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Exhibit 4.5    
    


FORM OF UNDERWRITER PURCHASE OPTION  


        THE HOLDER (AS DEFINED HEREIN) 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 180 DAYS FOLLOWING THE
EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) UNDERWRITER, OR A SELECTED DEALER IN CONNECTION WITH THE PUBLIC OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER
OF ANY UNDERWRITER OR SELECTED DEALER. 


        THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) THE CONSUMMATION BY TC ACQUISITION CORP. ("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)) AND (II)
                         , 2006. VOID AFTER
5:00 P.M. EASTERN TIME,                        , 2010. 


UNIT PURCHASE OPTION  


FOR THE PURCHASE OF  


UP TO 345,000 UNITS  


OF  


TC ACQUISITION CORP.  


1.     PURCHASE OPTION. 



        THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Merriman Curhan Ford & Co. ("MCF"), as registered owner
of this purchase option ("Purchase Option"), to TC Acquisition Corp. ("Company"), Holder is entitled, at any time or from time to time upon the later of (i) the consummation of a Business
Combination and (ii)                         , 2006 ("Commencement Date"), and at or before 5:00 p.m., Eastern Time,
                        , 2010 ("Expiration Date"), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to five percent of the aggregate number of units ("Units") issued and sold by the Company in the Public Offering (as defined below), each Unit
consisting of one share of common stock of the Company, par value $.0001 per share ("Common Stock"), and one warrant ("Warrant(s)") expiring five years from the effective date ("Effective Date") of
the registration statement ("Registration Statement") pursuant to which Units are offered for sale to the public ("Public Offering"). Notwithstanding the foregoing, the term "Public Offering" shall
not include any Units offered for sale in the "Direct Offering" as described in the Registration Statement. Each Warrant is the same as the warrants included in the Units being registered for sale to
the public by way of the Registration Statement ("Public Warrants"), except that the Warrants have an exercise price of $7.98 per share, subject to adjustment as provided in Section 6 hereof.
If the Expiration Date is a day on which banking institutions are authorized by law to close, 


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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
$10.00 per 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. 


        The
term "Holder" shall mean, as of any date, MCF and/or any transferee who acquired the Purchase Option(s) in accordance with Section 3.1 hereof. 



        As
used herein, the term "Business Day" shall mean any day, except a Saturday, Sunday or legal holiday on which the banking institutions in the City of New York are authorized or
obligated by law or executive order to close. 


2.     EXERCISE. 


        2.1   Exercise Form. In order to exercise this Purchase Option, the exercise form attached hereto as Exhibit A 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, in whole or in part, 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 



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number
of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) (i) the Current Market Price of the Common Stock multiplied by (ii) the number of
shares of Common Stock underlying one Unit, which shall include the shares of Common Stock underlying the Warrants included in such 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. 



        2.3.2 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. 


        2.3.3 Warrant Exercise. Any Warrants underlying the Units shall be issued pursuant to and subject to the terms and conditions
set forth in the Warrant Agreement, entered into by and between the Company and Continental Stock Transfer & Trust Company, dated as
of                        , 2005; provided, that the exercise price
of the Warrants shall be as set forth herein. 




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, hypothecate or otherwise dispose of this Purchase Option for a period of 180 days following the Effective Date to anyone other than (i) an underwriter or
a selected dealer participating in the Public Offering, or (ii) a bona fide officer, partner, subsidiary or other affiliate of any such underwriter or selected dealer. On and after the 180th
day following the Effective Date, this Purchase Option may be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of, in whole or in part, subject to compliance with or exemptions
from applicable securities laws; provided that any transfer to any person other than (i) an underwriter or a selected dealer participating in the Public Offering, or (ii) a bona fide
officer, partner, subsidiary or other affiliate of any such underwriter or selected dealer shall be subject to the prior written consent of the Company (which consent shall not be unreasonably
withheld). In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed and the written
agreement of the transferee to be bound by the terms of this Section 3.1, together with the Purchase Option and payment of all transfer taxes, if any, payable in connection therewith. 


        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 Cooley Godward llp shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement or a 


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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 (except to the extent the Holder elects to exercise this Purchase Option by means of a cashless exercise as provided by
Section 2.3 above) 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. In addition, the Company shall
cause to be delivered to any permitted transferee without charge a new Purchase Option of like tenor to this Purchase Option in the name of such transferee evidencing the right of such transferee to
purchase the number of Units purchasable hereunder as to which this Purchase Option has been transferred to such transferee. 


        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 reasonable best efforts to have such registration statement or post-effective amendment
declared effective as soon as possible thereafter; provided, that, if the Chief Executive Officer of the Company furnishes to the Majority Holders a certificate stating in good faith that the Company
expects to file a registration statement (other than a registration statement relating to any employee benefit plan, or a registration statement related solely to stock issued upon conversion
of debt securities) within 90 days of the Company's receipt of the Initial Demand Notice and is exercising its right to delay the filing of a Registration Statement during the resulting
Blackout Period (defined below) (the "Blackout Period Certificate") within five (5) Business Days after it receives the Initial Demand Notice then (i) the Company shall not be required
to take any action pursuant to this section 5.1 during such Blackout Period provided that the Company is actively employing in good faith all reasonable efforts to cause such registration
statement to become effective, (ii) the Initial Demand Notice shall be deemed received, for purposes of determining the availability of registration rights of the Holders under this
Section 5.1, when actually received by the Company, and (iii) the Initial Demand Notice shall be deemed 



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received,
for purposes of determining the timing of any obligation of the Company under this Section 5.1, on the first Business Day immediately succeeding the conclusion of such Blackout
Period. The Initial Demand Notice for registration may be made at any time during a period of five years beginning on the Effective Date; provided, that the Majority Holders may not deliver an Initial
Demand Notice pursuant to this Section 5.1.1 prior to the consummation of a Business Combination. The Company shall 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. Once made, a request
for registration pursuant to an Initial Demand Notice provided in accordance with this Section 5.1.1 may not be revoked, except that such a request for registration pursuant to an Initial
Demand Notice may be revoked (and shall not be deemed to have been made for purposes of determining the rights of the Holders under this Section 5.1.1) by a Majority Holders if (i) the
Majority Holders have received a notice of a Blackout Period from the Company and (ii) the Majority Holders provide written notice to the Company within sixty (60) days of receipt of any
such notice of a Blackout Period requesting such revocation for the purpose of preserving the right to request registration pursuant to an Initial Demand Notice at a time subsequent thereto. For
purposes of this Section 5, "Blackout Period" means a period not to exceed (90) days beginning on the date the Company's Chief Executive Officer furnishes to the Majority Holder the
Blackout Period Certificate; provided that in the event the Company in fact files such registration statement within such 90-day period, such period shall terminate on the last day of the
distribution period of such primary offering of securities. The Company may not delay the ability of the Majority Holders to exercise any of their rights under this Purchase Option by way of giving
notice of a Blackout Period more than once in any 12 month period, and any notice of a Blackout Period given by the Company to the Majority Holders cannot come less than six months after a
previous Blackout Period notice given by the Company. Notwithstanding anything to the contrary herein, a request for registration pursuant to an Initial Demand Notice shall not be deemed to have been
made for purposes of determining the rights of the Holders under this Section 5.1.1 if (i) the Majority Holders have requested registration pursuant to an Initial Demand Notice and
(ii) such
registration has not occurred as a result of the Company's failure to comply with its obligations under this Section 5.1. For the avoidance of doubt, subject to the other terms and conditions
set forth herein, the Company is required to effect only one (1) registration at the request of the Majority Holders under this Section 5.1.1 that is declared or ordered effective. 


        5.1.2 Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the
reasonable fees and expenses of one legal counsel selected by the Majority Holders to represent them in connection with the sale of the Registrable Securities, but the Majority Holders shall pay any
and all underwriting discounts and 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. 




        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 



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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 the managing underwriter or underwriters for such offering that is to be an underwritten offering
advises the Company and the Holders in writing that the dollar amount or number of Registrable Securities that the Holders desire to sell, taken together with all other shares of Common Stock or other
securities that the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other holders of the Company's securities who desire to sell securities, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as
applicable, the "Maximum Number of Shares"), then the Company shall include in such registration: 



        (i)    If the registration is undertaken for the Company's account or is a "demand" registration undertaken at the demand of
persons who were stockholders of the Company prior to the consummation of its initial public offering (the "Initial Stockholders") pursuant to the Registration Rights Agreement, dated as of
                        , 2005, by and among the Company and the stockholders party thereto (the "Registration Rights
Agreement"), (A) first, the shares of Common Stock for the account of the demanding Initial Stockholders ("Insider Shares") as to which the demand registration has been requested pursuant to
the Registration Rights Agreement, together with all other shares of Common Stock or other securities that the Company desires to sell and the Registrable Securities as to which registration has been
requested pursuant to this Section 5.2 (all pro rata in accordance with the number of shares that the Holders, the Company, and/or the Initial Stockholders shall have requested to be included
in such registration), that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other shareholders
desire to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), the shares of Common Stock, if any, that other stockholders desire to sell that can be sold without exceeding the Maximum Number of Shares; and 


        (ii)   If the registration is a "demand" registration undertaken at the demand of persons other than the holders of Registrable
Securities or the Initial Stockholders pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons as to which
demand registration has been requested, together with all other shares of Common Stock or other securities that the Company desires to sell, the Registrable Securities as to which registration has
been requested pursuant to this Section 5.2, and the Insider Shares as to which registration has been requested pursuant to the Registration Rights Agreement (all pro rata in accordance with
the number of shares that the demanding stockholders, the Holders, the Company, and/or the Initial Stockholders shall have requested to be included in such registration), that can be sold without
exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock, if
any, as to which registration has been requested pursuant to written contractual piggy-back registration rights which other shareholders desire to sell that can be sold without exceeding
the Maximum Number of Shares; and (C) third, to the extent the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common 




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Stock,
if any, that other stockholders desire to sell that can be sold without exceeding the Maximum Number of Shares. 




        5.2.2 Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the
expenses of one legal counsel selected by a majority of the Holders to represent them in connection with the sale of the Registrable Securities but the Holders shall pay any and all underwriting
discounts and 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. 




        5.3   Suspension of Use of Effective Registration Statement. If a registration statement relating to the registration of
Registrable Securities under this Section 5 hereof has been declared effective ("Effective Registration Statement"), subject to the good faith determination by the Board of Directors of the
Company that it is reasonably necessary to suspend the use of such Effective Registration Statement or sales of Registrable Securities by Holders under such Effective Registration Statement, the
Company may, upon written notice (the "Suspension Notice") to the Holders, direct the Holders to suspend the use of or sales under such Effective Registration Statement for a period not to exceed
thirty (30) days in any three (3) month period or ninety (90) days in the aggregate in any twelve (12) month period, if any of the following events (each, a "Suspension
Event") shall occur: negotiations relating to, or the consummation of, a transaction or the occurrence of an event, in each case, that (i) would require additional disclosure of material
information by the Company in such Effective Registration Statement or other public filings and which has not been so disclosed, and (ii) either (x) as to which the Company has a bona
fide business purpose for preserving confidentiality, or (y) that renders the Company unable to comply with SEC requirements or (z) that would make it unduly burdensome to promptly amend
or supplement such Effective Registration Statement on a post-effective basis, as applicable. Upon the occurrence of any such Suspension Event, the Company shall use its reasonable best
efforts to take or cause to be taken such action as is necessary to permit resumed use of such Effective Registration Statement promptly following the cessation of the Suspension Event giving rise to
such suspension so as to permit the Holders to resume use of and sales under such Effective Registration Statement as soon as practicable thereafter. Upon cessation of the Suspension Event giving rise
to such suspension, the Company shall provide the Holders with prompt written notice that the Suspension Event has ceased (the "End of Suspension Notice"). 



        The
Holders shall not effect any sales of the Registrable Securities pursuant to such Effective Registration Statement at any time after it has received a Suspension Notice from the
Company and prior to receipt of an End of Suspension Notice. If so directed by the Company in a Suspension Notice, each Holder will deliver to the Company (at the expense of the Company) all copies,
other than permanent file copies then in such Holder's possession, of any prospectuses covering the Registrable Securities at the time of receipt of such Suspension Notice. 


        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 



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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, MCF
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 but only 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. 



        5.4.2 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 MCF, 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 MCF, 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 MCF, 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 MCF, as representative of the Holders, shall reasonably
request. The Company shall not be required to disclose any confidential information or other records to MCF, 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. 



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        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; provided that the foregoing shall not be deemed to permit such Holders to negotiate the terms of the underwriting agreement (in
their capacity as 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
promulgated under the Act ("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. 


        5.4.7 Holder Obligations. No Holder may participate in any underwritten offering pursuant to this Section 5 unless
such Holder (i) agrees to sell only the Holder's Registrable Securities on the basis reasonably provided in any underwriting agreement, and (ii) completes, executes and delivers any and
all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably and customarily required by or under the terms of any underwriting
agreement. 



9







 





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. For example, if the Company declares a two-for-one stock dividend and at the time of such dividend this Purchase Option
is for the purchase of one Unit at $10.00 per whole Unit (each Warrant underlying the Units is exercisable for $7.98 per share), upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Unit at $10.00 per Unit, each Unit entitling the holder to receive two shares of Common Stock and two Warrants (each Warrant exercisable for $3.99 per share). 



        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 



10







 




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. 




        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 non-assessable 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
non-assessable 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. 


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 


11







 

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 Chief Executive Officer, President or 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 next-day 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: 





TC
Acquisition Corp.

1816 Fifth Street

Berkeley, CA 94710

Attn: Robert J. Majteles, Jr., Chief Executive Officer 






9.     MISCELLANEOUS. 


        9.1   Amendments. The Company and MCF 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 MCF may deem necessary or desirable and that the Company and MCF 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. 


12







 



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 Delaware, 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 California or of the United States of America for the Northern District of California, 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(their) 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. 


        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 MCF 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 Underlying Warrants. At any time after exercise by the Holder of this Purchase Option, the Holder may exchange his
Warrants (with a $7.98 exercise price) for Public Warrants (with a $6.00 exercise price) upon payment to the Company of the difference between the exercise price of his Warrant and the exercise price
of the Public Warrants. 


13







 

        IN WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized officer as of the            day
of                        , 2005. 



	 
	 
	 
	 

	 	TC ACQUISITION CORP.
	

 	

By:	


	 	 	Name:	Robert J. Majteles
	 	 	Title:	Chief Executive Officer




14








  



 
 

EXHIBIT A    
    


        Form to be used to exercise Purchase Option: 


TC
Acquisition Corp.

1816 Fifth Street

Berkeley, CA 94710





Date:                        ,
200  





        The
undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase Option and to purchase            Units of TC Acquisition Corp. and hereby makes
payment of $                        (at the rate of
$                        per Unit) in payment of the Exercise Price pursuant thereto. Please issue the Common Stock and 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                        Units purchasable under the within
Purchase Option by surrender of the unexercised portion of
the attached Purchase Option (with a "Value" of $            based on a "Market Price" of $            ). Please issue the
securities comprising the 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. 


A-1








  



 
 

EXHIBIT B    
    


        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                        Units of TC Acquisition Corp. ("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. 


B-1











QuickLinks



Exhibit 4.5



EXHIBIT A


EXHIBIT B