TREEHOUSE PARTNERS CORPORATION UNDERWRITING AGREEMENTWarrant Agreement • August 26th, 2005 • Treehouse Partners CORP • Blank checks • California
Merriman Curhan Ford & Co. As Representative of the several Underwriters 600 California Street, 9th Floor San Francisco, California 90108
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 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 Treehouse Partners Corporation, 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").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment 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").
QuickLinks -- Click here to rapidly navigate through this documentTreehouse Partners CORP • August 26th, 2005 • Blank checks • New York
QuickLinks -- Click here to rapidly navigate through this documentUnderwriting 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.
