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initial public offering

Underwriting Agreement

initial public offering | Document Parties: TRANSTECH SERVICES PARTNERS INC. | Maxim Group LLC You are currently viewing:
This Underwriting Agreement involves

TRANSTECH SERVICES PARTNERS INC. | Maxim Group LLC

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Title: initial public offering
Governing Law: New York     Date: 10/19/2006

initial public offering, Parties: transtech services partners inc. , maxim group llc
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Exhibit 10.4

 

[                       ], 2006

 

TransTech Services Partners Inc.
445 Fifth Avenue, Suite 30H
New York, New York 10016

 

Maxim Group LLC
405 Lexington Avenue
New York, New York 10174

 

Re:                                TransTech Services Partners Inc. (the “ Company ”)

 

Gentlemen:

 

The undersigned, in consideration of Maxim Group LLC (“ Maxim ”) entering into a letter of intent (“ Letter of Intent ”) to underwrite an initial public offering of the securities of the Company (“ IPO ”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph VI hereof):

 

I. (1) In the event that the Company fails to consummate a Business Combination within 18 months from the effective date (“ Effective Date ”) of the registration statement relating to the IPO (or 24 months under the circumstances described in the prospectus relating to the IPO (such later date being referred to herein as the “ Termination Date ”)), the undersigned shall (A) take all such action reasonably within its power as is necessary to dissolve the Company and liquidate the Trust Account to holders of IPO Shares (i) as soon as reasonably practicable, (ii) after approval of the Company’s stockholders, (iii) subject to the requirements of the Delaware General Corporation Law (the “ GCL ”), including voting for the adoption of a resolution by the board of directors, prior to such Termination Date, pursuant to Section 275(a) of the GCL, finding the dissolution of the Company advisable and (iv) causing the preparation of such notices as are required by said Section 275(a) of the GCL as promptly thereafter as possible; (B) cause the board of directors to convene and adopt a plan of dissolution and distribution, vote his shares in favor of any plan of dissolution and distribution recommended by the board of directors, and seek stockholder approval for the plan of dissolution and distribution; and (C) on the date of any such adoption, cause the Company to prepare and file a proxy statement with the Securities and Exchange Commission setting out the plan of dissolution and distribution.

 

(2) If the Company seeks approval from its stockholders to consummate a Business Combination within 90 days of the expiration of 24 months from the Effective Date, the undersigned agrees to take all such action reasonably within its power as is necessary to ensure that the proxy statement related to such Business Combination will seek stockholder approval for the plan of dissolution and distribution in the event the stockholders do not approve the Business Combination.

 

(3) If no proxy statement seeking the approval of the stockholders for a Business Combination has been filed within 30 days prior to the date which is 24 months from the date of

 



 

the IPO, the undersigned agrees to take, prior to such date, all such action reasonably within its power as is necessary to convene and adopt a plan of dissolution and distribution and on such date file a proxy statement with the SEC seeking stockholder approval for such plan.

 

(4) Except with respect to any of the IPO Shares acquired by the undersigned in connection with or following the IPO, the undersigned hereby (a) waives any and all right,


 
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