TC ACQUISITION CORP. UNDERWRITING AGREEMENTWarrant 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
TC ACQUISITION CORP.TC Acquisition Corp. • August 8th, 2006 • 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.
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").
QuickLinks -- Click here to rapidly navigate through this documentTC Acquisition Corp. • August 8th, 2006 • 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.
INVESTMENT MANAGEMENT TRUST AGREEMENTManagement 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").
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").
