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").
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.
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").
