WARRANT ESCROW AGREEMENT
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 ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO. INC. (collectively, the “Insider Purchasers”) and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”).
WHEREAS,
the Company has received binding commitments (“Subscription Agreements”) from
the Insider Purchasers to purchase an aggregate of 2,290,000 warrants
(“Insider Warrants”).
WHEREAS,
the Company has entered into an Underwriting Agreement, dated ___________,
2008
(“Underwriting Agreement”), with ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. (“MJC”) acting as
representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase
4,500,000 units (“Units”) of the Company. Each Unit consists of one ordinary
share of the Company, par value $.0001 per share (“Ordinary Shares”), and one
Warrant, each Warrant to purchase one Ordinary Share, all as more fully
described in the Company’s final Prospectus, dated _________, 2008
(“Prospectus”) comprising part of the Company’s Registration Statement on Form
S-1 (File No. 333-149327) under the Securities Act of 1933, as amended
(“Registration Statement”), declared effective on _______, 2008 (“Effective
Date”).
WHEREAS,
the Insider Purchasers have agreed as a condition of the sale of the Units
to
deposit their Insider Warrants, as set forth opposite their respective names
in
Exhibit A attached hereto (collectively “Escrow Warrants”), in escrow as
hereinafter provided.
WHEREAS,
the Company and the Insider Purchasers desire that the Escrow Agent accept
the
Escrow Warrants, in escrow, to be held and disbursed as hereinafter
provided.
IT
IS
AGREED:
1. Appointment
of Escrow Agent.
The
Company and the Insider Purchasers 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 Warrants.
On or
before the Effective Date, the Insider Purchasers shall deliver to the Escrow
Agent certificates representing the Escrow Warrants, to be held and disbursed
subject to the terms and conditions of this Agreement. The Insider Purchasers
acknowledge that the certificates representing the Escrow Warrants are legended
to reflect the deposit of such Escrow Warrants under this
Agreement.
3. Disbursement
of the Escrow Warrants.
The
Escrow Agent shall hold the Escrow Warrants until the consummation of a Business
Combination (as such term is defined in the Registration Statement) (“Escrow
Period”), on which date it shall, upon written instructions from the Insider
Purchasers, disburse the Insider Purchasers’ Escrow Warrants to the Insider
Purchasers; 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 Warrants. The Escrow Agent shall have
no further duties hereunder after the disbursement or destruction of the Escrow
Warrants in accordance with this Section 3.
4. Restrictions
on Transfer of Escrow Warrants.
During
the Escrow Period, no sale, transfer or other disposition may be made of any
or
all of the Escrow Warrants except upon the dissolution and liquidation of an
Insider Purchaser and the distribution of assets to its members; 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 Subscription Agreement signed by the Insider Purchaser
making the transfer.
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 Warrants 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 Warrants or it may deposit the Escrow Warrants with the clerk of
any
appropriate court or it may retain the Escrow Warrants 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
Warrants 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.
2
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
counsel, advisors’ 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 Insider
Purchasers 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 Warrants held
hereunder. If no new escrow agent is so appointed within the 60 day period
following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Warrants 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 other parties hereto,
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 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.
6.2 Third
Party Beneficiaries.
Each of
the Insider Purchasers 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 MJC.
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
the charged.
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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:
▇▇▇
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
If
to the
Insider Purchasers, to their respective addresses set forth in Exhibit
A.
and
if to
the Escrow Agent, to:
Continental
Stock Transfer & Trust Company
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
Chairman
A
copy of
any notice sent hereunder shall be sent to:
▇▇▇▇▇▇
▇▇▇▇▇▇ & Co. Inc.
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇▇▇▇▇▇
and:
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
The
Chrysler Building
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Esq.
4
and:
Ellenoff
▇▇▇▇▇▇▇▇ & Schole LLP
▇▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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 the 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.
5
WITNESS
the execution of this Agreement as of the date first above written.
| MCWONG CONSULTANTS, INC. | ||
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Name:
Title:
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Alex
▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇
▇▇▇▇▇▇ & CO. INC.
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| By: | ||
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Name:
Title:
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CONTINENTAL
STOCK TRANSFER
&
TRUST COMPANY
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Name:
Title:
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6
EXHIBIT
A
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Name
and Address of
Insider
Purchaser
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Number
of
Warrants
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Warrant
Number
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Date
of
Subscription
Agreement
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Parallax
Power Components LLC
▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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1,271,500
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1
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____________,
2008
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McWong
Consultants, Inc.
▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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590,800
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2
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____________,
2008
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| Alex
▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
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▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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147,700 | 3 |
____________,
2008
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| ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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100,000 | 4 |
____________,
2008
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▇▇▇▇▇▇
▇▇▇▇▇▇ & Co. Inc.
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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180,000
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5
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____________,
2008
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