REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2007 • TransTech Services Partners Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [______] 2007, 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”).
WARRANT AGREEMENTWarrant Agreement • April 20th, 2007 • TransTech Services Partners Inc. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of , 2007 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”).
4,500,000 Units TRANSTECH SERVICES PARTNERS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2007 • TransTech Services Partners Inc. • Blank checks • New York
The undersigned, TransTech Services Partners Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Cowen and Company, LLC (“Cowen”) and Maxim Group LLC (“Maxim”, and together with Cowen, hereinafter referred to collectively as “you” or the “Representatives”) and with the other underwriters named on Schedule A hereto for which you are acting as Representatives (the Representatives and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES IT WILL NOT SELL,...TransTech Services Partners Inc. • April 20th, 2007 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) __________________, 2007 [SIX MONTHS FROM EFFECTIVE DATE] AND (II) THE CONSUMMATION BY TRANSTECH SERVICES PARTNERS INC. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (A “BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON __________________, 2010 [THREE YEARS FROM EFFECTIVE DATE].
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 20th, 2007 • TransTech Services Partners Inc. • Blank checks • New York
This Agreement is made as of [__________], 2007, by and between TransTech Services Partners Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • April 20th, 2007 • TransTech Services Partners Inc. • Blank checks • New York
WHEREAS, the Company and the Subscriber entered into a Subscription Agreement (the “Original Subscription Agreement”), dated as of September 18, 2006, pursuant to which the Subscribers agreed to purchase Units (as defined in the Original Subscription Agreement) of the Company;
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 20th, 2007 • TransTech Services Partners Inc. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of [ ], 2007 (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”).
