Treehouse Partners CORP Sample Contracts

TC ACQUISITION CORP. UNDERWRITING AGREEMENT
Warrant 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

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 4th, 2005 • Treehouse Partners CORP • Blank checks • New York

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

REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Warrant 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").

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 26th, 2005 • Treehouse Partners CORP • Blank checks • 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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Treehouse 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.

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.

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Underwriting Agreement • August 4th, 2005 • Treehouse Partners CORP • 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 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 1 attached hereto are hereby incorporated by reference herein.

WARRANT AGREEMENT
Warrant 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").

INVESTMENT MANAGEMENT TRUST AGREEMENT
Management 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").

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Underwriting Agreement • August 26th, 2005 • Treehouse Partners CORP • 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 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.

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TC 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 AGREEMENT
Management 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 AGREEMENT
Private 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").

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Treehouse 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.

INDEMNITY AGREEMENT
Indemnity Agreement • August 4th, 2005 • Treehouse Partners CORP • Blank checks • Delaware

THIS INDEMNITY AGREEMENT, dated as of August , 2005, is made by and between Treehouse Partners Corporation, a Delaware corporation (the "Company"), and [ ] (the "Indemnitee"), an "Agent" (as hereinafter defined) of the Company.

WARRANT AGREEMENT
Warrant Agreement • August 4th, 2005 • Treehouse Partners CORP • Blank checks • New York

Agreement made as of , 2005 between Treehouse Partners Corporation, 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").

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