Exhibit
      10.11


    AMENDED
      AND RESTATED SUBSCRIPTION AGREEMENT

     

    AMENDED
      AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”)
      made
      as of this 14th
      day of
      February, 2007 for the benefit of TransTech Services Partners Inc., a Delaware
      corporation (the “Company”),
      having its principal place of business at 445 Fifth Avenue, Suite 30H, New
      York,
      New York, and by the person or entity listed on the signature page hereto under
      the heading “Subscriber” (the “Subscriber”).

     

    WHEREAS,
      the Company and the Subscriber entered into a Subscription Agreement (the
“Original
      Subscription Agreement”),
      dated
      as of September 18, 2006, pursuant to which the Subscribers agreed to purchase
      Units (as defined in the Original Subscription Agreement) of the
      Company;

    


    WHEREAS,
      the parties intend this Agreement to modify, amend and supersede to Original
      Subscription Agreement;

    


    WHEREAS,
      the Company desires to sell an aggregate of 1,025,000 warrants (the
“Warrants”)
      to
      purchase 1,025,000 shares of the Company’s common stock, par value $.0001 per
      share (the “Common
      Stock”),
      for a
      purchase price of $1.20 per Warrant (i.e.,
      an
      aggregate purchase price of $1,230,000); and

     

    WHEREAS,
      the offer and sale of the Warrants (the “Offering”)
      are
      being made in reliance upon the provisions of Regulation D ("Regulation
      D")
      promulgated by the Securities and Exchange Commission (the "SEC")
      under
      the Securities Act of 1933, as amended (the "Securities
      Act");

     

    NOW,
      THEREFORE, for and in consideration of the premises and the mutual covenants
      hereinafter set forth, the Company and the Subscriber do hereby agree as
      follows

     

    1.  Agreement
      to Subscribe

     

    1.1  Purchase
      and
      Issuance of the Warrants.
      The
      Subscriber is hereby subscribing for the number of Warrants indicated on the
      signature page hereto by the caption, “Number of Warrants Being Subscribed” (the
      "Subscriber's
      Warrants"),
      which
      Subscriber’s Warrants will be issued to the Subscriber, or his affiliates or
      designees. The aggregate purchase price for the Subscriber’s Warrants (the
“Purchase
      Price”)
      is
      indicated on the signature page hereto by the caption, “Purchase Price”.


     

    1.2  Delivery
      of the Purchase Price.
      Upon
      execution of this Agreement, the Subscriber is hereby bound to fulfill his
      or
      its obligations hereunder and hereby irrevocably commits to deliver to the
      Company on the date of Closing (as hereinafter defined) the Purchase Price
      by
      bank check, wire transfer or such other form of payment as shall be acceptable
      to the Company, in its sole and absolute discretion, at the Closing. Any such
      check delivered to the Company shall be made payable to the order of "TransTech
      Services Partners Inc.” The Company shall deposit the Purchase Price into the
      trust account described in the registration statement (and any amendment
      thereto) (the “Registration
      Statement”)
      filed
      with the SEC relating to the Company’s proposed initial public offering of up to
      5,175,000 units of Common Stock and the Warrants (the "IPO").
      Subject to Section 5, the certificates for the Warrants comprising the
      Subscriber’s Warrants shall be delivered to the Purchaser promptly following the
      Closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3  Closing.
      The
      closing of the Offering (the "Closing")
      shall
      take place at the offices of the Company prior to the effective date of the
      IPO.

     

    2.  Representations
      and Warranties of the Subscriber

     

    The
      Subscriber represents and warrants to the Company that:

     

    2.1  No
      Government Recommendation or Approval.
      The
      Subscriber understands that no U.S. federal or state agency or similar agency
      of
      any other country, has passed upon or made any recommendation or endorsement
      of
      the Company or the Offering of the Warrants. 

     

    2.2  Investment
      Representations.
      The
      Subscriber is purchasing the Warrants for its or his own account without a
      view
      to any distribution thereof in violation of the Securities Act. The Subscriber
      represents that it (he) (i) is an “Accredited Investor” as that term is defined
      under Rule 501 under the Securities Act; (ii) has no contract, undertaking,
      agreement or arrangement with any person to sell, transfer or pledge to such
      person or anyone else the Warrants, the shares of Common Stock issuable upon
      exercise of the Warrants (the “Warrant
      Shares”
and
      together with the Warrants, the “Securities”),
      or
      any part thereof; (iii) has sufficient knowledge and experience in business
      matters to evaluate the merits and risks of the investment; (iv) has no need
      for
      liquidity of its or his investment and (v) would be able to bear the economic
      risk of a complete loss of its or his proposed investment hereunder. The
      Subscriber acknowledges that none of the Securities have been registered by
      the
      Company under the Securities Act and agrees that the Securities may only be
      transferred if registered under the Securities Act or pursuant to an exemption
      from such registration requirements. The Subscriber understands that Rule 144
      promulgated under the Securities Act is not presently available with respect
      to
      the Securities. 

     

    The
      Subscriber acknowledges, agrees and covenants that it (he) will not engage
      in
      hedging transactions with regard to the Securities, unless in compliance with
      the Securities Act. The Subscriber agrees that if any transfer of the Warrants
      or any interest therein is proposed to be made, as a condition precedent to
      such
      transfer, the Subscriber may be required to deliver to the Company an opinion
      of
      a counsel satisfactory to the Company.

     

    2.3  Independent
      Investigation.
      The
      Subscriber, in making the decision to purchase the Warrants, has relied upon
      an
      independent investigation of the Company and has not relied upon any information
      or representations made by any third parties or upon any oral or written
      representations or assurances from the Company, its officers, directors or
      employees or any other representatives or agents of the Company, other than
      as
      set forth in this Agreement. The Subscriber is familiar with the business,
      operations and financial condition of the Company and has had an opportunity
      to
      ask questions of, and receive answers from, the Company’s officers and directors
      concerning the Company and the terms and conditions of the offering of the
      Warrants and has had full access to such other information concerning the
      Company as the Subscriber has requested.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.4  Authority.
      This
      Agreement has been validly authorized, executed and delivered by the Subscriber
      and is a valid and binding agreement enforceable against the Subscriber in
      accordance with its terms, subject to the general principles of equity and
      to
      bankruptcy or other laws affecting the enforcement of creditors' rights
      generally. The execution, delivery and performance of this Agreement by the
      Subscriber does not and will not conflict with, violate or cause a breach of
      any
      agreement, contract or instrument to which the Subscriber is a
      party.

     

    2.5  No
      Legal Advice from Company.
      The
      Subscriber acknowledges that he or it has had the opportunity to review this
      Agreement and the transactions contemplated by this Agreement and the other
      agreements entered into between the parties hereto with the Subscriber's own
      legal counsel and investment and tax advisors. Except for any statements or
      representations of the Company made in this Agreement and the other agreements
      entered into between the parties hereto, the Subscriber is relying solely on
      such counsel and advisors and not on any statements or representations of the
      Company or any of its representatives or agents for legal, tax or investment
      advice with respect to this investment, the transactions contemplated by this
      Agreement or the securities laws of any jurisdiction.

     

    2.6  Reliance
      on Representations and Warranties.
      The
      Subscriber understands that the Warrants are being offered and sold to the
      Subscriber in reliance on specific provisions of U.S. federal and state
      securities laws and that the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Subscriber set forth in this Agreement in order to determine the
      applicability of such provisions.

     

    2.7  No
      Advertisements.
      The
      undersigned is not subscribing for the Warrants as a result of or subsequent
      to
      any advertisement, article, notice or other communication published in any
      newspaper, magazine, or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting.

     

    2.8  Legend.
      The
      Subscriber acknowledges and agrees that the Warrants, and when issued the
      Warrant Shares, shall bear restricted legends (the "Legends"),
      in
      the form and substance as set forth in Section 4 hereof, prohibiting the offer,
      sale, pledge or transfer of the securities, except (i) pursuant to an effective
      registration statement filed under the Securities Act, (ii) pursuant to an
      exemption from registration provided by Rule 144 under the Securities Act (if
      available), or (iii) pursuant to any other exemption from the registration
      requirements of the Securities Act. 

     

    3.  Representations
      and Warranties of the Company

     

    The
      Company represents and warrants to the Subscriber that:

     

    3.1  Valid
      Issuance of Capital Stock.
      The
      total number of shares of all classes of capital stock which the Company has
      authority to issue is 20,918,920 shares of Common Stock and 1,000,000 shares
      of
      preferred stock. As of the date hereof, the Company has 1,125,000 shares of
      Common Stock after giving effect to the Company’s 3 for 4 reverse stock split
      and its 0.972973 for 1 reverse stock split and no shares of preferred stock
      issued and outstanding. All of the issued shares of capital stock of the Company
      have been duly authorized, validly issued, and are fully paid and
      non-assessable.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.2  Organization
      and Qualification.
      The
      Company is a corporation duly incorporated and existing in good standing under
      the laws of the state of Delaware and has the requisite corporate power to
      own
      its properties and assets and to carry on its business as now being
      conducted.

     

    3.3  Authorization;
      Enforcement.
      (i) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Securities in
      accordance with the terms hereof, (ii) the execution, delivery and performance
      of this Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary corporate action,
      and no further consent or authorization of the Company or its Board of Directors
      or stockholders is required, and (iii) this Agreement constitutes valid and
      binding obligations of the Company enforceable against the Company in accordance
      with its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization,
      or
      similar laws relating to, or affecting generally the enforcement of, creditors'
      rights and remedies or by equitable principles of general application and except
      as enforcement of rights to indemnity and contribution may be limited by federal
      and state securities laws or principles of public policy.

     

    3.4  No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      the Company of the transactions contemplated hereby do not (i) result in a
      violation of the Company's Third Amended and Restated Certificate of
      Incorporation or By-laws or (ii) conflict with, or constitute a default under
      any agreement, indenture or instrument to which the Company is a party. Other
      than any SEC or state securities filings which may be required to be made by
      the
      Company subsequent to the Closing, and any registration statement which may
      be
      filed pursuant thereto, the Company is not required under federal, state or
      local law, rule or regulation to obtain any consent, authorization or order
      of,
      or make any filing or registration with, any court or governmental agency or
      self-regulatory entity in order for it to perform any of its obligations under
      this Agreement or issue the Securities in accordance with the terms hereof.
      

     

    4.  Legends;
      Denominations

     

    4.1  Legends.
      The
      Company will issue the Warrants, and when issued the Warrant Shares, purchased
      by the Subscriber in the name of the Subscriber and in such denominations to
      be
      specified by the Subscriber prior to the Closing. The Securities will bear
      the
      following Legends and appropriate "stop transfer" instructions:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE
      OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) PURSUANT
      TO
      AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
      (IF
      AVAILABLE) OR (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
      APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    THESE
      SECURITIES ARE SUBJECT TO A LOCK UP AGREEMENT, WHICH IS FILED WITH THE COMPANY’S
      CORPORATE BOOKS AND RECORDS.

     

    4.2  Subscriber's
      Compliance.
      Nothing
      in this Section 4 shall affect in any way the Subscriber's obligations and
      agreement to comply with all applicable securities laws upon resale of the
      Securities.

     

    4.3  Company’s
      Refusal to Register Transfer of Securities.
      The
      Company shall refuse to register any transfer of the Securities, not made in
      accordance with (i) pursuant to an effective registration statement filed under
      the Securities Act, or (ii) pursuant to an available exemption from the
      registration requirements of the Securities Act.

     

    5.  Lock
      up.

     

    The
      Subscriber shall, as specified in a Letter Agreement which the Company, Cowen
      and Company, LLC and Maxim Group LLC will enter into with the Subscriber, lock
      up the Subscriber’s Warrants for a period commencing on the date of the Letter
      Agreement and ending on the earlier of (i) the consummation of a Business
      Combination or (ii) the Company’s dissolution and liquidation. As used herein, a
“Business
      Combination”
      shall
      mean any acquisition by merger, capital stock exchange, asset acquisition,
      stock
      purchase or other similar business combination consummated by the Company with
      one or more small- to mid-market U.S. and/or European based operating companies
      engaged in the delivery of Information Technology and Information Technology
      Enabled Services (ITES), Business Process Outsourcing (BPO) and/or Knowledge
      Process Outsourcing (KPO), whose operations are particularly suitable for
      operational and productivity improvements, which would include leveraging
      delivery centers located in offshore countries such as India (as described
      more
      fully in the Registration Statement).

     

    6.  Waiver
      of Liquidation Distributions. 

     

    In
      connection with the Subscriber’s Warrants purchased pursuant to this Agreement,
      the Subscriber hereby waives any and all right, title, interest or claim of
      any
      kind in or to any liquidating distributions by the Company in the event of
      a
      liquidation of the Company upon the Company's failure to timely complete a
      Business Combination. For purposes of clarity, in the event the Subscriber
      purchases shares of Common Stock in the IPO or in the aftermarket such shares
      shall be eligible to receive any liquidating distributions by the Company.
      The
      Subscriber shall have no conversion rights (as described in the Registration
      Statement) in connection with a Business Combination.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    7.  Rescission
      Right Waiver and Indemnification

     

    7.1  The
      Subscriber understands and acknowledges that an exemption from the registration
      requirements of the Securities Act requires that there be no general
      solicitation of purchasers of the Warrants. In this regard, if the offering
      of
      the units in the Company’s initial public offering were deemed to be a general
      solicitation with respect to the Subscriber’s Warrants, the offer and sale of
      such Warrants may not be exempt from registration and, if not, the Subscriber
      may have a right to rescind its purchases of the Subscriber’s Warrants. In order
      to facilitate the completion of the placement contemplated hereby and in order
      to protect the Company, its stockholders and the trust account described in
      the
      Registration Statement from claims that may adversely affect the Company or
      the
      interests of its stockholders, the Subscriber hereby agrees to waive, to the
      maximum extent permitted by applicable law, any claims, right to sue or rights
      in law or arbitration, as the case may be, to seek rescission of its purchase
      of
      the Warrants. The Subscriber acknowledges and agrees that this waiver is being
      made in order to induce the Company to sell the Warrants to the Subscriber.
      The
      Subscriber agrees that the foregoing waiver of rescission rights shall apply
      to
      any and all known or unknown actions, causes of action, suits, claims, or
      proceedings (collectively, “Claims”)
      and
      related losses, costs, penalties, fees, liabilities and damages, whether
      compensatory, consequential or exemplary, and expenses in connection therewith,
      including reasonable attorneys’ and expert witness fees and disbursements and
      all other expenses reasonably incurred in investigating, preparing or defending
      against any Claims, whether pending or threatened, in connection with any
      present or future actual or asserted right to rescind the purchase of the
      Warrants hereunder or relating to the purchase of the Warrants and the
      transactions contemplated hereby.

     

    7.2  The
      Subscriber agrees not to seek recourse against the trust account described
      in
      the Registration Statement for any reason whatsoever in connection with its
      purchase of the Warrants or any Claim that may arise now or in the
      future.

     

    7.3  The
      Subscriber acknowledges and agrees that the stockholders of the Company are
      and
      shall be third-party beneficiaries of the foregoing provisions of this
      Agreement.

     

    7.4  The
      Subscriber agrees that to the extent any waiver of rights under this Section
      7
      is ineffective as a matter of law, the Subscriber has offered such waiver for
      the benefit of the Company as an equitable right that shall survive any
      statutory disqualification or bar that applies to a legal right. The Subscriber
      acknowledges the receipt and sufficiency of consideration received from the
      Company hereunder in this regard.

     

    8.  Registration
      Rights. 

     

    The
      Subscriber shall have registration rights with respect to the Securities
      pursuant to the terms of a Registration Rights Agreement to be entered into
      among the Company and certain of its security holders (including the
      Subscriber).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    9.  Governing
      Law; Jurisdiction; Waiver of Jury Trial

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to contracts made and to be performed wholly within
      said State, without giving effect to the conflict of laws principles thereof.
      The Subscriber irrevocably submits to the exclusive jurisdiction of the courts
      of the State of New York located in New York County and the United District
      Court for the Southern District of New York. The parties hereto hereby waive
      any
      right to a jury trial in connection with any litigation pursuant to this
      Agreement and the transactions contemplated hereby.

     

    10.  Assignment;
      Entire Agreement; Amendment

     

    10.1  Assignment.
      Neither
      this Agreement nor any rights hereunder may be assigned by any party to any
      other person other than by the Subscriber to a person agreeing to be bound
      by
      the terms hereof. 

     

    10.2  Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding between the parties
      as to the subject matter thereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among
      them.

     

    10.3  Amendment.
      Except
      as expressly provided in this Agreement, neither this Agreement nor any term
      hereof may be amended, waived, discharged or terminated other than by a written
      instrument signed by the party against whom enforcement of any such amendment,
      waiver, discharge, or termination is sought.

     

    10.4  Binding
      Upon Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and permitted
      assigns. 

     

    11.  Notices;
      Indemnity

     

    11.1  Notices.
      Unless
      otherwise provided herein, any notice or other communication to a party
      hereunder shall be sufficiently given if in writing and personally delivered
      or
      sent by facsimile with copy sent in another manner herein provided or sent
      by
      courier (which for all purposes of this Agreement shall include Federal Express
      or other recognized overnight courier) or mailed to said party by certified
      mail, return receipt requested, at its address provided for herein or such
      other
      address as either may designate for itself in such notice to the other and
      communications shall be deemed to have been received when delivered personally,
      on the scheduled arrival date when sent by next day or 2-day courier service,
      or
      if sent by facsimile upon receipt of confirmation of transmittal or, if sent
      by
      mail, then three days after deposit in the mail.

     

    11.2  Indemnification.
      Each
      party shall indemnify the other against any loss, cost or damages (including
      reasonable attorney's fees and expenses) incurred as a result of such party's
      breach of any representation, warranty, covenant or agreement in this
      Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    12.  Counterparts

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable against the parties actually executing such counterparts, and all
      of
      which together shall constitute one instrument.

     

    13.  Survival;
      Severability

     

    13.1  Survival.
      The
      representations, warranties, covenants and agreements of the parties hereto
      shall survive the Closing. 

     

    13.2  Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision; provided that
      no
      such severability shall be effective if it materially changes the economic
      benefit of this Agreement to any party.

     

    14.  Titles
      and Subtitles

     

    The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    Name
      of
      the Subscriber: TSP Ltd.

     

    Number
      of
      Warrants Being Subscribed: 1,025,000

    


    Aggregate
      Purchase Price: U.S. $1,230,000

     

    Date
      of
      Subscription: _______________, 2007

    


    Place
      of
      Residency and/or Principal Place of Business:

    


    c/o
      Canon’s Court 

    22
      Victoria Street

    Hamilton
      HM12 Bermuda

    Telephone:_________________________

    Fax:_______________________________


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    This
      subscription is accepted by the Company on the 14th
      day of
      February, 2007.

     

    
      	
               

            	 	 
	 	TRANSTECH SERVICES PARTNERS
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
Suresh
              Rajpal
	 	
              

              Name:
                Suresh Rajpal

              Title:
                Chief Executive Officer

            
	 	
            


    

    
      	 	 	 
	 	
              SUBSCRIBER:

               

              TSP Ltd.

            
	 
 	 
 	 
 
	 	By:  	/s/ LM
              Singh 
	 	
              
Name:
              LM Singh
	 	
              Title:
                Vice President and Director

            


    

    


    


    
      
        
        

      

      
        9