INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of __________, 2008 by and between Redstar
Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust
Company (“Trustee”).
WHEREAS,
the Company’s registration statement on Form S-1, No. 333- 149327 (“Registration
Statement”), for its initial public offering of securities (“IPO”) has been
declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Registration Statement); and
WHEREAS,
Xxxxxx Xxxxxx & Co. Inc. (the “Representative”) is acting as the
representative of the underwriters in the IPO pursuant to an underwriting
agreement dated on or about the date hereof between the Company and the
Representative (the “Underwriting Agreement”); and
WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
Memorandum and Articles of Association, $35,460,000 of the gross proceeds of
the
IPO and sale of the Insider Warrants (as defined in the Registration Statement)
($40,644,000 if the underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a trust account
for
the benefit of the Company and the holders of the Company’s ordinary shares, par
value $.0001 per share, issued in the IPO as hereinafter provided and in the
event the Units are registered in Colorado, pursuant to Section 11-51-302(6)
of
the Colorado Revised Statutes. A copy of the Colorado Statute is attached hereto
and made a part hereof (the amount to be delivered to the Trustee will be
referred to herein as the “Property”, the shareholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public
Shareholders,” and the Public Shareholders and the Company will be referred to
together as the “Beneficiaries”); and
WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to
$1,080,000 (or $1,242,000 if the underwriters’ over-allotment option is
exercised in full, subject to proportional adjustment pursuant to the
Underwriting Agreement if the underwriters’ over-allotment option is exercised
in part, but not in full, prior to its expiration as specified in a notice
pursuant to Paragraph 1(i) hereof) is attributable to deferred underwriting
commissions that will become payable by the Company to the underwriters upon
the
consummation of an Initial Business Combination (the “Deferred Discount”); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth
the
terms and conditions pursuant to which the Trustee shall hold the
Property;
IT
IS
AGREED:
1. Agreements
and Covenants of Trustee.
The
Trustee is hereby appointed to serve as Trustee hereunder, and the Trustee
hereby agrees to act as Trustee upon the terms and conditions set forth herein.
The Trustee hereby agrees and covenants to:
(a) Hold
the
Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
in a segregated trust account (“Trust Account”) established by the
Trustee;
(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;
(c) In
a
timely manner, upon the instruction of the Company, to invest and reinvest
the
Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
or
less, and/or in any open ended investment company registered under the
Investment Company Act of 1940 that holds itself out as a money market fund
selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3)
and
(c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
determined by the Company;
(d) Collect
and receive, when due, all principal and income arising from the Property,
which
shall become part of the “Property,” as such term is used herein;
(e) Notify
the Company and the Representative of all communications received by it with
respect to any Property requiring action by the Company;
(f) Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust
Account;
(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and/or
the
Representative to do so;
(h) Render
to
the Company and to the Representative, and to such other person as the Company
may instruct, monthly written statements of the activities of and amounts in
the
Trust Account reflecting all receipts and disbursements of the Trust
Account;
(i) Commence
liquidation of the Trust Account only after and promptly after receipt of,
and
only in accordance with, the terms of a letter (“Termination Letter”), in a
form substantially similar to that attached hereto as either Exhibit
A
or
Exhibit B,
signed
on behalf of the Company by its Chief Executive Officer or Chairman of the
Board
and Secretary or Assistant Secretary or other authorized officer of the Company,
and complete the liquidation of the Trust Account and distribute the Property
in
the Trust Account only as directed in the Termination Letter and the other
documents referred to therein; provided,
however,
that in
the event that a Termination Letter has not been received by the Trustee by
the
Last Date (as defined in Section 3(g) below), the Trust Account shall be
liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit
B
hereto
and distributed to the shareholders of record on the Last Date. In all cases,
the Trustee shall provide the Representative with a copy of any Termination
Letters and/or any other correspondence that it receives with respect to any
proposed withdrawal from the Trust Account promptly after it receives same.
The
provisions of this Section 1(i) may not be modified, amended or deleted under
any circumstances;
(j) Distribute
the Deferred Discount to the Representative on behalf of the Underwriters upon
receipt of written notice from the Company; and
(k) Distribute
upon receipt of an Extension Notification Letter, to Public Shareholders who
exercised their conversion rights in connection with an Extension an amount
equal to the pro rata share of the Property relating to the ordinary shares
for
which such Public Shareholders have exercised conversion rights in connection
with a vote of shareholders for an Extension.
2
2. Limited
Distributions of Income from Trust Account.
(a) Upon
written request from the Company, which may be given from time to time in a
form
substantially similar to that attached hereto as Exhibit
C,
signed
on behalf of the Company by a duly authorized executive officer of the Company,
the Trustee shall distribute to the Company the amount requested by the Company
to cover any of the Company’s tax obligations;
(b) Upon
written request from the Company, which may be given from time to time in a
form
substantially similar to that attached hereto as Exhibit D, signed on behalf
of
the Company by a duly authorized executive officer of the Company, the Trustee
shall distribute to the Company the amount requested by the Company to cover
expenses related to administrative expenses, investigating and selecting a
target business and other working capital requirements; provided, however,
that
the aggregate amount of all such distributions pursuant to this subsection
shall
not exceed $1,050,000 and
the
Company will not be allowed to withdraw interest income earned on the trust
account unless there is sufficient funds available to pay the Company’s tax
obligations that are or will be due on such interest income at an assumed rate
of 40% or otherwise then due at that time;
and
(c) The
limited distributions referred to in Sections 2(a) and 2(b) above shall be
made
only from interest collected on the Property. Except as provided in Section
2(a)
and 2(b) above, no other distributions from the Trust Account shall be permitted
except in accordance with Section 1(i), 1(j) and 1(k) hereof.
3. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants to:
(a) Give
all
instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board or Chief Executive Officer or other authorized officer.
In
addition, except with respect to its duties under paragraphs 1(i), 1(j), 1(k),
2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be
protected in relying on, any verbal or telephonic advice or instruction which
it
in good faith believes to be given by any one of the persons authorized above
to
give written instructions, provided that the Company shall promptly confirm
such
instructions in writing;
(b) Hold
the
Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or
demand which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee's
gross negligence or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit
or
proceeding, pursuant to which the Trustee intends to seek indemnification under
this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim,
provided, that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;
3
(c) Pay
the
Trustee an initial acceptance fee, an annual fee and a transaction processing
fee for each disbursement made pursuant to Section 2 as set forth on Schedule
A
hereto, which fees shall be subject to modification by the parties from time
to
time. It is expressly understood that the Property shall not be used to pay
such
fees unless and until it is distributed to the Company pursuant to Section
2.
The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the
Effective Date. The Trustee shall refund to the Company the annual fee (on
a pro
rata basis) with respect to any period after the liquidation of the Trust Fund.
The Company shall not be responsible for any other fees or charges of the
Trustee except as set forth in this Section 3(c) and as may be provided in
Section 3(b) hereof (it being expressly understood that the Property shall
not
be used to make any payments to the Trustee under such Sections);
(d) Within
five business days after the underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised in full, provide the
Trustee with a notice in writing (with a copy to the Representative) of the
total amount of the Deferred Discount;
(e) In
connection with any vote of the Company’s shareholders regarding a Business
Combination or an Extension, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or
tabulating shareholder votes (which firm may be the Trustee) verifying the
vote
of the Company’s shareholders regarding such Business Combination or
Extension;
(f) Within
5
business days after the consummation of the initial IPO, provide the Trustee
with a notice in writing (with a copy to the Representative) indicating the
date
that is 24 months after the date of the consummation of the initial public
offering (such date, the “Initial Last Date”); and
(g) Within
five business days after the vote of the Company’s shareholders regarding an
Extension (as described in paragraph (e) above) provide the Trustee with a
letter (an “Extension Notification Letter”) (with a copy to the Representative)
providing that (i) the Initial Last Date has been extended (an “Extension”) to a
date that is not more than 36 months after the consummation of the IPO (such
date, the “Extended Last Date”); as used herein the term “Last Date” shall mean
the later of (A) the Initial Last Date and (B) the Extended Last Date, if there
is an Extension, and (ii) instructions for the distribution of funds to Public
Shareholders who exercised their conversion option in connection with such
Extension.
4. Limitations
of Liability.
The
Trustee shall have no responsibility or liability to:
(a) Take
any
action with respect to the Property, other than as directed in paragraphs 1
and
2 hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful
misconduct;
4
(b) Institute
any proceeding for the collection of any principal and income arising from,
or
institute, appear in or defend any proceeding of any kind with respect to,
any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced
or
guaranteed to it funds sufficient to pay any expenses incident
thereto;
(c) Change
the investment of any Property, other than in compliance with
paragraph 1(c);
(d) Refund
any depreciation in principal of any Property;
(e) Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;
(f) The
other
parties hereto or to anyone else for any action taken or omitted by it, or
any
action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct.
The Trustee 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 Trustee), 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 Trustee, in good faith, to be
genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee signed by the proper
party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;
(g) Verify
the correctness of the information set forth in the Registration Statement
or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; and
(h) File
information returns with the United States Internal Revenue Service and payee
statements with the Company, documenting the taxes payable by the Company,
if
any, relating to interest earned on the Property.
5. Termination.
This
Agreement shall terminate as follows:
(a) If
the
Trustee gives written notice to the Company that it desires to resign under
this
Agreement, the Company shall use its reasonable efforts to locate a successor
trustee. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject
to
the terms of this Agreement, the Trustee shall transfer the management of the
Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate; provided, however, that, in the event
that the Company does not locate a successor trustee within ninety days of
receipt of the resignation notice from the Trustee, the Trustee may submit
an
application to have the Property deposited with any court in the State of New
York or with the United States District Court for the Southern District of
New
York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or
5
(b) At
such
time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Paragraph 3(b).
6. Miscellaneous.
(a) The
Company and the Trustee each acknowledge that the Trustee will follow the
procedures set forth below with respect to funds transferred from the Trust
Account. Upon receipt of written instructions, the Trustee will confirm such
instructions with an Authorized Individual at an Authorized Telephone Number
listed on the attached Exhibit E. In executing funds transfers, the Trustee
will rely upon account numbers or other identifying numbers of a beneficiary,
beneficiary's bank or intermediary bank, rather than names. The Trustee shall
not be liable for any loss, liability or expense resulting from any error in
an
account number or other identifying number, provided it has accurately
transmitted the numbers provided.
(b) This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. It may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together
shall
constitute but one instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. Except for Section 1(i) (which may
not be amended under any circumstances), this Agreement or any provision hereof
may only be changed, amended or modified by a writing signed by each of the
parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of the
Representative. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.
(d) The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York, Borough of Manhattan, for purposes of
resolving any disputes hereunder.
(e) Any
notice, consent or request to be given in connection with any of the terms
or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:
6
if
to the
Trustee, to:
Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn: Xxxxxx
Xxxxxx
Fax
No.:
(___) ___-____
if
to the
Company, to:
000
Xxxx
00xx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx X. Xxxxxxx, Chairman
Fax
No.:
(___) ___-____
in
either
case with a copy to:
Xxxxxx
Xxxxxx & Co. Inc.
000
Xxxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx Xxxxxx
Fax
No.:
(000) 000-0000
(f) This
Agreement may not be assigned by the Trustee without the prior consent of the
Company and the Representative.
(g) Each
of
the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds
in
the Trust Account under any circumstance.
(h) Each
of
the Company and the Trustee hereby acknowledge that the Representative is a
third party beneficiary of this Agreement.
7
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
|
CONTINENTAL
STOCK TRANSFER
&
TRUST COMPANY, as Trustee
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
| REDSTAR PARTNERS, INC. | ||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
8
SCHEDULE
A
|
Fee
Item
|
Time
and method of payment
|
Amount
|
||
|
Initial
acceptance fee
|
Initial
closing of IPO by wire transfer
|
$1,000
|
||
|
Annual
fee
|
First
year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or
check
|
$3,000
|
||
|
Transaction
processing fee for disbursements to Company under Section
2
|
Deduction
by Trustee from accumulated income following disbursement made to
Company
under Section 2
|
$250
|
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxx
| Re: |
Trust
Account No. __________ Termination
Letter
|
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between
Redstar
Partners, Inc. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of ____________, 2008 (“Trust Agreement”), this is to
advise you that the Company has entered into an agreement (“Business Agreement”)
with __________________ (“Target Business”) to consummate a business combination
with Target Business (“Business Combination”) on or about [insert
date].
The
Company shall notify you at least 48 hours in advance of the actual date of
the
consummation of the Business Combination (“Consummation Date”).
In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.
On
the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated (“Counsel’s
Letter”) and (ii) the Company shall deliver to you (a) [an affidavit] [a
certificate] of __________________, which verifies the vote of the Company’s
shareholders in connection with the Business Combination and (b) written
instructions with respect to the transfer of the funds held in the Trust Account
(“Instruction Letter”). You are hereby directed and authorized to transfer the
funds held in the Trust Account immediately upon your receipt of the Counsel's
Letter and the Instruction Letter, in accordance with the terms of the
Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such
funds should remain in the Trust Account and distributed after the Consummation
Date to the Company. Upon the distribution of all the funds in the Trust Account
pursuant to the terms hereof, the Trust Agreement shall be terminated and the
Trust Account closed.
In
the
event that the Business Combination is not consummated on the Consummation
Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held
in
the Trust Account shall be reinvested as provided in the Trust Agreement on
the
business day immediately following the Consummation Date as set forth in the
notice.
| Very truly yours, | ||
| REDSTAR PARTNERS, INC. | ||
| |
|
|
| By: | ||
|
Xxxxxx X. Xxxxxxx, Chairman of the Board |
||
| |
|
|
| By: | ||
|
Xxxxxxxx Xxxx , Secretary |
||
cc:
Xxxxxx Xxxxxx & Co. Inc.
EXHIBIT
B
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxx
| Re: |
Trust
Account No. _______ Termination
Letter
|
Gentlemen:
Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between
Redstar
Partners, Inc. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of ____________, 2008 (“Trust Agreement”), this is to
advise you that the Company has been unable to effect a Business Combination
with a Target Company within the time frame specified in the Company’s
Memorandum and Articles of Association, as described in the Company’s prospectus
relating to its IPO.
In
accordance with the terms of the Trust Agreement, we hereby authorize you,
to
commence liquidation of the Trust Account as promptly as practicable to
shareholders of record on the Last Date (as defined in the Trust Agreement).
You
will notify the Company in writing as to when all of the funds in the Trust
Account will be available for immediate transfer (“Transfer Date”) in accordance
with the terms of the Trust Agreement and the Memorandum and Articles of
Association of the Company. You shall commence distribution of such funds in
accordance with the terms of the Trust Agreement and the Memorandum and Articles
of Association of the Company and you shall oversee the distribution of the
funds. Upon the distribution of all the funds in the Trust Account, your
obligations under the Trust Agreement shall be terminated.
| Very truly yours, | ||
| REDSTAR PARTNERS, INC. | ||
| |
|
|
| By: | ||
|
Xxxxxx X. Xxxxxxx, Chairman of the Board |
||
| |
|
|
| By: | ||
|
Xxxxxxxx Xxxx , Secretary |
||
cc:
Xxxxxx Xxxxxx & Co. Inc.
EXHIBIT
C
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxx
| Re: |
Trust
Account No. __________
|
Gentlemen:
Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Redstar
Partners, Inc. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of ___________, 2008 (“Trust Agreement”), this
is
to advise you that the Company hereby requests that you deliver to the Company
$_______ of the income earned on the Property as of the date hereof. The Company
needs such funds to pay for the tax obligations as set forth on the attached
tax
return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the Company’s operating
account at:
[WIRE
INSTRUCTION INFORMATION]
| Very truly yours, | ||
| REDSTAR PARTNERS, INC. | ||
| |
|
|
| By: | ||
|
Xxxxxx X. Xxxxxxx, Chairman of the Board |
||
| |
|
|
| By: | ||
|
Xxxxxxxx Xxxx , Secretary |
||
cc:
Xxxxxx Xxxxxx & Co. Inc.
EXHIBIT
D
[Letterhead
of Company]
[Insert
date]
Continental
Stock Transfer
&
Trust Company
00
Xxxxxxx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Xxxxxx Xxxxxx
| Re: |
Trust
Account No. __________
|
Gentlemen:
Pursuant
to paragraph 2(b) of the Investment Management Trust Agreement between Redstar
Partners, Inc. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of __________, 2008 (“Trust Agreement”), this
is
to advise you that the Company hereby requests that you deliver to the Company
$_______ of the income earned on the Property as of the date hereof, which
does
not exceed, in the aggregate with all such prior disbursements pursuant to
paragraph 2(b), if any, the maximum amount set forth in paragraph 2(b). The
Company needs such funds to cover its expenses relating to administrative
expenses, investigating and selecting a target business and other working
capital requirements. In accordance with the terms of the Trust Agreement,
you
are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the Company’s operating account
at:
[WIRE
INSTRUCTION INFORMATION]
| Very truly yours, | ||
| REDSTAR PARTNERS, INC. | ||
| |
|
|
| By: | ||
|
Xxxxxx X. Xxxxxxx, Chairman of the Board |
||
| |
|
|
| By: | ||
|
Xxxxxxxx Xxxx , Secretary |
||
cc:
Xxxxxx Xxxxxx & Co. Inc.
EXHIBIT
E
|
AUTHORIZED
INDIVIDUAL(S)
|
AUTHORIZED
|
||
|
FOR
TELEPHONE CALL BACK
|
TELEPHONE
NUMBER(S)
|
||
|
Company:
|
|||
|
Redstar
Partners, Inc.
|
|||
|
000
Xxxx 00xx
Xxxxxx, 00xx
Xxxxx
|
|||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|||
|
Attn:
Xxxxxx X. Xxxxxxx, Chairman
|
(000)
000-0000
|
||
|
Trustee:
|
|||
|
Continental
Stock Transfer
&
Trust Company
|
|||
|
00
Xxxxxxx Xxxxx
|
|||
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|||
|
Attn:
|
(___)
___-____
|
