TC ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2006 • TC Acquisition Corp. • Blank checks • California
Merriman Curhan Ford & Co. As Representative of the several Underwriters 600 California Street, 9th Floor San Francisco, California 90108
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2005 • Treehouse Partners CORP • Blank checks • New York
This Agreement is made as of , 2005 by and between Treehouse Partners Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
WARRANT AGREEMENTWarrant Agreement • October 31st, 2005 • Treehouse Partners CORP • Blank checks • New York
Agreement made as of , 2005 between TC Acquisition Corp., a Delaware corporation, with offices at 1816 Fifth Street, Berkeley, California 94710 (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2005 • Treehouse Partners CORP • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2005, by and among TC Acquisition Corp., a Delaware corporation (the "Company") and each of the undersigned parties listed under Insiders on the signature page hereto (each, an "Insider" and collectively, the "Insiders").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 26th, 2005 • Treehouse Partners CORP • Blank checks • New York
This Agreement is made as of , 2005 by and between Treehouse Partners Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 8th, 2006 • TC Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2006 by and between TC Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
QuickLinks -- Click here to rapidly navigate through this documentLetter Agreement • October 31st, 2005 • Treehouse Partners CORP • 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 TC Acquisition Corp., a Delaware corporation (the "Company"), and Merriman Curhan Ford & Co., as Representative (the "Representative") of the several 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 comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant, which is exercisable for one share of Common Stock (the "Warrant"). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
TC ACQUISITION CORP.Service Agreement • August 8th, 2006 • TC Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of TC Acquisition Corp. ("TCAC") and continuing until the earlier of the consummation by TCAC of a "Business Combination" or TCAC's liquidation (as described in TCAC's IPO prospectus; such date the "Termination Date"), Law Offices of Tyler R. Meade shall make available to TCAC certain office, administrative support and secretarial services as may be required by TCAC from time to time, situated at 1816 Fifth Street, Berkeley, CA 94710. In exchange therefore, TCAC shall pay Law Offices of Tyler R. Meade the sum of $7,500.00 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
QuickLinks -- Click here to rapidly navigate through this documentUnderwriting Agreement • August 4th, 2005 • Treehouse Partners CORP • 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 Treehouse Partners Corporation, a Delaware corporation (the "Company"), and Merriman Curhan Ford & Co., as Representative (the "Representative") of the several 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 comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant, which is exercisable for one share of Common Stock (the "Warrant"). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
WARRANT AGREEMENTWarrant Agreement • August 8th, 2006 • TC Acquisition Corp. • Blank checks • New York
Agreement made as of , 2006 between TC Acquisition Corp., a Delaware corporation, with offices at 1816 Fifth Street, Berkeley, California 94710 (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 31st, 2005 • Treehouse Partners CORP • Blank checks • New York
This Agreement is made as of , 2005 by and between TC Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").
QuickLinks -- Click here to rapidly navigate through this documentLock-Up Agreement • August 26th, 2005 • Treehouse Partners CORP • 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 Treehouse Partners Corporation, a Delaware corporation (the "Company"), and Merriman Curhan Ford & Co., as Representative (the "Representative") of the several 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 comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant, which is exercisable for one share of Common Stock (the "Warrant"). The capitalized terms set forth on Schedule I attached hereto are hereby incorporated by reference herein.
QuickLinks -- Click here to rapidly navigate through this documentLetter Agreement • August 8th, 2006 • TC Acquisition Corp. • 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 TC Acquisition Corp., a Delaware corporation (the "Company"), and Merriman Curhan Ford & Co., as Representative (the "Representative") of the several 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 comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and two warrants, each exercisable for one share of Common Stock (the "Warrants"). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
PRIVATE PLACEMENT UNIT AGREEMENTPrivate Placement Unit Agreement • August 8th, 2006 • TC Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT UNIT AGREEMENT (this "Agreement") made as of this day of , 2006 by and among TC Acquisition Corp., a Delaware corporation (the "Company"), Merriman Curhan Ford & Co. ("Merriman"), as representative of the underwriters in the IPO (defined below) (solely for purposes of Sections 6 and 9 hereof) and MGS Partners, LLC (the "Purchaser").
QuickLinks -- Click here to rapidly navigate through this documentLock-Up Agreement • October 31st, 2005 • Treehouse Partners CORP • 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 TC Acquisition Corp., a Delaware corporation (the "Company"), and Merriman Curhan Ford & Co., as Representative (the "Representative") of the several 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 comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant, which is exercisable for one share of Common Stock (the "Warrant"), and the direct offering (the "Direct Offering") of certain Units to MGS Partners, LLC. The Units sold in the Direct Offering will be identical to the Units sold in the IPO. The capitalized terms set forth on Schedule I attached hereto are hereby incorporated by reference herein.
INDEMNITY AGREEMENTIndemnity Agreement • August 4th, 2005 • Treehouse Partners CORP • Blank checks • Delaware
THIS INDEMNITY AGREEMENT, dated as of August , 2005, is made by and between Treehouse Partners Corporation, a Delaware corporation (the "Company"), and [ ] (the "Indemnitee"), an "Agent" (as hereinafter defined) of the Company.
WARRANT AGREEMENTWarrant Agreement • August 4th, 2005 • Treehouse Partners CORP • Blank checks • New York
Agreement made as of , 2005 between Treehouse Partners Corporation, a Delaware corporation, with offices at 1816 Fifth Street, Berkeley, California 94710 (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").
