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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
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