Exhibit 10.7
STOCK ESCROW AND VOTING
AGREEMENT
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 ”).
WHEREAS, the Company has entered
into an Underwriting Agreement, dated
,
2006, with Maxim, acting as representative of the several
underwriters (collectively, the “ Underwriters
”), pursuant to which, among other matters, the Underwriters
have agreed to purchase and offer to the public (the “
Offering ”) 6,000,000 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 (“ Common Stock ”), and one Warrant, each
Warrant to purchase one share of Common Stock, all as more fully
described in the Company’s final Prospectus, dated
[
] , 2006, comprising part of the Company’s
Registration Statement on Form S-1
(File No. 333-[ ])
under the Securities Act of 1933, as amended, declared effective on
[
] , 2006;
WHEREAS, as partial consideration
for its services as representative of the Underwriters, the Company
has agreed to issue to Maxim 60,000 shares of Common Stock
(collectively, the “ Maxim Shares ”);
WHEREAS, Maxim has agreed, as a
condition of the issuance of such shares, to deposit the Maxim
Shares, in escrow, and to vote such shares, as hereinafter
provided; and
WHEREAS, the Company and Maxim
desire that the Escrow Agent accept the Escrow Shares, 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 Maxim
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 Shares . On the closing date of the
Offering, and on each subsequent closing, if any, of the sale of
Units pursuant to the exercise of the Underwriters’
over-allotment option, the Company shall deliver to the Escrow
Agent certificates representing the Maxim Shares to which Maxim is
entitled, to be held and disbursed subject to, the terms and
conditions of this Agreement. Maxim acknowledges that the
certificates representing the Maxim Shares will be legended to
reflect the deposit of such Maxim Shares under this
Agreement.
3
Disbursement
of the Escrow Shares . The Escrow Agent shall hold
the Maxim Shares until the consummation of a Business Combination
(as such term is defined in the Registration Statement) by the
Company (the “ Escrow
Period ”), on which date it
shall, upon
written instructions from
Maxim, disburse the Maxim Shares to Maxim; 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 Maxim Shares. The Escrow
Agent shall have no further duties hereunder after the disbursement
or destruction of the Maxim Shares in accordance with this
Section 3.
4
Rights of
Maxim in the Maxim Shares .
4.1
Voting Rights
as a Stockholder . Maxim shall retain all of
its rights as a stockholder of the Company during the Escrow
Period, including, without limitation, the right to vote the Maxim
Shares. Notwithstanding the foregoing, Maxim hereby agrees that it
will vote the Maxim Shares, (a) in connection with the
consideration of a Business Combination, in accordance with the
majority of the shares of Common Stock voted by stockholders
purchasing shares on the Offering, and (b) in connection with
the consideration of a plan of dissolution and liquidation of the
company, in favor of such plan.
4.2
Dividends and
Other Distributions in Respect of the Escrow Shares
. During the
Escrow Period, all dividends payable in cash with respect to the
Maxim Shares shall be paid to Maxim, 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 “Maxim Shares” shall be deemed to
include the Non-Cash Dividends distributed thereon, if
any.
4.3
Restrictions
on Transfer . During the Escrow
Period, Maxim shall not (a) sell, transfer or otherwise
dispose of any or all of the Maxim Shares, to any entity, or
(b) pledge or grant a security interest in the Maxim Shares or
grant a security interest in its rights under this
Agreement.
4.4
Waiver of
Rights Upon Liquidation . Maxim hereby waives
any and all right, title, interest or claim of any kind in or to
any liquidating distributions by the Company i
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