SECURITIES ESCROW AGREEMENT

 

Exhibit 10.6

 

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”).

 

WHEREAS, the Company has entered into an Underwriting Agreement, dated [_______     ], 2007 (“Underwriting Agreement”), with Cowen and Company LLC (“Cowen”) and Maxim Group LLC (“Maxim” together with Cowen, the “Representatives”) acting as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase up to 5,175,000 units (the “Units”) of the Company’s securities.  Each Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one Warrant, each Warrant to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus, dated [               ], 2007 (the “Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-138080) under the Securities Act of 1933, as amended (the “Registration Statement”), declared effective on [                    ], 2007 (the “Effective Date”); 

 

WHEREAS, the Initial Stockholders have agreed as a condition of the sale of the Units to deposit those securities of the Company owned by them which are set forth opposite their respective names on Exhibit A attached hereto (collectively, the “Escrow Securities”), in escrow with the Escrow Agent as hereinafter provided; and

 

WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Appointment of Escrow Agent.  The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.

 

2. Deposit of Escrow Securities.  On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his or her respective Escrow Securities, to be held and disbursed subject to the terms and conditions of this Agreement.  Each Initial Stockholder acknowledges that the certificate representing his or her Escrow Securities is legended to reflect the deposit of such Escrow Securities under this Agreement.

 

3. Disbursement of the Escrow Securities.

 

3.1 Except as set forth herein and in Section 3.2 below, the Escrow Agent shall hold the Escrow Securities until the earlier of (a) the first anniversary of the consummation of a Business Combination (as such term is defined in the Third Amended and Restated Certificate of Incorporation of the Company) by the Company and (b) the third anniversary of the Effective Date (the “Escrow Period”), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow Securities to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3.

 

3.2 Upon written instructions from the Company advising that a Business Combination has been consummated and that one or more of the public stockholders has determined to exercise the right to redeem their shares for cash described in the Registration Statement, the Escrow Agent will release and deliver to the Company for cancellation on a pro rata basis certificates representing that number of escrow shares of Common Stock (not to exceed _________ in the aggregate) which is equal to the quotient obtained by dividing (i) the total number of shares redeemed by (ii) _____. By way of illustration, for each ____ shares redeemed, up to ________ shares, one share of Common Stock will be surrendered for cancellation. Such instructions set forth both the number of shares the Company is redeeming and the number of shares of Common Stock to be delivered to the Company for cancellation.

 

4. Rights of Initial Stockholders in Escrow Securities.

 

4.1 Voting Rights as a Stockholder.  Subject to the terms of the Insider Letter described in Section 4.4 hereof, and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote their Escrow Securities.

 

4.2 Dividends and Other Distributions in Respect of the Escrow Securities.  During the Escrow Period, all dividends payable in cash with respect to the Escrow Securities shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property (the “Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.  As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

 

4.3 Restrictions on Transfer .  Except as set forth in Section 3.2, during the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Securities except, with respect to (a) an entity that is an Initial Stockholder, to any person or entity controlling, controlled by, or under common control with, such Initial Stockholder, and (b) with respect to an Initial Stockholder who is an individual, (i) to an entity controlled by such Initial Stockholder or to a member of Initial Stockholder’s immediate family or to a trust, the beneficiary of which is an Initial Stockholder or a person related to an Initial Stockholder’s by blood, marriage or adoption, or (ii) by virtue of the laws of descent and distribution upon death of any Initial Stockholder; provided, however, that such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Initial Stockholder transferring the Escrow Securities.  During the Escrow Period, no Initial Stockholder shall pledge or grant a security interest in his, her or its Escrow Securities or grant a security interest in his, her or its rights under this Agreement.

 

4.4 Insider Letters.  Each of the Initial Stockholders has executed a letter agreement with the Representatives and the Company, dated as indicated on Exhibit A hereto, and which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Initial Stockholder in certain events, including, but not limited to, the liquidation of the Company.

 

5. Concerning the Escrow Agent.

 

5.1 Good Faith Reliance.  The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons.  The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

 

5.2 Indemnification.  The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent.  Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing.  In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow Securities pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed and delivered.  The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.

 

5.3 Compensation.  The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder.  The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all legal counsel and agents’ fees and disbursements and all taxes or other governmental charges.

 

5.4 Further Assurances.  From time to time, on and after the date hereof, the Company and the Initial Stockholders shall deliver, or cause to be delivered, to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

 

5.5 Resignation.  The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided.  Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Securities held hereunder.  If no new escrow agent is so appointed within the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Securities with any court it reasonably deems appropriate.

 

5.6 Discharge of Escrow Agent.  The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the Company and a majority of the Initial Stockholders, jointly; provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.

 

5.7 Liability.  Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

 

6. Miscellaneous.

 

6.1 Governing Law.  This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the New York.

 

6.2 Third Party Beneficiaries.  Each of the Initial Stockholders hereby acknowledges that the Underwriters are third-party beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representatives.

 

6.3 Entire Agreement.  This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to be charged and by the Representatives.

 

6.4 Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

 

6.5 Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns.

 

6.6 Notices.  Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:

 

If to the Company, to:

 

TransTech Services Partners Inc.

445 Fifth Avenue, Suite 30H

New York, New York 10016

Attn:   Chief Executive Officer

If to a Stockholder, to his or her address set forth in Exhibit A;

 

And if to the Escrow Agent, to:

 

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn:   Chairman

A copy of any notice sent hereunder shall be sent to:

 

Katten Muchin Rosenman LLC

575 Madison Avenue

New York, New York 10022

Attn:  Howard S. Jacobs, Esq.

and:

 

Cowen and Company, LLC

1221 Avenue of the Americas

New York, New York 10020

Attn: Ted Thoma

and:

 

Maxim Group, LLC

405 Lexington Avenue

New York, New York 10174

Attn:   Clifford A. Teller, Director of Investment Banking

and:

 

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attn:   Jack I. Kantrowitz

and:

 

Ellenoff Grossman & Schole LLP

370 Lexington Avenue

New York, New York 10017

Attn: Douglas S. Ellenoff, Esq.

The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for giving notice.

 

6.7 Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

 

6.8 Counterparts. This Agreement may be executed in several counterparts, each one of which may be delivered by facsimile transmission and each of which shall constitute an original, and together shall constitute but one instrument.

 

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. 

 

	TRANSTECH SERVICES PARTNERS INC.
	By: _______________________________ Name: Suresh Rajpal Title: Chief Executive Officer
	INITIAL STOCKHOLDERS:
	TSP Ltd.     By: __________________________________
	Name:
	Title:
	Lotus Capital LLC     By: __________________________________
	Name: LM Singh
	Title:
	Canak Associates LLC     By: __________________________________
	Name: Chandru Jagwani
	Title:
	__________________________________
	Suresh Rajpal
	__________________________________
	LM Singh
	__________________________________
	Frederick Smithline

 

	___________________________________
	Susan Smithline
	___________________________________
	Dr. Pervez Ahmed
	___________________________________
	Chandru Jagwani
Continental Stock Transfer & Trust Company
By:_________________________________
Name: Steve Nelson
Title: Chairman

 

 

 

 

Name and Address		Shares (#)		Share Cert. No.	Date of Insider Letter
TSP Ltd. c/o Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda		533,919
Suresh Rajpal 445 Fifth Avenue, Suite 30H New York, New York 10016		255,405
LM Singh 445 Fifth Avenue, Suite 30H New York, New York 10016		109,460
Frederick Smithline Three Park Avenue, 16th Floor New York, New York 10016		27,365
Susan Smithline Three Park Avenue, 16th Floor New York, New York 10016		27,365
Dr. Pervez Ahmed
445 Fifth Avenue Suite 30H New York, New York 10016		7,297
Chandru Jagwani 445 Fifth Avenue, Suite 30H New York, New York 10016		43,784
Lotus Capital LLC 445 Fifth Avenue, Suite 30H New York, New York 10016		72,973
Canak Associates LLC 445 Fifth Avenue, Suite 30H New York, New York 10016		47,432