**WARRANT
AGREEMENT** made as
of July 29, 2004 by and between **TRINITY
PARTNERS ACQUISITION COMPANY INC.** , a
Delaware corporation, with offices at 245 Fifth Avenue, Suite 1500, New York,
New York 10016 (“Company”), and **AMERICAN
STOCK TRANSFER & TRUST COMPANY** , a New
York corporation, with offices at 59 Maiden Lane, New York, New York 10038
(“Warrant Agent”).
 
 ______________________
 
 The
Company has heretofore sold and delivered to its executive officers and
directors (collectively, "Insiders") an aggregate of (i) 362,500 Class W
Warrants ("Class W Warrants") and (ii) 362,500 Class Z Warrants ("Class Z
Warrants"), each such Warrant evidencing the right of the holder thereof to
purchase one share of the Company's common stock, par value $0.0001 per share
("Common Stock"), for $5.00, subject to adjustment as described herein (the
Class W Warrants and the Class Z Warrants sold to the Insiders being hereinafter
referred to, collectively, as "Insiders' Warrants"); and
 
 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)
1,466,250 Class W Warrants and 1,466,250 Class Z Warrants (collectively, “Public
Warrants”) to the public investors, and (ii) 127,500 Class W Warrants and
127,500 Class Z Warrants to HCFP/Brenner Securities LLC (“Brenner”) or its
designees (“Representative’s Warrants” and, collectively with the Insiders'
Warrants and the Public Warrants, “Warrants”); and
 
 The
Company has filed with the Securities and Exchange Commission a Registration
Statement, No. 333-115319 on Form S-1, as amended (“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; and
 
 The
Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;
and
 
 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
 
 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 covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
 
 1
 1 . Appointment
of Warrant Agent . The
Company hereby appoints the Warrant Agent to act as agent for the Company for
the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
to perform the same in accordance with the terms and conditions set forth in
this Agreement.
 
 2 .  Warrants .
 
 2 . 1 .  Form
of Warrant . Each
Warrant shall be issued in registered form only, shall be in substantially the
respective forms of Exhibits A and B 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 President and Treasurer, Secretary or Assistant
Secretary of the Company and shall bear a facsimile of the Company’s seal. In
the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as
if he or she had not ceased to be such at the date of issuance.
 
 2 . 2 .  Effect
of Countersignature . Unless
and until countersigned by the Warrant Agent pursuant to this Agreement, a
Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.
 
 2 . 3 .  Registration .
 
 2 . 3 . 1 .  Warrant
Register . The
Warrant Agent shall maintain books (“Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations
and otherwise in accordance with instructions delivered to the Warrant Agent by
the Company.
 
 2 . 3 . 2 .  Registered
Holder . Prior
to due presentment for registration of transfer of any Warrant, the Company and
the Warrant Agent may deem and treat the person in whose name such Warrant shall
be registered upon the Warrant Register (“registered holder”), as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding
any notation of ownership or other writing on the Warrant Certificate made by
anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.
 
 2 . 4 .  Detachability
of Warrants . The
securities comprising the Units will not be separately transferable until 90
days after the date hereof unless Brenner informs the Company of its decision to
allow earlier separate trading, but in no event will Brenner allow separate
trading of the securities comprising the Units until the Company files a Current
Report on Form 8-K which includes an audited balance sheet reflecting the
receipt by the Company of the gross proceeds of the Public Offering including
the proceeds received by the Company from the exercise of the Underwriter’s
over-allotment option, if the over-allotment option is exercised prior to the
filing of the Form 8-K.
 
 2.5  Warrant
Attributes . The
Insiders' Warrants, the Public Warrants and the Representative’s Warrants shall
have the same terms except with respect to the Warrant Price and Exercise Period
as set forth below in Sections 3.1 and 3.2.
 
 2
 3 .  Terms
and Exercise of Warrants
 
 3 . 1 .  Warrant
Price . Each
Insiders' Warrant and Public Warrant shall, when countersigned by the Warrant
Agent, entitle the registered holder thereof, subject to the provisions of such
Insiders' Warrant and Public Warrant, as applicable, and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock
stated therein, at the price of $5.00 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
$5.00 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) A
Class W or Class Z Warrant may be exercised only during the period (“Exercise
Period”) commencing on the later of (i) July 26, 2005 or (ii) the earlier of (a)
the consummation by the 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) or (b) the
distribution of the trust fund (as described more fully in the Registration
Statement) to the Company's Class B stockholders. Each Insiders' Warrant and
Public Warrant shall terminate at 5:00 p.m., New York City time, on the earlier
to occur of (i) July 26, 2009 if a Class W Warrant or July 26, 2011 if a Class Z
Warrant, as applicable, or (ii) the date fixed for redemption of the Warrants as
provided in Section 6 of this Agreement (“Expiration Date”). Each
Representative's Warrant shall terminate at 5:00 p.m., New York City time, on
the earlier to occur of (i) July 26, 2009 or (ii) the date fixed for redemption
of the Warrants as provided in Section 6 of this Agreement.
 
 (b)
Except with respect to the right to receive the Redemption Price (as set forth
in Section 6 hereunder), each Warrant not exercised on or before the Expiration
Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at the close of business on the
Expiration Date. The Company in its sole discretion may extend the duration of
the Warrants by delaying the Expiration Date.
 
 3 . 3 .  Exercise
of Warrants .
 
 3 . 3 . 1 .  Payment . Subject
to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by surrendering it, at the office of the Warrant Agent, or at the office
of its successor as Warrant Agent, in the Borough of Manhattan, City and State
of New York, with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full, in lawful money of the United States, in good
certified check or good bank draft payable to the order of the Warrant Agent,
the Warrant Price for each full share of Common Stock as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Common Stock, and the
issuance of the Common Stock.
 
 3
 3 . 3 . 2 .  Issuance
of Certificates .
 
 a .  Promptly
after receipt by the Company of the Warrant Agent’s Exercise Notice (as defined
in Section 3.3.5.b. below), the Company shall instruct the Company’s transfer
agent to issue to the registered holder of such Warrant a certificate or
certificates for the number of full shares of Common Stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, the Warrant
Agent shall issue a new countersigned Warrant for the number of shares as to
which such Warrant shall not have been exercised. 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.
 
 b .  Promptly
upon the issuance and delivery of Common Stock and, if appropriate, a new
countersigned Warrant as described in Section 3.3.2.a. above, the Warrant Agent
shall forward the aggregate Warrant Price to the Company (net of any warrant
solicitation fees pursuant to Section 3.3.5.b. below).
 
 3 . 3 . 3 .  Valid
Issuance . All
shares of Common Stock issued upon the proper exercise of a Warrant in
conformity with this Agreement shall be validly issued, fully paid and
nonassessable.
 
 3 . 3 . 4 .  Date
of Issuance . Each
person in whose name any such certificate for shares of Common Stock is issued
shall for all purposes be deemed to have become the holder of record of such
shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of delivery of such
certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.
 
 3 . 3 . 5 .  Warrant
Solicitation and Warrant Solicitation Fee .
 
 c .  The
Company has engaged Brenner, on a non-exclusive basis, as its agent for the
solicitation of the exercise of the Warrants. The Company, at its cost, will (i)
assist Brenner with respect to such solicitation, if requested by Brenner, and
(ii) provide Brenner, and direct the Company’s transfer agent and the Warrant
Agent to deliver to Brenner, lists of the record and, to the extent known,
beneficial owners of the Company’s Warrants. The Company hereby instructs the
Warrant Agent to cooperate with Brenner in every respect in connection with
Brenner’s solicitation activities, including, but not limited to, providing to
Brenner, at the Company’s cost, a list of record and beneficial holders of the
Warrants and circulating a prospectus or offering circular disclosing the
compensation arrangements referenced in Section 3.3.5(b) below to holders of the
Warrants at the time of exercise of the Warrants. In addition to the conditions
set forth in Section 3.3.5(b), Brenner shall accept payment of the warrant
solicitation fee provided in Section 3.3.5(b) only if it has provided bona
fide services to the Company in connection with the exercise of the Warrants and
only to the extent that an investor who exercises his Warrants specifically
designates, in writing, that Brenner solicited his exercise. In addition to
soliciting, either orally or in writing, the exercise of Warrants by a Warrant
holder, such services may also include disseminating information, either orally
or in writing, to Warrant holders about the Company or the market for the
Company’s securities, or assisting in the processing of the exercise of
Warrants.
 
 4
 d .  In each
instance in which a Warrant is exercised, the Warrant Agent shall promptly give
written notice of such exercise to the Company and Brenner (“Warrant Agent’s
Exercise Notice”). If, upon the exercise of any Warrant more than one year from
the effective date of the Registration Statement, (i) the market price of
the Company’s Common Stock is greater than the Warrant Price, (ii) disclosure of
compensation arrangements between the Company and Brenner with respect to the
solicitation of the exercise of the Warrants was made both at the time of the
Public Offering and at the time of exercise (by delivery of the Prospectus or as
otherwise required by applicable law, rule or regulation), (iii) the holder of
the Warrant confirms in writing that the exercise of the Warrant was solicited
by Brenner, (iv) the Warrant was not held in a discretionary account, and (v)
the solicitation of the exercise of the Warrant was not in violation of
Regulation M (as such rule or any successor rule may be in effect as of such
time of exercise) promulgated under the Securities Exchange Act of 1934, as
amended, then, simultaneously with the distribution of the Common Stock
underlying the Warrants so exercised in accordance with Section 3.3.2. above,
the Warrant Agent shall, on behalf of the Company, pay a fee of 5% of the
Warrant Price to Brenner, provided that Brenner delivers to the Warrant Agent
within ten (10) business days from the date on which Brenner has received the
Warrant Agent’s Exercise Notice, a certificate that the conditions set forth in
the preceding clauses (iii), (iv) and (v) have been satisfied. Notwithstanding
the foregoing, no fee will be paid to Brenner with respect to the exercise by
the Underwriters or their affiliates or the Company’s officers or directors of
Warrants purchased by it or them upon exercise of the Representative’s Warrants
and still held by any of the Underwriters or them for its or their own account.
Brenner and the Company may at any time during business hours, examine the
records of the Warrant Agent, including its ledger of original Warrant
certificates returned to the Warrant Agent upon exercise of Warrants.
 
 e .  The
provisions of this Section 3.3.5. may not be modified, amended or deleted
without the prior written consent of Brenner.
 
 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.
 
 5
 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
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.
 
 6
 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.
 
 5 .  Transfer
and Exchange of Warrants.
 
 5 . 1 .  Registration
of Transfer . The
Warrant Agent shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old
Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon
request.
 
 5 . 2 .  Procedure
for Surrender of Warrants .
Warrants may be surrendered to the Warrant Agent, together with a written
request for exchange or transfer, and there-upon the Warrant Agent shall issue
in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of
Warrants; provided, however, that in the event that a Warrant surrendered for
transfer bears a restrictive legend, the Warrant Agent shall not cancel such
Warrant and issue new Warrants in exchange therefor until the Warrant Agent has
received an opinion of counsel for the Company stating that such transfer may be
made and indicating whether the new Warrants must also bear a restrictive
legend.
 
 5 . 3 .  Fractional
Warrants . The
Warrant Agent shall not be required to effect any registration of transfer or
exchange which will result in the issuance of a warrant certificate for a
fraction of a warrant.
 
 5 . 4 .  Service
Charges . No
service charge shall be made for any exchange or registration of transfer of
Warrants.
 
 5 . 5 .  Warrant
Execution and Countersignature . The
Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be 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.
 
 7
 6 .  Redemption .
 
 6 . 1 .  Redemption . Subject
to Section 6.4 hereof, n ot less
than all of the outstanding Class W Warrants and/or Class Z Warrants
may be redeemed, at the option of the Company, at any time after they become
exercisable and prior to their expiration, at the office of the Warrant Agent,
upon the notice referred to in Section 6.2., at the price of $.05 per
Warrant (“Redemption Price”), provided that the last sales price of the Common
Stock has been at least $7.50 per share in the case of the Class W Warrants and
$8.75 per share in the case of the Class Z Warrants, as applicable, on each of
twenty (20) trading days within any thirty (30) trading day period ending on the
third business day prior to the date on which notice of redemption is given. The
provisions of this Section 6.1 may not be modified, amended or deleted
without the prior written consent of Brenner.
 
 6 . 2 .  Date
Fixed for, and Notice of, Redemption . In the
event the Company shall elect to redeem all of the Class W and/or Class Z
Warrants, as applicable, the Company shall fix a date for the redemption. Notice
of redemption shall be mailed by first class mail, postage prepaid, by the
Company not less than 30 days prior to the date fixed for redemption to the
registered holders of the Class W or Class Z Warrants, as applicable, to be
redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the registered holder received such
notice.
 
 6 . 3 .  Exercise
After Notice of Redemption . The
Class W or Class Z Warrants, as applicable, may be exercised in accordance with
Section 3 of this Agreement at any time after notice of redemption shall
have been given by the Company pursuant to Section 6.2. hereof and prior to
the time and date fixed for redemption. On and after the redemption date, the
record holders of such 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. The provisions of this Section 6.4 may not be modified, amended or deleted
without the prior written consent of Brenner.
 
 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.
 
 8
 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 Securities and Exchange Commission a post-effective amendment to
the Registration Statement, or a new registration statement, for the
registration, under the Act, of, and it shall 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 Brenner.
 
 8 .  Concerning
the Warrant Agent and Other Matters .
 
 8 . 1 .  Payment
of Taxes . The
Company will from time to time promptly pay all taxes and charges that may be
imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of shares of Common Stock upon the exercise of Warrants, but the
Company shall not be obligated to pay any transfer taxes in respect of the
Warrants or such shares.
 
 8 . 2 .  Resignation,
Consolidation, or Merger of Warrant Agent .
 
 8 . 2 . 1 .  Appointment
of Successor Warrant Agent . The
Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving
sixty (60) days’ notice in writing to the Company. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the
Company shall appoint in writing a successor Warrant Agent in place of the
Warrant Agent. If the Company shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such resignation or
incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with
such notice, submit his Warrant for inspection by the Company), then the holder
of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the
Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
by such court, shall be a corporation organized and existing under the laws of
the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws
to exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Company shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.
 
 9
 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 .
 
 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 President 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.
 
 10
 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.
 
 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:
 
 Trinity
Partners Acquisition Company Inc.
 245 Fifth
Avenue, Suite 1600
 New York,
New York 10016
 Attn:
    Chairman
 
 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 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:
 
 American
      Stock Transfer & Trust Company
 59 Maiden
Lane
 New
      York, New York 10038
 Attn:
    Compliance
      Department
 
 with a
copy in each case to:
 
 Sonnenschein
Nath & Rosenthal LLP
 1221
Avenue of the Americas
 New York,
New York 10020
 Attn:
      Ira Roxland, Esq.
 
 11
 and
 
 Graubard
Miller
 600 Third
Avenue
 New York,
New York 10016
 Attn:
    David
      Alan Miller, Esq.
 
 and
 
 HCFP/Brenner
Securities LLC
 888
Seventh Avenue, 17 th Floor
 New York,
New York 10106
 Attn:  Ira
Greenspan
 
 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 of the Warrants and, for the purposes of Sections 3.3.5, 6.1, 6.4,
7.4 and 9.2 hereof, Brenner, any right, remedy, or claim under or by reason of
this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. Brenner shall be deemed to be a third-party beneficiary of
this Agreement with respect to Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2 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 Brenner with respect to the Sections 3.3.5, 6.1, 6.4, 7.4 and 9.2
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.
 
 12
 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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OF PAGE INTENTIONALLY LEFT BLANK]
 
 13
  **IN
WITNESS WHEREOF** , this
Agreement has been duly executed by the parties hereto as of the day and year
first above written.
 
 **TRINITY
PARTNERS ACQUISITION**
 **COMPANY
INC.**
 
 By: /s/
Lawrence
Burstein
 Name:
Lawrence Burstein
 Title:
President
 
 
 **AMERICAN
STOCK TRANSFER**
 ****  **&
TRUST COMPANY**
 
 
 By:
/s/ Herbert J.
Lemmer
 Name:
Herbert J. Lemmer
 Title:
Vice President
  14