to purchase _________
Series __ Units purchasable under the within Purchase Option by surrender of the
unexercised portion of the attached Purchase Option (with a “Value” based of
$_______ based on a “Market Price” of $_______). Please issue the securities
comprising the Series __ Units as to which this Purchase Option is exercised in
accordance with the instructions given below.




______________________________

Signature




______________________________

Signature
Guaranteed










INSTRUCTIONS
FOR REGISTRATION OF SECURITIES







Name_____________________________________________________________

(Print in
Block Letters)




Address__________________________________________________________







NOTICE:
The signature to this form must correspond with the name as written upon the
face of the within Purchase Option in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.








14












Form to
be used to assign Purchase Option:







ASSIGNMENT







(To be
executed by the registered Holder to effect a transfer of the within Purchase
Option):




FOR VALUE
RECEIVED,______________________________________________

does
hereby sell, assign and transfer
unto___________________________________________

the right
to purchase __________ Series __ Units of Trinity Partners Acquisition Company
Inc. (“Company”) evidenced by the within Purchase Option and does hereby
authorize the Company to transfer such right on the books of the
Company.




Dated:___________________,
200_







______________________________

Signature







______________________________

Signature
Guaranteed










NOTICE:
The signature to this form must correspond with the name as written upon the
face of the within Purchase Option in every particular without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other
than a savings bank, or by a trust company or by a firm having membership on a
registered national securities exchange.











15