FORM OF WARRANT AGREEMENT] GSC ACQUISITION COMPANY and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent _______________________________ WARRANT AGREEMENT Dated as of [ ], 2007Warrant Agreement • January 16th, 2007 • GSC Acquisition Co • Blank checks • New York
Form of Right of First Review Agreement for GSC Group, Inc.]Right of First Review Agreement • January 16th, 2007 • GSC Acquisition Co • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GSC Acquisition Company, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, which is exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 5 hereof.
