0001047469-05-022087 Sample Contracts

TREEHOUSE PARTNERS CORPORATION UNDERWRITING AGREEMENT

Underwriting Agreement • August 26th, 2005 • Treehouse Partners CORP • Blank checks • California

• Contract Type
  Underwriting Agreement
• Filed
  August 26th, 2005
• Company
  Treehouse Partners CORP
• Industry
  Blank checks
• Jurisdiction
  California

Merriman Curhan Ford & Co. As Representative of the several Underwriters 600 California Street, 9th Floor San Francisco, California 90108

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • August 26th, 2005 • Treehouse Partners CORP • Blank checks • New York

• Contract Type
  Registration Rights Agreement
• Filed
  August 26th, 2005
• Company
  Treehouse Partners CORP
• Industry
  Blank checks
• Jurisdiction
  New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2005, by and among Treehouse Partners Corporation, 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 AGREEMENT

Investment Management Trust Agreement • August 26th, 2005 • Treehouse Partners CORP • Blank checks • New York

• Contract Type
  Investment Management Trust Agreement
• Filed
  August 26th, 2005
• Company
  Treehouse Partners CORP
• Industry
  Blank checks
• Jurisdiction
  New York

This Agreement is made as of , 2005 by and between Treehouse Partners Corporation (the "Company") and Continental Stock Transfer & Trust Company ("Trustee").

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Letter Agreement • August 26th, 2005 • Treehouse Partners CORP • Blank checks • New York

• Contract Type
  Letter Agreement
• Filed
  August 26th, 2005
• Company
  Treehouse Partners CORP
• Industry
  Blank checks
• Jurisdiction
  New York

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Lock-Up Agreement • August 26th, 2005 • Treehouse Partners CORP • Blank checks • New York

• Contract Type
  Lock-Up Agreement
• Filed
  August 26th, 2005
• Company
  Treehouse Partners CORP
• Industry
  Blank checks
• Jurisdiction
  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.