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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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