0001144204-08-040622 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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UNDERWRITING AGREEMENT between REDSTAR PARTNERS, INC. and MORGAN JOSEPH & CO. INC. Dated: , 2008
Underwriting 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 AGREEMENT
Warrant 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 AGREEMENT
Investment 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”).

SECURITIES ESCROW AGREEMENT
Securities 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 AGREEMENT
Warrant 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”).

REVOLVING LINE OF CREDIT AGREEMENT
Revolving 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.

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