6,000,000 Units TRANSTECH SERVICES PARTNERS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
The undersigned, Transtech Services Partners Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
This Warrant Agreement (this “Agreement”) made as of , 2006 between TransTech Services Partners Inc., a Delaware corporation, with offices at 445 Fifth Avenue, Suite 30H, New York, New York 10016 (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 19th, 2006 • TransTech Services Partners Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ] 2006, by and among TransTech Services Partners Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ContractWarrant Agreement • October 19th, 2006 • TransTech Services Partners Inc. • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
STOCK ESCROW AND VOTING AGREEMENTStock Escrow and Voting Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
THIS STOCK ESCROW AND VOTING AGREEMENT, dated as of , 2006 (the “Agreement”), by and among TRANSTECH SERVICES PARTNERS INC., a Delaware corporation (the “Company”), MAXIM GROUP LLC, a New York limited liability company (“Maxim”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
This Agreement is made as of [ ], 2006, by and between TransTech Services Partners Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 18th day of September, 2006 for the benefit of TransTech Services Partners Inc., a Delaware corporation (the “Company”), having its principal place of business at 445 Fifth Avenue, Suite 30H, New York, New York, and by the person or entity listed on the signature page hereto under the heading “Subscriber” (the “Subscriber”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of [ ], 2006 (this “Agreement”), by and among TRANSTECH SERVICES PARTNERS INC., a Delaware corporation (the “Company”), the undersigned parties listed under Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
September , 2006 Lotus Capital LLCService Agreement • October 19th, 2006 • TransTech Services Partners Inc.
