LEHMAN BROTHERS INC. J.P. MORGAN SECURITIES INC. FORM OF UNDERWRITING AGREEMENT TNS, INC. 5,250,000 Shares of Common StockLehman • October 4th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • New York
TNS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,084,744 shares of common stock, par value $0.001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 4,165,256 shares of Stock. The shares of Stock to be sold by the Company are herein called the “Company Shares” and the shares of Stock to be sold by the Selling Stockholders are herein called the “Selling Stockholder Shares”, collectively, the “Underwritten Shares”. The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an aggregate of 501,118 additional shares of Stock (the “Company Option Shares”) and certain Selling Stockholders also propose to sell to the Underwriters, at the
Lehman Brothers Inc. 745 Seventh Avenue New York, N.Y. 10019 Ladies and Gentlemen:GTCR Fund Vii Lp • October 4th, 2004 • Services-business services, nec • New York
The undersigned understands that you, as Representative of the several Underwriters named in Schedule I of this Letter Agreement (the “Underwriters”) and any stockholders selling shares in the Public Offering (defined below) (the “Selling Stockholders”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with TNS, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters, of common stock, $0.001 par value per share of the Company (the “Common Stock”).
