REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 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 • April 15th, 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 • April 15th, 2008 • Redstar Partners, Inc. • Blank checks • New York
WHEREAS, the Company has received binding commitments from Parallax Power Components, LLC and McWong Consultants, Inc. (the “Insiders”), to purchase an aggregate of 1,750,000 warrants (“Insider Warrants”) pursuant to Subscription Agreements dated as of ___________, 2008 (the “Subscription Agreement”); and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 15th, 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.
REDSTAR PARTNERS, INC.Redstar Partners, Inc. • April 15th, 2008 • Blank checks
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”).
