Common use of Redemption of Warrants Clause in Contracts

Redemption of Warrants. (a) The Company may call the Public Warrants for redemption at a price of $0.01 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only if, (i) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued to the underwriter of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Company. (b) The “Closing Price” of the ordinary shares on any date of determination means: (i) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purpose.

Redemption of Warrants. (a) The Commencing on the Separation Date, subject to the provisions of this Agreement, the Warrants shall be redeemable by the Company may call the Public Warrants for redemption (i) at any time until 3:00 P.M., Denver, Colorado time on *_____*, 1998, at a price of $0.01 .55 per Public Warrant, and (ii) at any time during the period commencing after 3:00 P.M., Denver, Colorado time, on *______*, 1998, and ending at 3:00 P.M., Denver, Colorado time, on *_______*, 1999, at a price of $.75 per Warrant. The Warrants shall be redeemable as provided in this Section 9 upon not less than 30 thirty days’ ' prior written notice from the Company to the Warrant Holders, provided that the Shares have traded above 140% of the then Public Exercise Price for at least twenty consecutive trading days ending within ten days prior to the date the notice of redemption is given by the Company. For purposes of determining the daily trading price of the Shares, if the Shares are listed on a national securities exchange, are admitted to unlisted trading privileges on a national securities exchange, or are listed for trading on a trading system of the National Association of Securities Dealers, Inc. such as the NASDAQ Small-Cap Market or the NASDAQ National Market System, then the last reported sale price of the Shares on such exchange or system each Public day shall be used or if the Shares are not so listed on such exchange or system or admitted to unlisted trading privileges, then the average of the last reported high bid prices reported by the National Quotation Bureau, Inc. each day shall be used to determine such daily trading price. (b) Notwithstanding any other provision of this Agreement, from and after the redemption date, all rights of the affected Warrant holderHolders (except the right to receive the redemption price) shall terminate, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and but only if, if (i) on or prior to the Closing Price has equaled or exceeded $15.00 (redemption date the “Redemption Threshold”) per share for any 20 trading days within Company shall have irrevocably deposited with the Warrant Agent, as paying agent, a 30-trading-day period ending sufficient amount to pay on the third trading day prior redemption date the redemption price for all Warrants called for redemption and (ii) the notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent on or before the redemption date. (c) The Warrant Agent shall pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants are entitled under the provisions of this Agreement. (d) Any amounts deposited with Warrant Agent which are not required for redemption of the Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent which shall be unclaimed after six months after the redemption date may be withdrawn by the Company, and thereafter the Warrant Holders of the Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest, if any, on funds deposited with the Warrant Agent, and the Warrant Holders of redeemed Warrants shall have no right to any such interest. (e) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above or pay the redemption price to the Warrant Holders, the Warrant Holder of any Warrants called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity, or (ii) maintain an action against the Company for the redemption price. If the Warrant Holder brings such an action, the Company will pay reasonable attorneys' fees of the Warrant Holder. If the Warrant Holder fails to bring an action against the Company for the redemption price within ninety days after the redemption date, the Warrant Holder shall be deemed to have elected to declare the notice of redemption to Public Warrant holders be a nullity and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued to the underwriter of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Companywithout any force or effect. (b) The “Closing Price” of the ordinary shares on any date of determination means: (i) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purpose.

Redemption of Warrants. (a) The Company may call the Public Warrants for redemption redemption, in whole and not in part, at a price of $0.01 per Public Warrant, upon not less than 30 days’ ' prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 6(a) above, if, and only if, (iA) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) 14.25 per share for any 20 trading days within a 30-trading-day period ending on the third trading day Business Day prior to the notice of redemption to Public Warrant holders and (iiB) at all times between the date of such notice of redemption and the redemption date a registration statement filed pursuant to the Securities Act is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued to the underwriter The "Closing Price" of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Company. (b) The “Closing Price” of the ordinary shares Common Stock on any date of determination means: (iA) the closing last reported sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares Common Stock (regular way) as on the American Stock Exchange on that date, (B) if the Common Stock is not listed for trading on the American Stock Exchange on that date, the last reported sale price reported in the composite transactions for the principal United States securities exchange on which the ordinary shares are Common Stock is so listed on that date listed, (or, C) if no closing price the Common Stock is not so reported, the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales bid price for the ordinary shares Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iiiD) if the ordinary shares are Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares Common Stock from at least three nationally recognized investment-investment banking firms that the Company selects for this purpose. Upon a call for redemption of Warrants by the Company, the Company shall have the right to require all holders of Warrants subject to redemption who exercise such Warrants after the Company's call for redemption to do so on a cashless basis in accordance with the procedures set forth in Section 6(d) hereof. Notwithstanding the foregoing, none of the Sponsor's Warrants shall be redeemable at the option of the Company so long as they are held by the Sponsor, its affiliates or a Permitted Transferee; provided that the fact that one or more Sponsor's Warrants are non-redeemable by operation of this sentence shall not affect the Company's right to redeem, pursuant to the other provisions of this Section 6(b), the Public Warrants and the Sponsor's Warrants that are not held by the Sponsor, its affiliates or a Permitted Transferee. Any Sponsor's Warrants not held by the Sponsor, its affiliates or a Permitted Transferee shall become Public Warrants and subject to the same terms and conditions hereunder as all other Public Warrants.

Redemption of Warrants. The Warrants are redeemable by the Company commencing on the second anniversary of the date of the Prospectus (aor earlier with the consent of the Underwriter), in whole or in part, on not less than thirty (30) The Company may call the Public Warrants for redemption days' prior written notice at a redemption price of $0.01 .10 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only if, (i) provided the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise closing bid quotation of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoingCommon Stock as reported on The Nasdaq SmallCap Market, the Warrants issued to the underwriter of the Company’s initial public offering pursuant to their unit purchase optionif traded thereon, shall or if not be redeemable by the Company. (b) The “Closing Price” of the ordinary shares on any date of determination means: (i) traded thereon, the closing sale price for if listed on a national securities exchange or the regular trading session Nasdaq National Market (without considering after hours or other trading outside regular trading session hours) reporting system that provides last sale prices), has been in excess of ____% of the ordinary shares (regular way) as reported Exercise Price for a period of 20 consecutive trading days in any 30 trading day period ending not more than 15 days prior to the composite transactions for the principal United States securities exchange date on which the ordinary shares are so listed on that date Company gives notice of redemption. Any redemption in part shall be made pro rata to all Warrant holders. The redemption notice shall be mailed to the holders of the Warrants at their respective addresses appearing in the Warrant register. Any such notice mailed in the manner provided herein shall be conclusively presumed to have been duly given in accordance with this Agreement whether or not the registered holder receives such notice. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for such redemption except as to a registered holder of a Warrant (or, if no closing price is reported, the last reported sale price during that regular trading session), or i) to whom notice was not mailed or (ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iii) if the ordinary shares are not so quoted, the average whose notice was defective. An affidavit of the mid-point Warrant Agent or the Secretary or Assistant Secretary of the last bid and ask prices Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Holders of the Warrants will have exercise rights until the close of business on the day immediately preceding the date fixed for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purposeredemption.

Redemption of Warrants. (a) The Company may call the Public Warrants for redemption at a price of $0.01 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above6(a), if, and only if, (i) the Closing Price has equaled or exceeded $15.00 11.00 (the “Redemption Threshold”) per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and (ii) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued to the underwriter of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Company. (b) The “Closing Price” of the ordinary shares on any date of determination means: (i) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purpose.

Redemption of Warrants. (a) The Company may call the Public Warrants for redemption redemption, in whole and not in part, at a price of $0.01 per Public Warrant, upon not less than 30 days’ ' prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 6(a) above, if, and only if, (iA) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) 13.75 per share for any 20 trading days within a 30-trading-day period ending on the third trading day Business Day prior to the notice of redemption to Public Warrant holders and (iiB) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued to the underwriter The "Closing Price" of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Company. (b) The “Closing Price” of the ordinary shares Common Stock on any date of determination means: (iA) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares Common Stock (regular way) as reported in on the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed American Stock Exchange on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or, (iiB) if the ordinary shares are Common Stock is not listed for trading on the American Stock Exchange on that date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, (C) if the Common Stock is not so listedreported, the last quoted sales bid price for the ordinary shares Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iiiD) if the ordinary shares are Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares Common Stock from at least three nationally recognized investment-investment banking firms that the Company selects for this purpose. Notwithstanding the foregoing, none of the Founder's Warrants or Sponsor's Warrants shall be redeemable at the option of the Company so long as they are held by the Sponsor or a Permitted Transferee and none of the Co-Investment Warrants shall be redeemable so long as they are held by the Founder, the relevant controlled affiliate or a Permitted Transferee; provided that the fact that one or more Founder's Warrants, Sponsor's Warrants or Co-Investment Warrants are non-redeemable by operation of this sentence shall not affect the Company's right to redeem, pursuant to the other provisions of this Section 6(b), the Public Warrants, the Co-Investment Warrants, Founder's Warrants and all Sponsor's Warrants that are not held, in the case of the Founder's Warrants and the Sponsor's Warrants, by the Initial Stockholders, the Sponsor or a Permitted Transferee and in the case of the Co-Investment Warrants, by the Founder, the relevant controlled affiliate or a Permitted Transferee. Any Founder's Warrants, Sponsor's Warrant or Co-Investment Warrants not held by the Initial Stockholders, the Sponsor, the Founder's Affiliates (in the case of the Co-Investment Warrants) or a Permitted Transferee shall become Public Warrants and subject to the same terms and conditions hereunder as all other Public Warrants.

Redemption of Warrants. (a) The Company may call redeem the Public Warrants for redemption at a price of $0.01 0.05 per Public Warrant, Warrant (the "Redemption Price") upon not less than 30 days’ ' prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only if, (i) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) per share for any a period of 20 consecutive trading days within that the closing price of the Common Stock exceeds $8.00. For these purposes, the closing price of the Common Stock will be determined by the closing bid price, as reported by NASDAQ, or if the Common Stock is listed on a 30-trading-day period ending national stock exchange or on the third trading day prior to NASDAQ National Market System, the notice of redemption to Public Warrant holders and (ii) at all times between closing price will be determined by the date of closing sale price on the primary exchange on which the Common Stock is traded or on the NASDAQ National Market System, if such notice of redemption and the redemption date shares are not listed on a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is availablenational stock exchange. Notwithstanding the foregoing, the Warrants issued Company will not be entitled to the underwriter call any of the Company’s initial public offering pursuant to their unit purchase option, shall Warrants for redemption or redeem any of the Warrants at a time when the Warrants are not be redeemable by exercisable because the Company.Company has not maintained a (b) The “Closing Price” Notice of redemption of any Warrants shall be given by mailing, by registered or certified mail, return receipt requested, a copy of such notice to all of the ordinary shares affected Warrant Holders of record as of two days prior to the mailing date at their respective addresses appearing on the books or transfer records of the Company or such other address designated in writing by the Warrant Holder of record to the Warrant Agent not less than _______ (__) days prior to the redemption date and shall be effective upon receipt. (c) Notwithstanding any date other provision of determination means: this Agreement, from and after the redemption date, all rights of the affected Warrant Holders (except the right to receive the Redemption Price) shall terminate, but only if (i) on or prior to the closing sale price redemption date the Company shall have irrevocably deposited with the Warrant Agent, as paying agent, a sufficient amount to pay on the redemption date the Redemption Price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions all Warrants called for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or redemption and (ii) if the ordinary shares notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent on or before the redemption date. (d) The Warrant Agent shall pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants are entitled under the provisions of this Agreement. (e) Any amounts deposited with the Warrant Agent which are not so listedrequired for redemption of the Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent which shall be unclaimed after six (6) months after the redemption date may be withdrawn by the Company, and thereafter the Warrant Holders of the Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest, if any, on funds deposited with the Warrant Agent, and the Warrant Holders of redeemed Warrants shall have no right to any such interest. (f) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the last quoted sales price Warrant Holder of any Warrants called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity, or (ii) maintain an action against the Company for the ordinary shares as reported by Redemption Price. If the OTC Bulletin BoardWarrant Holder brings such an action, the National Quotation Bureau or similar organization, or Company will pay reasonable attorneys' fees of the Warrant Holder. If the Warrant Holder fails to bring an action against the Company for the Redemption Price within ninety (iii90) if days after the ordinary shares are not so quotedredemption date, the average Warrant Holder shall be deemed to have elected to declare the notice of the mid-point of the last bid redemption to be a nullity and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purposesuch notice shall be without any force or effect.

Redemption of Warrants. (a) The Company may call the Public Warrants for redemption redemption, in whole and not in part, at a price of $0.01 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 6(a) above, if, and only if, (iA) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) 13.75 per share for any 20 trading days within a 30-trading-day period ending on the third trading day Business Day prior to the notice of redemption to Public Warrant holders and (iiB) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued to the underwriter of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Company. (b) The “Closing Price” of the ordinary shares Common Stock on any date of determination means: (iA) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares Common Stock (regular way) as reported in on the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed American Stock Exchange on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or, (iiB) if the ordinary shares are Common Stock is not listed for trading on the American Stock Exchange on that date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, (C) if the Common Stock is not so listedreported, the last quoted sales bid price for the ordinary shares Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iiiD) if the ordinary shares are Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares Common Stock from at least three nationally recognized investment-investment banking firms that the Company selects for this purpose. Notwithstanding the foregoing, none of the Founder’s Warrants or Sponsor’s Warrants shall be redeemable at the option of the Company so long as they are held by the Sponsor or a Permitted Transferee and none of the Co-Investment Warrants shall be redeemable so long as they are held by the Founder, the relevant controlled affiliate or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants, Sponsor’s Warrants or Co-Investment Warrants are non-redeemable by operation of this sentence shall not affect the Company’s right to redeem, pursuant to the other provisions of this Section 6(b), the Public Warrants, the Co-Investment Warrants, Founder’s Warrants and all Sponsor’s Warrants that are not held, in the case of the Founder’s Warrants and the Sponsor’s Warrants, by the Initial Stockholders, the Sponsor or a Permitted Transferee and in the case of the Co-Investment Warrants, by the Founder, the relevant controlled affiliate or a Permitted Transferee. Any Founder’s Warrants, Sponsor’s Warrant or Co-Investment Warrants not held by the Initial Stockholders, the Sponsor, the Founder’s Affiliates (in the case of the Co-Investment Warrants) or a Permitted Transferee shall become Public Warrants and subject to the same terms and conditions hereunder as all other Public Warrants.

Redemption of Warrants. (a) The Commencing on the date the Warrants are separately tradeable and transferable, the Warrants are subject to redemption by the Company may call the Public Warrants for redemption at a price of $0.01 .55 per Public Warrant, upon at any time until _________, 1999, and, thereafter, at $.75 per Warrant at any time prior to their expiration, on not less than 30 days’ ' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (120% of the Warrant exercise price) for a period of at least 20 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only ifis given. For purposes of determining the daily trading price of the Company's Common Stock, (i) if the Closing Price Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is quoted on a trading system of the National Association of Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the NASDAQ/NMS, then the last reported sale price of the Common Stock on such exchange or system each day shall be used, but if no such sale has equaled occurred on such day or exceeded $15.00 (if the “Redemption Threshold”) per share last sale price is not reported, then the average of the closing bid prices for any 20 trading days within a 30-trading-the Common Stock for such day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and such exchange or system shall be used; or (ii) at all times between if the Common Stock is not then traded on any such exchange or system, then the average of the daily bid prices for the Company's Common Stock reported by the National Quotation Bureau, Inc. each day shall be used if the Company's Common Stock is included in the National Quotation System. The Warrants will be exercisable until the close of the business day preceding the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is availablefixed for redemption, if any. Notwithstanding the foregoing, the Company will not be entitled to call any of the Warrants issued for redemption or redeem any of the Warrants at a time when the Warrants are not exercisable because the Company has not maintained a current registration statement as described in Section 4 hereof. On the redemption date, the Warrant Holders of record of redeemed Warrants shall be entitled to payment of the Redemption price upon surrender of such redeemed Warrants to the underwriter Company at the principal office of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the CompanyWarrant Agent. (b) The “Closing Price” Notice of redemption of any Warrants shall be given by mailing, by registered or certified mail, return receipt requested, a copy of such notice to all of the ordinary shares affected Warrant Holders of record as of two days prior to the mailing date at their respective addresses appearing on the books or transfer records of the Company or such other address designated in writing by the Warrant Holder of record to the Warrant Agent not less than seventy-five (75) days prior to the redemption date and shall be effective upon receipt. (c) Notwithstanding any date other provision of determination means: this Agreement, from and after the redemption date, all rights of the affected Warrant Holders (except the right to receive the Redemption Price) shall terminate, but only if (i) on or prior to the closing sale price redemption date the Company shall have irrevocably deposited with the Warrant Agent, as paying agent, a sufficient amount to pay on the redemption date the Redemption Price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions all Warrants called for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or redemption and (ii) if the ordinary shares notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent on or before the redemption date. (d) The Warrant Agent shall pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants are entitled under the provisions of this Agreement. (e) Any amounts deposited with the Warrant Agent which are not so listedrequired for redemption of the Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent which shall be unclaimed after six (6) months after the redemption date may be withdrawn by the Company, and thereafter the Warrant Holders of the Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest , if any, on funds deposited with the Warrant Agent, and the Warrant Holders of redeemed Warrants shall have no right to any such interest. (f) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the last quoted sales price Warrant Holders of any Warrants called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity, or (ii) maintain an action against the Company for the ordinary shares as reported by Redemption Price. If the OTC Bulletin BoardWarrant Holder brings such an action the Company will pay reasonable attorneys' fees of the Warrant Holder. If the Warrant Holder fails to bring an action against the Company for Redemption Price within ninety (90) days after the redemption date, the National Quotation Bureau Warrant holder shall be deemed to have elected to declare the notice of redemption to be a nullity and such notice shall be without any force or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purposeeffect.

Redemption of Warrants. (a) The Company may call the Public Warrants for redemption redemption, in whole and not in part, at a price of $0.01 per Public Warrant, upon not less than 30 days’ ' prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 6(a) above, if, and only if, (iA) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) 13.50 per share for any 20 trading days within a 30-trading-day period ending on the third trading day Business Day prior to the notice of redemption to Public Warrant holders and (iiB) at all times between the date of such notice of redemption and the redemption date a registration statement filed pursuant to the Securities Act is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding Upon a call for redemption of Warrants by the foregoingCompany, the Company shall have the right to require all holders of Warrants issued subject to the underwriter of redemption who exercise such Warrants after the Company’s initial public offering pursuant 's call for redemption to their unit purchase optiondo so on a cashless basis in accordance with the procedures set forth in Section 6(d); provided however, that holders of Public Warrants shall not be redeemable by eligible to exercise the Company. (b) Public Warrants on a cashless basis at their own option in the event of such redemption. The “"Closing Price” " of the ordinary shares Common Stock on any date of determination means: (iA) the closing last reported sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares Common Stock (regular way) as on the American Stock Exchange on that date, (B) if the Common Stock is not listed for trading on the American Stock Exchange on that date, the last reported sale price reported in the composite transactions for the principal United States securities exchange on which the ordinary shares are Common Stock is so listed on that date listed, (or, C) if no closing price the Common Stock is not so reported, the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales bid price for the ordinary shares Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iiiD) if the ordinary shares are Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares Common Stock from at least three nationally recognized investment-investment banking firms that the Company selects for this purpose. Notwithstanding the foregoing, none of the Sponsor's Warrants shall be redeemable at the option of the Company so long as they are held by the Sponsor or a Permitted Transferee; provided that the fact that one or more Sponsor's Warrants are non-redeemable by operation of this sentence shall not affect the Company's right to redeem, pursuant to the other provisions of this Section 6(b), the Public Warrants and the Sponsor's Warrants that are not held by the Sponsor or a Permitted Transferee. Any Sponsor's Warrants not held by the Sponsor or a Permitted Transferee shall become Public Warrants and subject to the same terms and conditions hereunder as all other Public Warrants. In the event that the Warrant Shares have not been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants, the Company will not have the right to redeem the Warrants.

Redemption of Warrants. (a) The A. At any time on or after _______________, 1999, the Company may call may, at its option, redeem some or all of the Public outstanding Warrants for redemption at a price of $0.01 per Public Warrant, upon not less than 30 thirty (30) days’ ' prior written notice notice, if the closing sale price of redemption to each Public Warrant holderthe Common Stock on the American Stock Exchange or any other national securities exchange, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 aboveor the closing bid quotation on the Nasdaq Stock Market, if, and only if, (i) the Closing Price has equaled or exceeded $15.00 _______ for ten (the “Redemption Threshold”10) per share for any 20 consecutive trading days within a 30-trading-day period ending on preceding the third trading day prior to the date notice of redemption is given (the "Redemption Price"). In order to Public Warrant holders redeem the Warrants, the Company must have on file with the Securities and (ii) at all times between the date of such notice of redemption and the redemption date Exchange Commission a current registration statement is in effect covering pertaining to the Warrant Shares issuable upon exercise Common Stock underlying the Warrants. B. The election of the Public Warrants and a current prospectus relating Company to those Warrant Shares is available. Notwithstanding the foregoing, redeem some or all of the Warrants issued to the underwriter shall be evidenced by a resolution of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by Board of Directors of the Company. C. Warrants may be exercised at any time on or before the date fixed for redemption (b) The “Closing Price” the "Redemption Date"). D. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the ordinary shares on any date Redemption Date, to each holder of determination meansWarrants, at his address appearing in the Warrant register. All notices of redemption shall state: (i1) The Redemption Date; (2) That on the closing sale price Redemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for the regular trading session (without considering after hours or other trading outside regular trading session hours) redemption and payment of the ordinary shares Redemption Price; and (regular way4) as reported in The current Warrant Price of the composite transactions Warrants, the place or places where such Warrants may be surrendered for exercise, and the principal United States securities exchange on time at which the ordinary shares are so listed on that date (or, if no closing price is reported, right to exercise the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for Warrants will terminate in accordance with this purposeAgreement.

Redemption of Warrants. (a) The Commencing on the date the Warrants are separately tradeable and transferable, the Warrants are subject to redemption by the Company may call the Public Warrants for redemption at a price of $0.01 .55 per Public Warrant, upon at any time until ____________ ____, 1998 and thereafter at $.75 per Warrant at any time prior to their expiration, on not less than 30 days’ ' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (120% of the Warrant exercise price) for a period of at least 20 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only ifis given. For purposes of determining the daily trading price of the Company's Common Stock, (i) if the Closing Price Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is quoted on a trading system of the National Association of Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the NASDAQ/NMS, then the last reported sale price of the Common Stock on such exchange or system each day shall be used, but if no such sale has equaled occurred on such day or exceeded $15.00 (if the “Redemption Threshold”) per share last sale price is not reported, then the average of the closing bid prices for any 20 trading days within a 30-trading-the Common Stock for such day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and such exchange or system shall be used; or (ii) at all times between if the Common Stock is not then traded on any such exchange or system, then the average of the daily bid prices for the Company's Common Stock reported by the National Quotation Bureau, Inc. each day shall be used if the Company's Common Stock is included in the National Quotation System. The Warrants will be exercisable until the close of the business day preceding the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is availablefixed for redemption, if any. Notwithstanding the foregoing, the Company will not be entitled to call any of the Warrants issued for redemption or redeem any of the Warrants at a time when the Warrants are not exercisable because the Company has not maintained a current registration statement as described in Section 4 hereof. On the redemption date, the Warrant Holders of record of redeemed Warrants shall be entitled to payment of the Redemption price upon surrender of such redeemed Warrants to the underwriter Company at the principal office of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the CompanyWarrant Agent. (b) The “Closing Price” Notice of redemption of any Warrants shall be given by mailing, by registered or certified mail, return receipt requested, a copy of such notice to all of the ordinary shares affected Warrant Holders of record as of two days prior to the mailing date at their respective addresses appearing on the books or transfer records of the Company or such other address designated in writing by the Warrant Holder of record to the Warrant Agent not less than seventy-five (75) days prior to the redemption date and shall be effective upon receipt. (c) Notwithstanding any date other provision of determination means: this Agreement, from and after the redemption date, all rights of the affected Warrant Holders (except the right to receive the Redemption Price) shall terminate, but only if (i) on or prior to the closing sale price redemption date the Company shall have irrevocably deposited with the Warrant Agent, as paying agent, a sufficient amount to pay on the redemption date the Redemption Price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions all Warrants called for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or redemption and (ii) if the ordinary shares notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent on or before the redemption date. (d) The Warrant Agent shall pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants are entitled under the provisions of this Agreement. (e) Any amounts deposited with the Warrant Agent which are not so listedrequired for redemption of the Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent which shall be unclaimed after six (6) months after the redemption date may be withdrawn by the Company, and thereafter the Warrant Holders of the Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest , if any, on funds deposited with the Warrant Agent, and the Warrant Holders of redeemed Warrants shall have no right to any such interest. (f) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the last quoted sales price Warrant Holders of any Warrants called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity, or (ii) maintain an action against the Company for the ordinary shares as reported by Redemption Price. If the OTC Bulletin BoardWarrant Holder brings such an action the Company will pay reasonable attorneys' fees of the Warrant Holder. If the Warrant Holder fails to bring an action against the Company for Redemption Price within ninety (90) days after the redemption date, the National Quotation Bureau Warrant holder shall be deemed to have elected to declare the notice of redemption to be a nullity and such notice shall be without any force or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purposeeffect.

Redemption of Warrants. (a) The Warrants are redeemable by the Company may call beginning one year from the Public Warrants for redemption date of the Prospectus and prior to the Expiration Date upon 30 days' written notice, at a redemption price of $0.01 .05 per Public Warrant, provided that prior to the redemption the market price for the Common Stock issuable upon exercise of a Warrant shall equal or exceed $8.50 per share for 30 consecutive business days ending within 15 days prior to the date on which the notice of redemption is given. Market price for the purpose of this Section 14 shall mean the average of the highest bid and lowest ask prices as reported by the National Quotation Bureau, Inc., or the average of closing bid and ask prices, as reported by Nasdaq, if the Common Stock is quoted on Nasdaq, or, if the Common Stock is listed on a national securities exchange or on the Nasdaq National Market System, shall be determined by the closing sales price on the primary exchange on which the Common Stock is traded or on the National Market System. Prior to redeeming the Warrants, the Company shall furnish a certificate to the Warrant Agent, signed by an executive officer, certifying as to fulfillment of the aforesaid condition. If the Company shall elect to redeem Warrants as permitted by this Section 14, notice of redemption shall be given to the holders of all outstanding Warrants to whom the redemption shall apply by mailing by first-class mail a notice of such redemption, not less than 30 days’ nor more than 60 days prior written to the date fixed for redemption, to their last addresses as they shall appear upon the registry books, but failure to give such notice by mailing to the holder of any Warrant, or any defect therein, shall not affect the legality or validity of the proceedings for the redemption of any other Warrants. The notice of redemption to each Public Warrant holder, holder of Warrants shall specify the date fixed for redemption and the redemption price at any time after such Public which Warrants have become exercisable pursuant are to Section 6.1 above, ifbe redeemed, and only ifshall state that payment of the redemption price of the Warrants will be made at the office of the Warrant Agent upon presentation and surrender of such Warrants, and shall also state that the right to exercise the Warrants so redeemed will terminate as provided in this Agreement (i) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) per share for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and (ii) at all times between stating the date of such termination) and shall state the then current Warrant Price. If the giving of notice of redemption shall have been completed as above provided, and if funds sufficient for the redemption of the Warrants shall have been deposited with the Warrant Agent for such purpose, the right to exercise the Warrants shall terminate at the close of business on the business day preceding the date fixed for redemption, and the holder of each Warrant shall thereafter be entitled upon surrender of his Warrant only to receive the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoingprice thereof, the Warrants issued to the underwriter of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Companywithout interest. (b) The “Closing Price” of the ordinary shares on any date of determination means: (i) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purpose.

Redemption of Warrants. (a) The Commencing on ____________, 199_, the Warrants are subject to redemption by the Company may call the Public Warrants for redemption at a price of $0.01 .125 per Public Warrant, upon Warrant on not less than 30 days’ ' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (150% of the closing bid price for the Company's Common Stock on the effective date of Registration Statement No. 333-_____) for a period of at least 5 consecutive trading days ending within 10 days prior to the date upon which the notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only ifis given. For purposes of determining the daily trading price of the Company's Common Stock, (i) if the Closing Price Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is quoted on a trading system of the National Association of Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the NASDAQ/NMS, then the last reported sale price of the Common Stock on such exchange or system each day shall be used, but if no such sale has equaled occurred on such day or exceeded $15.00 (if the “Redemption Threshold”) per share last sale price is not reported, then the average of the closing bid prices for any 20 trading days within a 30-trading-the Common Stock for such day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and such exchange or system shall be used; or (ii) at all times between if the Common Stock is not then traded on any such exchange or system, then the average of the daily bid prices for the Company's Common Stock reported by the National Quotation Bureau, Inc. each day shall be used if the Company's Common Stock is included in the National Quotation System. The Warrants will be exercisable until the close of the business day preceding the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is availablefixed for redemption, if any. Notwithstanding the foregoing, the Company will not be entitled to call any of the Warrants issued for redemption or redeem any of the Warrants at a time when the Warrants are not exercisable because the Company has not maintained a current registration statement as described in Section 4 hereof. On the redemption date, the Warrant Holders of record of redeemed Warrants shall be entitled to payment of the Redemption price upon surrender of such redeemed Warrants to the underwriter Company at the principal office of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the CompanyWarrant Agent. (b) The “Closing Price” Notice of redemption of any Warrants shall be given by mailing, by registered or certified mail, return receipt requested, a copy of such notice to all of the ordinary shares affected Warrant Holders of record as of two days prior to the mailing date at their respective addresses appearing on the books or transfer records of the Company or such other address designated in writing by the Warrant Holder of record to the Warrant Agent not less than seventy-five (75) days prior to the redemption date and shall be effective upon receipt. (c) Notwithstanding any date other provision of determination means: this Agreement, from and after the redemption date, all rights of the affected Warrant Holders (except the right to receive the Redemption Price) shall terminate, but only if (i) on or prior to the closing sale price redemption date the Company shall have irrevocably deposited with the Warrant Agent, as paying agent, a sufficient amount to pay on the redemption date the Redemption Price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions all Warrants called for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or redemption and (ii) if the ordinary shares notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent on or before the redemption date. (d) The Warrant Agent shall pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants are entitled under the provisions of this Agreement. (e) Any amounts deposited with the Warrant Agent which are not so listedrequired for redemption of the Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent which shall be unclaimed after six (6) months after the redemption date may be withdrawn by the Company, and thereafter the Warrant Holders of the Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest , if any, on funds deposited with the Warrant Agent, and the Warrant Holders of redeemed Warrants shall have no right to any such interest. (f) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the last quoted sales price Warrant Holders of any Warrants called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity, or (ii) maintain an action against the Company for the ordinary shares as reported by Redemption Price. If the OTC Bulletin BoardWarrant Holder brings such an action the Company will pay reasonable attorneys' fees of the Warrant Holder. If the Warrant Holder fails to bring an action against the Company for Redemption Price within ninety (90) days after the redemption date, the National Quotation Bureau Warrant holder shall be deemed to have elected to declare the notice of redemption to be a nullity and such notice shall be without any force or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purposeeffect.

Redemption of Warrants. (a) The Company may call the Public Warrants for redemption redemption, in whole and not in part, at a price of $0.01 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 6(a) above, if, and only if, (iA) the Closing Price has equaled or exceeded $15.00 (the “Redemption Threshold”) 18.00 per share for any 20 trading days within a 30-trading-day period ending on the third trading day Business Day prior to the notice of redemption to Public Warrant holders and (iiB) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued to the underwriter of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the Company. (b) The “Closing Price” of the ordinary shares Common Stock on any date of determination means: (i) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares Common Stock (regular way) as reported in on the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed New York Stock Exchange on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or, (ii) if the ordinary shares are Common Stock is not listed for trading on the New York Stock Exchange on that date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed, (iii) if the Common Stock is not so listedreported, the last quoted sales bid price for the ordinary shares Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iiiiv) if the ordinary shares are Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares Common Stock from at least three nationally recognized investment-investment banking firms that the Company selects for this purpose. Notwithstanding the foregoing, none of the Founders’ Warrants or Sponsors’ Warrants shall be redeemable at the option of the Company so long as they are held by the Initial Stockholders, Sponsor or a Permitted Transferee, provided that the fact that one or more Founders’ Warrants or Sponsors’ Warrants are non-redeemable by operation of this sentence shall not affect the Company’s right to redeem, pursuant to the other provisions of this Section 6(b), the Public Warrants and all Founders’ Warrants and Sponsors’ Warrants that are not held by the Initial Stockholders, the Sponsor or a Permitted Transferee. Any Founders’ Warrants, or Sponsors’ Warrant not held by the Initial Stockholders, the Sponsor, or a Permitted Transferee shall become Public Warrants and subject to the same terms and conditions hereunder as all other Public Warrants.

Redemption of Warrants. (a) The Company Warrants may call be redeemed at the Public Warrants for redemption option of the Company, in whole or in part, on either a selective or non-discriminatory basis, at a price of equal to $0.01 0.10 per Public Warrant, upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, (the "Redemption Price") at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only if, (i) commencing twelve (12) months after the date hereof if the First Average Closing Price has equaled Requirement (as hereafter defined) is satisfied or exceeded (ii) after their initial issuance by the Company if the Second Average Closing Price Requirement (as hereafter defined) is satisfied (with any such date of redemption referred to herein as the "Redemption Date"). The First Average Closing Price Requirement will be satisfied if the average closing bid price of the Common Stock as reported by the National Association of Securities Dealers, Inc. electronic interdealer quotation system ("Nasdaq") (or average closing sales price, if the Common Stock is quoted on the Nasdaq National Market System) equals or exceeds $15.00 (the “Redemption Threshold”) 3.00 per share of Common Stock for any 20 twenty (20) trading days within a period of thirty (30-trading-day period ) consecutive trading days ending on the third fifth trading day prior to the date of the notice of redemption. The Second Average Closing Price Requirement will be satisfied if the average closing bid or, if applicable, closing sales price as determined and for the periods specified in the preceding sentence exceeds $4.00. On the Redemption Date, the holders of record of redeemed Warrants shall be entitled to payment of the Redemption Price upon surrender of such redeemed Warrants to the Company at the principal office of the Warrant Agent in New York, New York. Notice of redemption of Warrants shall be given at least twenty (20) and not more than forty-five (45) calendar days prior to Public Warrant holders and (ii) at all times between the date Redemption Date by mailing, by registered or certified mail, return receipt requested, a copy of such notice to all of redemption and the redemption date a registration statement is holders of record of Warrants to be redeemed at their respective addresses appearing on the books or transfer records of the Company or such other address designated in effect covering writing by the holder of record to the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is available. Notwithstanding the foregoing, the Warrants issued Agent not less than sixty (60) calendar days prior to the underwriter Redemption Date and shall be effective upon receipt. In addition, notice of the Company’s initial public offering pursuant to their unit purchase option, shall such redemption will be published in The Wall Street Journal not be redeemable by the Company. less than ten (b10) The “Closing Price” of the ordinary shares on any date of determination means: (i) the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purpose.nor more

Redemption of Warrants. (a) The A. At any time on or after the Warrants have been separately tradable, the Company may call may, at its option, redeem some or all of the Public outstanding Warrants for redemption at a price of $0.01 0.05 per Public Warrant, upon not less than 30 thirty (30) days’ ' prior written notice notice, if the closing sale price of redemption to each Public Warrant holderthe Common Stock on the American Stock Exchange or any other national securities exchange, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 aboveor the closing bid quotation on the American Stock Exchange, if, and only if, (i) the Closing Price has equaled or exceeded $15.00 _____ for ten (the “Redemption Threshold”10) per share for any 20 consecutive trading days within a 30-trading-day period ending on preceding the third trading day prior to the date notice of redemption is given (the "Redemption Price"). In the event of an adjustment in the Warrant Price pursuant to Public Warrant holders Section 8, the Redemption Price shall also be automatically adjusted. In order to redeem the Warrants, the Company must have on file with the Securities and (ii) at all times between the date of such notice of redemption and the redemption date Exchange Commission a current registration statement is in effect covering pertaining to the Warrant Shares issuable upon exercise Common Stock underlying the Warrants. B. The election of the Public Warrants and a current prospectus relating Company to those Warrant Shares is available. Notwithstanding the foregoing, redeem some or all of the Warrants issued to the underwriter shall be evidenced by a resolution of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by Board of Directors of the Company. C. Warrants may be exercised at any time on or before the date fixed for redemption (b) The “Closing Price” the "Redemption Date"). D. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the ordinary shares on any date Redemption Date, to each holder of determination meansWarrants, at his address appearing in the Warrant register. All notices of redemption shall state: (i1) The Redemption Date; (2) That on the closing sale price Redemption Date the Redemption Price will become due and payable upon each Warrant; (3) The place where such Warrants are to be surrendered for the regular trading session (without considering after hours or other trading outside regular trading session hours) redemption and payment of the ordinary shares Redemption Price; and (regular way4) as reported in The current Warrant Price of the composite transactions Warrants, the place or places where such Warrants may be surrendered for exercise, and the principal United States securities exchange on time at which the ordinary shares are so listed on that date (or, if no closing price is reported, right to exercise the last reported sale price during that regular trading session), or (ii) if the ordinary shares are not so listed, the last quoted sales price for the ordinary shares as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for Warrants will terminate in accordance with this purposeAgreement.

Redemption of Warrants. (a) The Commencing on ____________, 1998, the Warrants are subject to redemption by the Company may call the Public Warrants for redemption at a price of $0.01 .05 per Public Warrant, upon Warrant on not less than 30 days’ ' prior written notice to the holders of Warrants, provided that the daily trading price per share of Common Stock has been at least $______ (200% of the closing bid price for the Company's Common Stock on the effective date of Registration Statement No. 333-21547) for a period of at least ten consecutive trading days ending within ten days prior to the date upon which the notice of redemption to each Public Warrant holder, at any time after such Public Warrants have become exercisable pursuant to Section 6.1 above, if, and only ifis given. For purposes of determining the daily trading price of the Company's Common Stock, (i) if the Closing Price Common Stock is listed on a national securities exchange, is admitted to unlisted trading privileges on a national securities exchange, or is quoted on a trading system of the National Association of Securities Dealers, Inc. such as the NASDAQ Small Cap Market or the NASDAQ/NMS, then the last reported sale price of the Common Stock on such exchange or system each day shall be used, but if no such sale has equaled occurred on such day or exceeded $15.00 (if the “Redemption Threshold”) per share last sale price is not reported, then the average of the closing bid prices for any 20 trading days within a 30-trading-the Common Stock for such day period ending on the third trading day prior to the notice of redemption to Public Warrant holders and such exchange or system shall be used; or (ii) at all times between if the Common Stock is not then traded on any such exchange or system, then the average of the daily bid prices for the Company's Common Stock reported by the National Quotation Bureau, Inc. each day shall be used if the Company's Common Stock is included in the National Quotation System. The Warrants will be exercisable until the close of the business day preceding the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Public Warrants and a current prospectus relating to those Warrant Shares is availablefixed for redemption, if any. Notwithstanding the foregoing, the Company will not be entitled to call any of the Warrants issued for redemption or redeem any of the Warrants at a time when the Warrants are not exercisable because the Company has not maintained a current registration statement as described in Section 4 hereof. On the redemption date, the Warrant Holders of record of redeemed Warrants shall be entitled to payment of the Redemption price upon surrender of such redeemed Warrants to the underwriter Company at the principal office of the Company’s initial public offering pursuant to their unit purchase option, shall not be redeemable by the CompanyWarrant Agent. (b) The “Closing Price” Notice of redemption of any Warrants shall be given by mailing, by registered or certified mail, return receipt requested, a copy of such notice to all of the ordinary shares affected Warrant Holders of record as of two days prior to the mailing date at their respective addresses appearing on the books or transfer records of the Company or such other address designated in writing by the Warrant Holder of record to the Warrant Agent not less than seventy-five (75) days prior to the redemption date and shall be effective upon receipt. (c) Notwithstanding any date other provision of determination means: this Agreement, from and after the redemption date, all rights of the affected Warrant Holders (except the right to receive the Redemption Price) shall terminate, but only if (i) on or prior to the closing sale price redemption date the Company shall have irrevocably deposited with the Warrant Agent, as paying agent, a sufficient amount to pay on the redemption date the Redemption Price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the ordinary shares (regular way) as reported in the composite transactions all Warrants called for the principal United States securities exchange on which the ordinary shares are so listed on that date (or, if no closing price is reported, the last reported sale price during that regular trading session), or redemption and (ii) if the ordinary shares notice of redemption shall have stated the name and address of the Warrant Agent and the intention of the Company to deposit such amount with the Warrant Agent on or before the redemption date. (d) The Warrant Agent shall pay to the Warrant Holders of record of redeemed Warrants all monies received by the Warrant Agent for the redemption of Warrants to which the Warrant Holders of record of such redeemed Warrants are entitled under the provisions of this Agreement. (e) Any amounts deposited with the Warrant Agent which are not so listedrequired for redemption of the Warrants may be withdrawn by the Company. Any amounts deposited with the Warrant Agent which shall be unclaimed after six (6) months after the redemption date may be withdrawn by the Company, and thereafter the Warrant Holders of the Warrants called for redemption for which such funds were deposited shall look solely to the Company for payment. The Company shall be entitled to the interest , if any, on funds deposited with the Warrant Agent, and the Warrant Holders of redeemed Warrants shall have no right to any such interest. (f) If the Company fails to make a sufficient deposit with the Warrant Agent as provided above, the last quoted sales price Warrant Holders of any Warrants called for redemption may at the option of the Warrant Holder (i) by notice to the Company declare the notice of redemption a nullity, or (ii) maintain an action against the Company for the ordinary shares as reported by Redemption Price. If the OTC Bulletin BoardWarrant Holder brings such an action the Company will pay reasonable attorneys' fees of the Warrant Holder. If the Warrant Holder fails to bring an action against the Company for Redemption Price within ninety (90) days after the redemption date, the National Quotation Bureau Warrant holder shall be deemed to have elected to declare the notice of redemption to be a nullity and such notice shall be without any force or similar organization, or (iii) if the ordinary shares are not so quoted, the average of the mid-point of the last bid and ask prices for the ordinary shares from at least three nationally recognized investment-banking firms that the Company selects for this purposeeffect.