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Exhibit 4.4    
    


 
 

WARRANT AGREEMENT    
    


        Agreement
made as of                        , 2005 between TC Acquisition Corp., a Delaware corporation, with offices at 1816 Fifth Street,
Berkeley, California 94710 (the
"Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004
(the "Warrant Agent").  


        WHEREAS, the Company is engaged in a public offering ("Public Offering") of Units
("Units") and, in connection therewith, has determined to issue and deliver up to (i) 6,900,000 Warrants ("Public
Warrants") to the public investors, each of such Public Warrants evidencing the right of the holder thereof to purchase one share of common stock, par value $.0001 per share,
of the Company's Common Stock ("Common Stock") for $6.00, subject to adjustment as described herein, (ii) 187,500 Warrants (the
"Insider Warrants") to a certain stockholder of the Company, each of such Insider Warrants evidencing the right of the holder thereof to purchase one
share of Common Stock for $6.00, subject to adjustment as described herein, and (iii) 345,000 Warrants to Merriman Curhan Ford & Co.
("Merriman") or its designees ("Representative's Warrants" and, together with the Public Warrants and
the Insider Warrants, the "Warrants"), each such Representative's Warrant evidencing the right of the holder thereof to purchase one share of Common
Stock for $7.98, subject to adjustments as described herein; 


        WHEREAS,
the Company has filed with the Securities and Exchange Commission (the "SEC") a Registration Statement,
No. 333-126355 on Form S-1 ("Registration Statement") for the registration, under the Securities Act of 1933, as
amended ("Act") of, among other securities, the Warrants and the Common Stock issuable upon exercise of the Warrants; 


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


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


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



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


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


        2.     Warrants.



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








 

shall
initially be represented by one or more Book-Entry certificates (each a "Book Entry Warrant Certificate"). 


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



        2.3   Detachability of Warrants. The securities comprising the Units will not be separately transferable until (A) the
20th trading day after the earlier of the expiration of the underwriters' over-allotment option and the exercise in full by the underwriters of such option and (B) the
Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the net proceeds of the Public Offering, including the
proceeds received by the Company from the exercise of the underwriters' over-allotment option (the "Detachment Date"). 



        2.4   Registration.



        2.4.1 Warrant Register. The Warrant Agent shall maintain books ("Warrant
Register"), for registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the
Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the
"Depository") and registered in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Warrants shall be
shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Book-Entry Warrant Certificate, or
(ii) institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a "Participant"). 


        If
the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other
arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form,
the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such definitive Warrant Certificates shall be in the form annexed hereto as  Exhibit A with appropriate insertions, modifications and omissions, as provided above. 


        2.4.2 Beneficial Owner; Registered Holder. The term "beneficial owner" shall
mean, on or after the Detachment Date, any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records
maintained by the Depository or its nominee, and prior to the Detachment Date, the person in whose name the Unit to which such Warrant Certificate was initially attached as registered upon the
register relating to such Units. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall
be registered upon the Warrant Register (a "Registered Holder"), as the absolute owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 




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        2.4.3 Warrants and Representative's Warrants. The Representative's Warrants shall have the same terms and be in the same form
as the Public Warrants and the Insider Warrants except with respect to the Warrant Price as set forth below in Section 3.1. 





        3.     Terms and Exercise of Warrants



        3.1   Warrant Price. Each Public Warrant and Insider Warrant shall, when countersigned by the Warrant Agent, entitle the
Registered Holder thereof, subject to the provisions of (a) such Public Warrant or Insider Warrant, as the case may be, and (b) this Warrant Agreement, to purchase from the Company the
number of shares of Common Stock stated therein, at the price of $6.00 per whole share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this
Section 3.1. Each Representative's Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Representative's Warrant and
of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $7.98 per whole share, subject to the adjustments provided in
Section 4 hereof. The term "Warrant Price" as used in this Warrant Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date. 


        3.2   Duration of Warrants. A Warrant may be exercised only during the period ("Exercise
Period") commencing on the later of the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination of one or more
operating businesses in the technology-related sector having, individually or collectively, a fair market value (as calculated in accordance with the Company's Certificate of Incorporation) at least
equal to 80% of the Company's net assets at the time of such acquisition (a "Business Combination")
and                        , 2006, and terminating at
5:00 p.m., New York City time on the earlier to occur of (i)                         , 2010 and (ii) the Redemption
Date (as defined in Section 6 of this Agreement (the
"Expiration Date"). Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder) in the case of a
redemption by the
Company, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date. 



        3.3   Exercise of Warrants. A Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York
time, on any Business Day during the Exercise Period (the "Exercise Date") to the Warrant Agent at its corporate trust department (i) the Warrant
Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the "Book-Entry
Warrants") free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the
Depository from time to time, (ii) an election to purchase the Shares underlying the Warrants to be exercised ("Election to Purchase"), properly
completed and executed by the Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in
accordance with the Depository's procedures, and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or
by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the
Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the
Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day
that is a Business Day. If the Warrants are received or 



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deemed
to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the Registered Holder or Participant, as
the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any
exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor
the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. 


        The
Warrant Agent shall deposit all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall
advise the Company at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such
telephonic advice to the Company in writing. 



        (i)    The
Warrant Agent shall, by 11:00 A.M. on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in
respect of (a) the shares of Common Stock (the "Shares") issuable upon such exercise as to the number of Warrants exercised in accordance with
the terms and conditions of this Agreement, (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such
exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a
Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a
Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar
shall reasonably require. 


        (ii)   The
Company shall, by 5:00 P.M., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in
payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder is entitled, in fully registered form, registered in such name or names as may
be directed by such Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 P.M., New York time, on the fifth Business Day next succeeding
such Exercise Date, transmit such Shares, to or upon the order of the Registered Holder or Participant, as the case may be. 


        In
lieu of delivering physical certificates representing the Shares issuable upon exercise, provided the Company's transfer agent is participating in the Depository Fast Automated
Securities Transfer program, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or
Participant by crediting the account of the Registered Holder's prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for
delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
securities pursuant to the exercise of a Warrant unless a registration statement under the Act with respect to the Common Stock is effective. Warrants may not be exercised by, or securities issued to,
any Registered Holder in any state in which such exercise would be unlawful. 


        (iii)  The
accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to the Shares. From
and after the issuance of such Shares, the former Registered Holder of the Warrants exercised will be 




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entitled
to the benefits generally available to other holders of Shares and such former Registered Holder's right to receive payments of dividends and any other amounts payable in respect of the
Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares. 


        (iv)  Warrants
may be exercised only in whole numbers of Warrants. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the
number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate for the number of Warrants remaining unexercised shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 hereof, and delivered to the holder
of this Warrant Certificate at the address
specified on the books of the Warrant Agent or as otherwise specified by such Registered Holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised,
a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the
Warrants remaining after such exercise. 


        (v)   The
Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the issue of the
Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Shares until such tax or other charge shall have
been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. 




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


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




        4.     Adjustments.



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


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


        4.3   Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price 



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


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


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



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


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



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        5.     Transfer and Exchange of Warrants.



        5.1   Transfer of Warrants. Prior to the Detachment Date, Warrants may be transferred or exchanged only together with the Unit
in which such 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 Warrants included in such Unit. From and after the Detachment Date, this Section 5.1 shall be of no further force
and effect. 


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


        5.3   Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate
may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a
successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new
Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a
restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant
Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. 



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


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


        5.6   Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose. 




        6.     Redemption.



        6.1   Redemption. Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the
option of the Company, at any time after they become exercisable and prior to                        , 2010, at the office of the
Warrant Agent, upon the notice referred to in Section 6.2, at the price
of $.01 per Warrant ("Redemption Price"), provided that the last sales price of the Common Stock has been at least $11.50 per share on each of any
twenty (20) trading days within a thirty (30) trading day period ending on the third Business Day prior to the date on which notice of redemption is given. 



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


        6.3   Exercise After Notice of Redemption. The Warrants may be exercised in accordance with Section 3 of this Agreement
at any time the Redemption Notice shall have been given by the Company pursuant to Section 6.2 hereof and prior to the time and date fixed for redemption. On and after the Redemption Date, the
record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price. 


        6.4   Outstanding Warrants Only. The Company understands that the redemption rights provided for by this Section 6 apply
only to outstanding Warrants. To the extent a person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised,
the Company may redeem the Warrants issued upon such exercise provided that the criteria for redemption is met. 




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



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


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


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


        7.4   Registration of Common Stock. The Company agrees that prior to the commencement of the Exercise Period, it shall file
with the SEC a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is
necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will
use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of
this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of Merriman. 




        8.     Concerning the Warrant Agent and Other Matters.



        8.1   Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the
Company or the Warrant Agent in respect of the issuance or 



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delivery
of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares. 



        8.2   Resignation, Consolidation, or Merger of Warrant Agent.



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


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


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




        8.3   Fees and Expenses of Warrant Agent.



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


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




        8.4   Liability of Warrant Agent.



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


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


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




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


        8.6   The
Warrant Agent hereby waives any and all right, title, interest or claim of any kind ("Claim") in or to any
distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent), and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. 




        9.     Miscellaneous Provisions.



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


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





TC
Acquisition Corp.

1816 Fifth Street







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Berkeley,
California 94710

Attn: Robert J. Majteles 







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






Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Compliance Department 







with
a copy in each case to: 






Lowenstein
Sandler PC

65 Livingston Avenue

Roseland, New Jersey 07068

Attn: John D. Hogoboom, Esq. 






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



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


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


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


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



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



	 
	 
	 	 

	Attest:	TC ACQUISITION CORP.
	

	

By:	
 	


	 	Name:	 	Robert J. Majteles
	 	Title:	 	Chairman of the Board, President and Chief Executive Officer
	

Attest:	

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	

	

By:	
 	


	 	Name:	 	Steven Nelson
	 	Title:	 	Chairman




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Exhibit 4.4    
    


 
 

Exhibit A
  Form of Warrant Certificate    



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Exhibit 4.4


WARRANT AGREEMENT



Exhibit 4.4


Exhibit A Form of Warrant Certificate