Subscription Agreement
As
of
_________, 2008
To
the
Board of Directors of
Gentlemen:
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
Xxxxxx Xxxxxx & 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.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Xxxxxxxx Xxxxxx, as escrow agent (“Escrow Agent”),
to hold in a non-interest bearing account until the Company consummates the
IPO.
Simultaneously with the consummation of the IPO, the Escrow Agent shall deposit
the Purchase Price, without interest or deduction, into the trust fund (“Trust
Fund”) established by the Company for the benefit of the Company’s public
shareholders as described in the Company’s Registration Statement, pursuant to
the terms of an Investment Management Trust Agreement to be entered into between
the Company and Continental Stock Transfer & Trust Company. In the event
that the IPO is not consummated within 14 days of the date the Purchase Price
is
delivered to the Escrow Agent, the Escrow Agent shall return the Purchase Price
to the undersigned, without interest or deduction.
The
undersigned represents and warrants that it has been advised that the Insider
Warrants have not been registered under the Securities Act; that it is acquiring
the Insider Warrants for its account for investment purposes only; that it
has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that it is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”); and that it is
familiar with the proposed business, management, financial condition and affairs
of the Company.
Moreover,
the undersigned agrees that it shall not sell or transfer the Insider Warrants
or any underlying securities until after the Company consummates a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business (“Business Combination”) and acknowledges that the
certificates for such Insider Warrants shall contain a legend indicating such
restriction on transferability.
The
Company hereby acknowledges and agrees that, in the event the Company calls
the
Warrants for redemption pursuant to that certain Warrant Agreement to be entered
into by the Company and Continental Stock Transfer & Trust Company in
connection with the Company’s IPO, the Company shall allow the undersigned to
exercise any Insider Warrants by surrendering such Warrants for that number
of
Ordinary Shares equal to the quotient obtained by dividing (x) the product
of
the number of Ordinary Shares underlying the Warrant, multiplied by the
difference between the Warrant exercise price and the “Fair Market Value”
(defined below) by (y) the Fair Market Value. The “Fair Market Value” shall mean
the average reported last sale price of the Ordinary Shares for the 10 trading
days ending on the third trading day prior to the date on which the notice
of
redemption is sent to holders of Warrants.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of
MJC.
Very
truly yours,
___________________
Agreed
to:
By:
__________________________
Name:
Title:
Xxxxxx
Xxxxxx & Co. Inc.
By:
___________________________
Name:
Title:
Xxxxxxxx
Xxxxxx
By:
___________________________
Name:
Title:
