REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 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 • May 16th, 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:
6,000,000 Units TRANSTECH SERVICES PARTNERS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
The undersigned, Transtech Services Partners Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative 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. • May 16th, 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].
4,500,000 Units TRANSTECH SERVICES PARTNERS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2007 • TransTech Services Partners Inc. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 16th, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2006 • TransTech Services Partners Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ] 2006, 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”).
TRANSTECH SERVICES PARTNERS INC. SELECTED DEALER AGREEMENTSelected Dealer Agreement • December 8th, 2006 • TransTech Services Partners Inc. • Blank checks • New York
Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment, underwritten offering (the “Offering”) to sell 6,000,000 units (the “Units”)1 of TransTech Services Partners Inc., a Delaware corporation (the “Company”) as described in the prospectus for the Offering (the “Prospectus”). Maxim is hereby inviting the entity signatory hereto (the “Selected Dealer”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “Agreement”), Maxim hereby approves such signatory as a Selected Dealer in connection with the Offering.
SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • May 16th, 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;
ContractTransTech Services Partners Inc. • October 19th, 2006 • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
STOCK ESCROW AND VOTING AGREEMENTStock Escrow and Voting Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
THIS STOCK ESCROW AND VOTING AGREEMENT, dated as of , 2006 (the “Agreement”), by and among TRANSTECH SERVICES PARTNERS INC., a Delaware corporation (the “Company”), MAXIM GROUP LLC, a New York limited liability company (“Maxim”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
This Agreement is made as of [ ], 2006, by and between TransTech Services Partners Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 18th day of September, 2006 for the benefit of TransTech Services Partners Inc., a Delaware corporation (the “Company”), having its principal place of business at 445 Fifth Avenue, Suite 30H, New York, New York, and by the person or entity listed on the signature page hereto under the heading “Subscriber” (the “Subscriber”).
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”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • October 19th, 2006 • TransTech Services Partners Inc. • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of [ ], 2006 (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”).
September , 2006 Lotus Capital LLCTransTech Services Partners Inc. • October 19th, 2006
