Exhibit
      10.6


    SECURITIES
      ESCROW AGREEMENT

     

    THIS
      SECURITIES ESCROW AGREEMENT, dated as of [                ],
      2007
      (this “Agreement”),
      by
      and among TRANSTECH SERVICES PARTNERS INC., a Delaware corporation (the
“Company”),
      the
      undersigned parties listed under Initial Stockholders on the signature page
      hereto (collectively, the “Initial
      Stockholders”)
      and
      CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the
“Escrow
      Agent”).

     

    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated
      [_______     ],
      2007
      (“Underwriting
      Agreement”),
      with
      Cowen and Company LLC (“Cowen”)
      and
      Maxim Group LLC (“Maxim”
      together with Cowen, the “Representatives”) acting as representative of the
      several underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      up to 5,175,000 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, and one Warrant, each Warrant to
      purchase one share of Common Stock, all as more fully described in the Company’s
      final Prospectus, dated [               ],
      2007
      (the “Prospectus”),
      comprising part of the Company’s Registration Statement on Form S-1
      (File No. 333-138080) under the Securities Act of 1933, as amended
      (the “Registration
      Statement”),
      declared effective on [                    ],
      2007
      (the “Effective
      Date”); 

     

    WHEREAS,
      the Initial Stockholders have agreed as a condition of the sale of the Units
      to
      deposit those securities of the Company owned by them which are set forth
      opposite their respective names on Exhibit
      A
      attached
      hereto (collectively, the “Escrow
      Securities”),
      in
      escrow with the Escrow Agent as hereinafter provided; and

     

    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Securities, 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 the Initial Stockholders 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 Securities. 
      On or before the Effective Date, each of the Initial Stockholders shall deliver
      to the Escrow Agent certificates representing his or her respective Escrow
      Securities, to be held and disbursed subject to the terms and conditions of
      this
      Agreement.  Each Initial Stockholder acknowledges that the certificate
      representing his or her Escrow Securities is legended to reflect the deposit
      of
      such Escrow Securities under this Agreement.

     

    3. Disbursement
      of the Escrow Securities.

     

    3.1 Except
      as
      set forth herein and in Section 3.2 below, the Escrow Agent shall hold the
      Escrow Securities until the earlier of (a) the first anniversary of the
      consummation of a Business Combination (as such term is defined in the Third
      Amended and Restated Certificate of Incorporation of the Company) by the Company
      and (b) the third anniversary of the Effective Date (the “Escrow
      Period”),
      on
      which date it shall, upon written instructions from each Initial Stockholder,
      disburse each of the Initial Stockholder’s Escrow Securities to such Initial
      Stockholder; 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 Escrow Securities. The Escrow Agent
      shall have no further duties hereunder after the disbursement or destruction
      of
      the Escrow Securities in accordance with this Section 3.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.2 Upon
      written instructions from the Company advising that a Business Combination
      has
      been consummated and that one or more of the public stockholders has determined
      to exercise the right to redeem their shares for cash described in the
      Registration Statement, the Escrow Agent will release and deliver to the Company
      for cancellation on a pro rata basis certificates representing that number
      of
      escrow shares of Common Stock (not to exceed _________ in the aggregate) which
      is equal to the quotient obtained by dividing (i) the total number of shares
      redeemed by (ii) _____. By way of illustration, for each ____ shares redeemed,
      up to ________ shares, one share of Common Stock will be surrendered for
      cancellation. Such instructions set forth both the number of shares the Company
      is redeeming and the number of shares of Common Stock to be delivered to the
      Company for cancellation.

     

    4. Rights
      of Initial Stockholders in Escrow Securities.

     

    4.1 Voting
      Rights as a Stockholder. 
      Subject to the terms of the Insider Letter described in Section 4.4 hereof,
      and except as herein provided, the Initial Stockholders shall retain all of
      their rights as stockholders of the Company during the Escrow Period, including,
      without limitation, the right to vote their Escrow Securities.

     

    4.2 Dividends
      and Other Distributions in Respect of the Escrow Securities. 
      During the Escrow Period, all dividends payable in cash with respect to the
      Escrow Securities shall be paid to the Initial Stockholders, 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 “Escrow Securities” shall be deemed to
      include the Non-Cash Dividends distributed thereon, if any.

     

    4.3 Restrictions
      on Transfer . 
      Except as set forth in Section 3.2, during the Escrow Period, no sale, transfer
      or other disposition may be made of any or all of the Escrow Securities except,
      with respect to (a) an entity that is an Initial Stockholder, to any person
      or
      entity controlling, controlled by, or under common control with, such Initial
      Stockholder, and (b) with respect to an Initial Stockholder who is an
      individual, (i) to an entity controlled by such Initial Stockholder or to a
      member of Initial Stockholder’s immediate family or to a trust, the beneficiary
      of which is an Initial Stockholder or a person related to an Initial
      Stockholder’s by blood, marriage or adoption, or (ii) by virtue of the laws of
      descent and distribution upon death of any Initial Stockholder; provided,
      however,
      that
      such permissive transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement and of the Insider Letter signed by the Initial Stockholder
      transferring the Escrow Securities.  During the Escrow Period, no Initial
      Stockholder shall pledge or grant a security interest in his, her or its Escrow
      Securities or grant a security interest in his, her or its rights under this
      Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.4 Insider
      Letters. 
      Each of the Initial Stockholders has executed a letter agreement with the
      Representatives and the Company, dated as indicated on Exhibit A
      hereto,
      and which is filed as an exhibit to the Registration Statement (“Insider
      Letter”),
      respecting the rights and obligations of such Initial Stockholder in certain
      events, including, but not limited to, the liquidation of the
      Company.

     

    5. Concerning
      the Escrow Agent.

     

    5.1 Good
      Faith Reliance. 
      The Escrow Agent shall not be liable for any action taken or omitted by it
      in
      good faith and in the exercise of its own best judgment, and may rely
      conclusively and shall be protected in acting upon any order, notice, demand,
      certificate, opinion or advice of counsel (including counsel chosen by the
      Escrow Agent), statement, instrument, report or other paper or document (not
      only as to its due execution and the validity and effectiveness of its
      provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Escrow Agent to be genuine and
      to be
      signed or presented by the proper person or persons.  The Escrow Agent
      shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement unless evidenced by a writing
      delivered to the Escrow Agent signed by the proper party or parties and, if
      the
      duties or rights of the Escrow Agent are affected, unless it shall have given
      its prior written consent thereto.

     

    5.2 Indemnification. 
      The Escrow Agent shall be indemnified and held harmless by the Company from
      and
      against any expenses, including counsel fees and disbursements, or loss suffered
      by the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Securities held by it hereunder, other than expenses or losses arising
      from the gross negligence or willful misconduct of the Escrow Agent. 
Promptly after the receipt by the Escrow Agent of notice of any demand or claim
      or the commencement of any action, suit or proceeding, the Escrow Agent shall
      notify the other parties hereto in writing.  In the event of the receipt of
      such notice, the Escrow Agent, in its sole discretion, may commence an action
      in
      the nature of interpleader in an appropriate court to determine ownership or
      disposition of the Escrow Securities or it may deposit the Escrow Securities
      with the clerk of any appropriate court or it may retain the Escrow Securities
      pending receipt of a final, non-appealable order of a court having jurisdiction
      over all of the parties hereto directing to whom and under what circumstances
      the Escrow Securities are to be disbursed and delivered.  The provisions of
      this Section 5.2 shall survive in the event the Escrow Agent resigns or is
      discharged pursuant to Sections 5.5 or 5.6 below.

     

    5.3 Compensation. 
      The Escrow Agent shall be entitled to reasonable compensation from the Company
      for all services rendered by it hereunder.  The Escrow Agent shall also be
      entitled to reimbursement from the Company for all expenses paid or incurred
      by
      it in the administration of its duties hereunder including, but not limited
      to,
      all legal counsel and agents’ fees and disbursements and all taxes or other
      governmental charges.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    5.4 Further
      Assurances. 
      From time to time, on and after the date hereof, the Company and the Initial
      Stockholders shall deliver, or cause to be delivered, to the Escrow Agent such
      further documents and instruments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agreement, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

     

    5.5 Resignation. 
      The Escrow Agent may resign at any time and be discharged from its duties as
      escrow agent hereunder by its giving the other parties hereto written notice
      and
      such resignation shall become effective as hereinafter provided.  Such
      resignation shall become effective at such time that the Escrow Agent shall
      turn
      over to a successor escrow agent appointed by the Company, the Escrow Securities
      held hereunder.  If no new escrow agent is so appointed within the sixty
      (60) day period following the giving of such notice of resignation, the Escrow
      Agent may deposit the Escrow Securities with any court it reasonably deems
      appropriate.

     

    5.6 Discharge
      of Escrow Agent. 
      The Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and a majority
      of the Initial Stockholders, jointly; provided, however, that such resignation
      shall become effective only upon acceptance of appointment by a successor escrow
      agent as provided in Section 5.5.

     

    5.7 Liability. 
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6. Miscellaneous.

     

    6.1 Governing
      Law. 
      This Agreement shall for all purposes be deemed to be made under and shall
      be
      construed in accordance with the laws of the New York.

     

    6.2 Third
      Party Beneficiaries. 
      Each of the Initial Stockholders hereby acknowledges that the Underwriters
      are
      third-party beneficiaries of this Agreement and this Agreement may not be
      modified or changed without the prior written consent of the
      Representatives.

     

    6.3 Entire
      Agreement. 
      This Agreement contains the entire agreement of the parties hereto with respect
      to the subject matter hereof and, except as expressly provided herein, may
      not
      be changed or modified except by an instrument in writing signed by the party
      to
      be charged and by the Representatives.

     

    6.4 Headings. 
      The headings contained in this Agreement are for reference purposes only and
      shall not affect in any way the meaning or interpretation thereof.

     

    6.5 Binding
      Effect. 
      This Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.6 Notices. 
      Any notice or other communication required or which may be given hereunder
      shall
      be in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      to the
      Company, to:

     

    TransTech
      Services Partners Inc.

    445
      Fifth
      Avenue, Suite 30H

    New
      York,
      New York 10016

    Attn:  
      Chief Executive Officer

    


    If
      to a
      Stockholder, to his or her address set forth in Exhibit
      A;

     

    And
      if to
      the Escrow Agent, to:

     

    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:  
      Chairman

    


    A
      copy of
      any notice sent hereunder shall be sent to:

     

    Katten
      Muchin Rosenman LLC

    575
      Madison Avenue

    New
      York,
      New York 10022

    Attn:  Howard
      S. Jacobs, Esq.

    and:

     

    Cowen
      and
      Company, LLC

    1221
      Avenue of the Americas

    New
      York,
      New York 10020

    Attn:
      Ted
      Thoma

    and:

     

    Maxim
      Group, LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:   Clifford
      A. Teller, Director of Investment Banking

    and:

     

    Sidley
      Austin LLP

    787
      Seventh Avenue

    New
      York,
      New York 10019

    Attn:   Jack
      I. Kantrowitz

    and:

     

    Ellenoff
      Grossman & Schole LLP

    370
      Lexington Avenue

    New
      York,
      New York 10017

    Attn:
      Douglas S. Ellenoff, Esq.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

     

    6.7 Liquidation
      of Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    6.8 Counterparts.
      This
      Agreement may be executed in several counterparts, each one of which may be
      delivered by facsimile transmission and each of which shall constitute an
      original, and together shall constitute but one instrument.

     

    


    (Remainder
      of page intentionally left blank. Signature pages to follow.)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
      first written above. 

     

    


    
      	
               

            	
              TRANSTECH
                SERVICES PARTNERS INC.

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
               By:
                _______________________________

              Name:
                Suresh Rajpal

              Title:
                Chief Executive Officer

            
	
               

            	
               

              INITIAL
                STOCKHOLDERS:

            
	
               

            	
               

            
	 	
              TSP
                Ltd.

               

               

              By:
                __________________________________

            
	 	
              Name:
                

            
	 	
              Title:

            
	 	 
	 	
              Lotus
                Capital LLC

               

               

              By:
                __________________________________

            
	 	
              Name:
                LM Singh

            
	 	
              Title:

            
	 	 
	 	
              Canak
                Associates LLC

               

               

              By:
                __________________________________

            
	
               

            	
              Name:
                Chandru Jagwani

            
	
               

            	
              Title:

            
	
               

            	
               

            
	 	 
	 	 
	 	
              __________________________________

            
	
               

            	
              Suresh
                Rajpal

            
	 	 
	 	 
	 	
              __________________________________

            
	 	
              LM
                Singh

            
	 	 
	 	 
	
               

            	
              __________________________________

            
	
               

            	
              Frederick
                Smithline

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              ___________________________________

            
	
               

            	
              Susan
                Smithline

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              ___________________________________

            
	
               

            	
              Dr.
                Pervez Ahmed

            
	 	 
	 	 
	 	
              ___________________________________

            
	 	
              Chandru
                Jagwani

            
	 	 
	 	 
	 	 
	
              Continental
                Stock Transfer & Trust Company

            	 
	 	 
	 	 
	
              By:_________________________________

            	 
	
              Name:
                Steve Nelson

            	 
	
              Title:
                Chairman

            	 
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    


     

    
      	 	 	 	 	 	 
	
              Name
                and Address

            	
               

            	
              Shares
                (#)

            	 	
              Share
                Cert. No.

            	
               

              Date
                of Insider Letter

            
	 	 	 	 	 	 
	
              TSP
                Ltd.

              c/o
                Canon’s Court

              22
                Victoria Street

              Hamilton
                HM 12

              Bermuda

            	 	
              533,919

            	 	 	 
	
              Suresh
                Rajpal

              445
                Fifth Avenue, Suite 30H

              New
                York, New York 10016

            	
               

            	
               255,405

            	
               

            	 	 
	
              LM
                Singh

              445
                Fifth Avenue, Suite 30H

              New
                York, New York 10016

            	
                   

            	
               

               

              109,460

            	
                   

            	 	 
	
              Frederick
                Smithline

              Three
                Park Avenue, 16th Floor

              New
                York, New York 10016

            	 	
               

               

              27,365

            	 	 	 
	
              Susan
                Smithline

              Three
                Park Avenue, 16th Floor

              New
                York, New York 10016

            	
               

            	
              27,365

            	
               

            	 	 
	
              Dr.
                Pervez Ahmed

            	 	 	 	 	 
	
              445
                Fifth Avenue Suite 30H

              New
                York, New York 10016

            	 	
              7,297

            	 	 	 
	
              Chandru
                Jagwani

              445
                Fifth Avenue, Suite 30H

              New
                York, New York 10016

            	 	
              43,784

            	 	 	 
	
              Lotus
                Capital LLC

              445
                Fifth Avenue, Suite 30H

              New
                York, New York 10016

            	 	
              72,973

            	 	 	 
	
              Canak
                Associates LLC

              445
                Fifth Avenue, Suite 30H

              New
                York, New York 10016

            	 	
              47,432