WILLIAM BLAIR & COMPANY, L.L.C. UNDERWRITING AGREEMENT TNS, INC. 7,780,255 Shares of Common StockUnderwriting Agreement • September 27th, 2005 • GTCR Fund Vii Lp • Services-business services, nec • New York
TNS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 1,200,000 shares of common stock, par value $0.001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 6,580,255 shares of Stock. The shares of Stock to be sold by the Company are herein called the “Company Shares” and the shares of Stock to be sold by the Selling Stockholders are herein called the “Selling Stockholder Shares”, collectively, the “Underwritten Shares”. The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an aggregate of 900,000 additional shares of Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. This
