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").
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").
QuickLinks -- Click here to rapidly navigate through this documentTreehouse Partners CORP • October 31st, 2005 • 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.
INVESTMENT MANAGEMENT TRUST AGREEMENTManagement 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 documentTreehouse Partners CORP • October 31st, 2005 • 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.
