Exhibit B Registration Rights Agreement Sample Contracts

TRC Companies, Inc. – Series a Preferred Stock Purchase Agreement Between Trc Companies, Inc., and the Purchasers Named on Schedule I Hereto Dated as of June 1, 2009 (June 1st, 2009)

This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into this 1st day of June, 2009 by and between TRC Companies, Inc., a Delaware corporation (the Company), on the one hand, and the entities and individuals as listed on Schedule I attached hereto, as such Schedule I may be amended from time to time as set forth herein (the Purchasers), on the other hand. Certain terms used and not otherwise defined in the text of this Agreement are defined in Appendix A hereof.