REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2008 • Redstar Partners, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of _______, 2008, by and among Redstar Partners, Inc., a Cayman Islands limited life exempted company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between REDSTAR PARTNERS, INC. and MORGAN JOSEPH & CO. INC. Dated: , 2008Underwriting Agreement • July 18th, 2008 • Redstar Partners, Inc. • Blank checks • New York
The undersigned, Redstar Partners, Inc., a Cayman Islands company (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.” and also referred to herein variously as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 18th, 2008 • Redstar Partners, Inc. • Blank checks • New York
Agreement made as of ________, 2008 between Redstar Partners, Inc., a Cayman Islands limited life exempted company, with offices at 122 East 42nd Street, 17th Floor, New York, New York 10168 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 18th, 2008 • Redstar Partners, Inc. • Blank checks • New York
This Agreement is made as of __________, 2008 by and between Redstar Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 15th, 2008 • Redstar Partners, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2008 (“Agreement”), by and among REDSTAR PARTNERS, INC., a Cayman Islands company (“Company”), PARALLAX POWER COMPONENTS LLC and MCWONG CONSULTANTS, INC. (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription AgreementSubscription Agreement • April 15th, 2008 • Redstar Partners, Inc. • Blank checks
The undersigned hereby subscribes for and agrees to purchase _____ warrants (“Insider Warrants”), each to purchase one Ordinary Share, at $1.00 per Insider Warrant, of Redstar Partners, Inc. (the “Company”) for an aggregate purchase price of $_____ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Company’s initial public offering of securities (“IPO”) which is being underwritten by Morgan Joseph & Co. Inc. (“MJC”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO. Except as set forth herein, the Insider Warrants shall be identical to the warrants issued in the IPO.
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • May 12th, 2008 • Redstar Partners, Inc. • Blank checks • New York
WARRANT ESCROW AGREEMENT, dated as of _______, 2008 (“Agreement”), by and among REDSTAR PARTNERS, INC., a Cayman Islands company (“Company”), PARALLAX POWER COMPONENTS LLC, MCWONG CONSULTANTS, INC., ALEX PING ZHANG, JONATHAN TULKOFF and MORGAN JOSEPH & CO. INC. (collectively, the “Insider Purchasers”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • May 12th, 2008 • Redstar Partners, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ________, 2008 (“Agreement”), by and among REDSTAR PARTNERS, INC., a Cayman Islands company (“Company”), PARALLAX POWER COMPONENTS LLC, MCWONG CONSULTANTS, INC., ALEX PING ZHANG and JONATHAN TULKOFF (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
REDSTAR PARTNERS, INC.Service Agreement • April 15th, 2008 • Redstar Partners, Inc. • Blank checks
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • July 18th, 2008 • Redstar Partners, Inc. • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of ________, 2008 (“Agreement”), by and among REDSTAR PARTNERS, INC., a Cayman Islands company (“Company”), PARALLAX POWER COMPONENTS LLC, MCWONG INVESTMENTS LLC and JONATHAN TULKOFF (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • July 18th, 2008 • Redstar Partners, Inc. • Blank checks • New York
WARRANT ESCROW AGREEMENT, dated as of _______, 2008 (“Agreement”), by and among REDSTAR PARTNERS, INC., a Cayman Islands company (“Company”), PARALLAX POWER COMPONENTS LLC, MCWONG INVESTMENTS LLC and JONATHAN TULKOFF (collectively, the “Insider Purchasers”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • April 15th, 2008 • Redstar Partners, Inc. • Blank checks • New York
WARRANT ESCROW AGREEMENT, dated as of _______, 2007 (“Agreement”), by and among REDSTAR PARTNERS, INC., a Cayman Islands company (“Company”), PARALLAX POWER COMPONENTS LLC and MCWONG CONSULTANTS, INC. (collectively, the “Insider Purchasers”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • July 18th, 2008 • Redstar Partners, Inc. • Blank checks • New York
This Revolving Line of Credit Agreement (this “Agreement”) is made as of July 10, 2008 by and between Redstar Partners, Inc., a Cayman Islands company (“Borrower”), and Parallax Power Components LLC and McWong Investments LLC (collectively, the “Lender”), with reference to the following facts.
