Exhibit 4.4

     

    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES
      THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) MORGAN JOSEPH & CO. INC. (“MORGAN
      JOSEPH”),
      OR AN
      UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A
      BONA
      FIDE OFFICER OR PARTNER OF MORGAN JOSEPH OR OF ANY SUCH UNDERWRITER OR SELECTED
      DEALER.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY
      REDSTAR PARTNERS, INC. (“COMPANY”)
      OF A
      MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS
      COMBINATION (“BUSINESS
      COMBINATION”)
      (AS
      DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN))
      OR 
                      ,
      2009. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME,
                        ,
      2013.

     

    UNIT
      PURCHASE OPTION

     

    FOR
      THE
      PURCHASE OF

     

    210,000
      UNITS

     

    OF

     

    REDSTAR
      PARTNERS, INC.

     

    1.  Purchase
      Option.

     

    THIS
      CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of Morgan
      Joseph or its designee (“Holder”),
      as
      registered owner of this Purchase Option, to Redstar Partners, Inc.
      (“Company”),
      Holder is entitled, at any time or from time to time upon the later of the
      consummation of a Business Combination or
                   
     , 2009 (“Commencement
      Date”),
      and
      at or before 5:00 p.m., New York City local time,
                      ,
      2013 (“Expiration
      Date”),
      but
      not thereafter, to subscribe for, purchase and receive, in whole or in part,
      up
      to 210,000 units (“Units”)
      of the
      Company, each Unit consisting of one share of common stock of the Company,
      par
      value $0.0001 per share (“Shares”),
      and
      one warrant (“Warrant(s)”)
      expiring four years from the effective date (“Effective
      Date”)
      of the
      registration statement (“Registration
      Statement”)
      pursuant to which Units are offered for sale to the public (“Offering”).
      Each
      Warrant is the same as the warrants included in the Units being registered
      for
      sale to the public by way of the Registration Statement (“Public
      Warrants”).
      If
      the Expiration Date is a day on which banking institutions are authorized by
      law
      to close, then this Purchase Option may be exercised on the next succeeding
      day
      which is not such a day in accordance with the terms herein. During the period
      ending on the Expiration Date, the Company agrees not to take any action that
      would terminate the Purchase Option. This Purchase Option is initially
      exercisable at $8.00 per Unit so purchased; provided, however, that upon the
      occurrence of any of the events specified in Section 6 hereof, the rights
      granted by this Purchase Option, including the exercise price per Unit and
      the
      number of Units (and Shares and Warrants) to be received upon such exercise,
      shall be adjusted as therein specified. The term “Exercise Price” shall mean the
      initial exercise price or the adjusted exercise price, depending on the
      context.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.  Exercise.

     

    2.1 Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased
      payable in cash or by certified check or official bank check. If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., New York City local time, on the Expiration Date this Purchase Option
      shall become and be void without further force or effect, and all rights
      represented hereby shall cease and expire.

     

    2.2 Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (“Act”):

     

    “The
      securities represented by this certificate have not been registered under
      the Securities Act of 1933, as amended (“Act”) or applicable state law. The
      securities may not be offered for sale, sold or otherwise transferred
      except pursuant to an effective registration  statement under the Act, or
      pursuant to an exemption from registration  under the Act and applicable
      state law.”

     

    2.3 Cashless
      Exercise.

     

    2.3.1 Determination
      of Amount.  
      In lieu of the payment of the Exercise Price multiplied by the number of Units
      for which this Purchase Option is exercisable (and in lieu of being entitled
      to
      receive Shares and Warrants) in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (the “Conversion
      Right”)
      as
      follows: upon exercise of the Conversion Right, the Company shall deliver to
      the
      Holder (without payment by the Holder of any of the Exercise Price in cash)
      that
      number of Shares and Warrants comprising that number of Units equal to the
      quotient obtained by dividing (x) the “Value” (as defined below) of the portion
      of the Purchase Option being converted by (y) the Current Market Value (as
      defined below) of the portion of the Purchase Option being converted. The
“Value”
of
      the
      portion of the Purchase Option being converted shall equal the remainder derived
      from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of
      Units underlying the portion of this Purchase Option being converted from (b)
      the Current
      Market Value
      of a
      Unit multiplied by the number of Units underlying the portion of the Purchase
      Option being converted. As used herein, the term “Current
      Market Value”
per
      Unit at any date means: (A) in the event that neither the Units nor Warrants
      are
      still trading, the remainder derived from subtracting (x) the exercise price
      of
      the Warrants multiplied by the number of Shares issuable upon exercise of the
      Warrants underlying one Unit from (y) (i) the Current Market Price of the Shares
      multiplied by (ii) the number of Shares
      underlying one Unit, which shall include the Shares underlying the Warrants
      included in such Unit; (B) in the event that the Units, Shares and Warrants
      are
      still trading, (i) if the Units are listed on a national securities exchange
      or
      quoted on the Nasdaq Global Market, Nasdaq Capital Market or NASD OTC Bulletin
      Board (or successor such as the Bulletin Board Exchange), the last sale price
      of
      the Units in the principal trading market for the Units as reported by the
      exchange, Nasdaq or the NASD, as the case may be, on the last trading day
      preceding the date in question; or (ii) if the Units are not listed on a
      national securities exchange or quoted on the Nasdaq National Market, Nasdaq
      SmallCap Market or the NASD OTC Bulletin Board (or successor exchange), but
      are
      traded in the residual over-the-counter market, the closing bid price for Units
      on the last trading day preceding the date in question for which such quotations
      are reported by the Pink Sheets, LLC or similar publisher of such quotations;
      and (C) in the event that the Units are not still trading but the Shares and
      Warrants underlying the Units are still trading, the Current Market Price of
      the
      Shares plus the product of (x) the Current Market Price of the Warrants and
      (y)
      the number of Shares underlying the Warrants included in one Unit. The
“Current
      Market Price”
shall
      mean (i) if the Shares (or Warrants, as the case may be) are listed on a
      national securities exchange or quoted on the Nasdaq National Market, Nasdaq
      SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin
      Board Exchange), the last sale price of the Shares (or Warrants) in the
      principal trading market for the Shares as reported by the exchange, Nasdaq
      or
      the NASD, as the case may be, on the last trading day preceding the date in
      question; (ii) if the Shares (or Warrants, as the case may be) are not listed
      on
      a national securities exchange or quoted on the Nasdaq National Market, Nasdaq
      SmallCap Market or the NASD OTC Bulletin Board (or successor exchange), but
      are
      traded in the residual over-the-counter market, the closing bid price for the
      Shares (or Warrants) on the last trading day preceding the date in question
      for
      which such quotations are reported by the Pink Sheets, LLC or similar publisher
      of such quotations; and (iii) if the fair market value of the Shares cannot
      be
      determined pursuant to clause (i) or (ii) above, such price as the Board of
      Directors of the Company shall determine, in good faith.

     

    
      
        
        

      

      
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    2.3.2 Mechanics
      of Cashless Exercise.
      The
      Cashless Exercise Right may be exercised by the Holder on any business day
      on or
      after the Commencement Date and not later than the Expiration Date by delivering
      the Purchase Option with the duly executed exercise form attached hereto with
      the cashless exercise section completed to the Company, exercising the Cashless
      Exercise Right and specifying the total number of Units the Holder will purchase
      pursuant to such Cashless Exercise Right.

     

    3.  Transfer.

     

    3.1 General
      Restrictions.
      The
      registered Holder of this Purchase Option, by its acceptance hereof, agrees
      that
      it will not sell, transfer, assign, pledge or hypothecate this Purchase Option
      for a period of one year following the Effective Date to anyone other than
      (i)
      Morgan Joseph or an underwriter or a selected dealer in connection with the
      Offering, or (ii) a bona fide officer or partner of Morgan Joseph or of any
      such
      underwriter or selected dealer. On and after the first anniversary of the
      Effective Date, transfers to others may be made subject to compliance with
      or
      exemptions from applicable securities laws. In order to make any permitted
      assignment, the Holder must deliver to the Company the assignment form attached
      hereto duly executed and completed, together with the Purchase Option and
      payment of all transfer taxes, if any, payable in connection therewith. The
      Company shall within five business days transfer this Purchase Option on the
      books of the Company and shall execute and deliver a new Purchase Option or
      Purchase Options of like tenor to the appropriate assignee(s) expressly
      evidencing the right to purchase the aggregate number of Units purchasable
      hereunder or such portion of such number as shall be contemplated by any such
      assignment.

     

    3.2 Restrictions
      Imposed by the Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder that
      the securities may be transferred pursuant to an exemption from registration
      under the Act and applicable state securities laws, the availability of which
      is
      established to the reasonable satisfaction of the Company (the Company hereby
      agreeing that the opinion of Graubard Miller shall be deemed satisfactory
      evidence of the availability of an exemption), or (ii) a registration statement
      or a post-effective amendment to the Registration Statement relating to such
      securities has been filed by the Company and declared effective by the
      Securities and Exchange Commission (the “Commission”)
      and
      compliance with applicable state securities law has been
      established.

     

    4. New
      Purchase Options to be Issued.

     

    4.1 Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be exercised
      or assigned in whole or in part.  In the event of the exercise or
      assignment hereof in part only, upon surrender of this Purchase Option for
      cancellation, together with the duly executed exercise or assignment form and
      except in the case of an exercise of this Purchase Option contemplated by
      Section 2.3 hereof, funds sufficient to pay any Exercise Price and/or transfer
      tax, the Company shall cause to be delivered to the Holder without charge a
      new
      Purchase Option of like tenor to this Purchase Option in the name of the Holder
      evidencing the right of the Holder to purchase the number of Units purchasable
      hereunder as to which this Purchase Option has not been exercised or
      assigned.

     

    4.2 Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification or the posting of a bond, the Company shall execute and deliver
      a new Purchase Option of like tenor and date. Any such new Purchase Option
      executed and delivered as a result of such loss, theft, mutilation or
      destruction shall constitute a substitute contractual obligation on the part
      of
      the Company.

     

    
      
        
        

      

      
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    5. Registration
      Rights.

     

    5.1 Demand
      Registration.

     

    5.1.1 Grant
      of Right.
      The
      Company, upon written demand (“Initial
      Demand Notice”)
      of the
      Holder(s) of at least 51% of the Purchase Options and/or the underlying Units
      and/or the underlying securities (“Majority
      Holders”),
      agrees to register (the “Demand
      Registration”)
      under
      the Act on one occasion, all or any portion of the Purchase Options requested
      by
      the Majority Holders in the Initial Demand Notice and all of the securities
      underlying such Purchase Options, including the Units, Shares, the Warrants
      and
      the Shares underlying the Warrants (collectively, the “Registrable
      Securities”).
      On
      such occasion, the Company will file a registration statement or a
      post-effective amendment to the Registration Statement
      covering the Registrable Securities within sixty days after receipt of the
      Initial Demand Notice and use its best efforts to have such registration
      statement or post-effective amendment declared effective as soon as possible
      thereafter. The demand for registration may be made at any time during a period
      of five years beginning on the Effective Date.  The Initial Demand Notice
      shall specify the number of shares of Registrable Securities proposed to be
      sold
      and the intended method(s) of distribution thereof. The Company will notify
      all
      holders of the Purchase Options and/or Registrable Securities of the demand
      within ten days from the date of the receipt of any such Initial Demand Notice.
      Each holder of Registrable Securities who wishes to include all or a portion
      of
      such holder’s Registrable Securities in the Demand Registration (each such
      holder including shares of Registrable Securities in such registration, a
“Demanding
      Holder”)
      shall
      so notify the Company within fifteen (15) days after the receipt by the holder
      of the notice from the Company. Upon any such request, the Demanding Holders
      shall be entitled to have their Registrable Securities included in the Demand
      Registration, subject to Section 5.1.4.

     

    5.1.2 Effective
      Registration.
      A
      registration will not count as a Demand Registration until the registration
      statement filed with the Commission with respect to such Demand Registration
      has
      been declared effective and the Company has complied with all of its obligations
      under this Agreement with respect thereto; provided, however, that if, after
      such registration statement has been declared effective, the offering of
      Registrable Securities pursuant to a Demand Registration is interfered with
      by
      any stop order or injunction of the Commission or any other governmental agency
      or court, the registration statement with respect to such Demand Registration
      will be deemed not to have been declared effective, unless and until, (i) such
      stop order or injunction is removed, rescinded or otherwise terminated, and
      (ii)
      a majority-in-interest of the Demanding Holders thereafter elect to continue
      the
      offering.

     

    5.1.3 Underwritten
      Offering.
      If the
      Majority Holders so elect and such holders so advise the Company as part of
      the
      Initial Demand Notice, the offering of such Registrable Securities pursuant
      to
      such Demand Registration shall be in the form of an underwritten offering.
      In
      such event, the right of any holder to include its Registrable Securities in
      such registration shall be conditioned upon such holder’s participation in such
      underwriting and the inclusion of such holder’s Registrable Securities in the
      underwriting to the extent provided herein. All Demanding Holders proposing
      to
      distribute their securities through such underwriting shall enter into an
      underwriting agreement in customary form with the underwriter or underwriters
      selected for such underwriting by the Majority Holders.

     

    5.1.4 Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Demand Registration that is to be
      an
      underwritten offering advises the Company and the Demanding Holders in writing
      that the dollar amount or number of shares of Registrable Securities which
      the
      Demanding Holders desire to sell, taken together with all other Shares or other
      securities which the Company desires to sell and the Shares, if any, as to
      which
      registration has been requested pursuant to written contractual piggy-back
      registration rights held by other stockholders of the Company who desire to
      sell, exceeds the maximum dollar amount or maximum number of shares that can
      be
      sold in such offering without adversely affecting the proposed offering price,
      the timing, the distribution method, or the probability of success of such
      offering (such maximum dollar amount or maximum number of shares, as applicable,
      the “Maximum
      Number of Shares”),
      then
      the Company shall include in such registration: (i) first, the
      Registrable Securities as to which Demand Registration has been requested by
      the
      Demanding Holders (pro rata in accordance with the number of shares that each
      such Person has requested be included in such registration, regardless of the
      number of shares held by each such Person (such proportion is referred to herein
      as “Pro
      Rata”))
      that
      can be sold without exceeding the Maximum Number of Shares; (ii) second, to
      the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the Shares or other securities that the Company desires
      to
      sell that can be sold without exceeding the Maximum Number of Shares; (iii)
      third, to the extent that the Maximum Number of Shares has not been reached
      under the foregoing clauses (i) and (ii), the Shares or other securities
      registrable pursuant to the terms of the Registration Rights Agreement between
      the Company and the initial investors in the Company, dated as of
                  ,
      2008 (the “Registration
      Rights Agreement”
and
      such registrable securities, the “Investor
      Securities”)
      as to
      which “piggy-back” registration has been requested by the holders thereof, Pro
      Rata, that can be sold without exceeding the Maximum Number of Shares; and
      (iv)
      fourth, to the extent that the Maximum Number of Shares have not been reached
      under the foregoing clauses (i), (ii), and (iii), the Shares or other securities
      for the account of other persons that the Company is obligated to register
      pursuant to written contractual arrangements with such persons and that can
      be
      sold without exceeding the Maximum Number of Shares.

     

    
      
        
        

      

      
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    5.1.5 Withdrawal.
      If a
      majority-in-interest of the Demanding Holders disapprove of the terms of any
      underwriting or are not entitled to include all of their Registrable Securities
      in any offering, such majority-in-interest of the Demanding Holders may elect
      to
      withdraw from such offering by giving written notice to the Company and the
      underwriter or underwriters of their request to withdraw prior to the
      effectiveness of the registration statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in Section 5.1.

     

    5.1.6 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders to represent them in connection with the sale of the Registrable
      Securities, but the Holders shall pay any and all underwriting commissions.
      The
      Company agrees to use its reasonable best efforts to qualify or register the
      Registrable Securities in such states as are reasonably requested by the
      Majority Holder(s); provided, however, that in no event shall the Company be
      required to register the Registrable Securities in a state in which such
      registration would cause (i) the Company to be obligated to qualify to do
      business in such state, or would subject the Company to taxation as a foreign
      corporation doing business in such jurisdiction or (ii) the principal
      stockholders of the Company to be obligated to escrow their shares of capital
      stock of the Company. The Company shall cause any registration statement or
      post-effective amendment filed pursuant to the demand rights granted under
      Section 5.1.1 to remain effective for a period of nine consecutive months from
      the effective date of such registration statement or post-effective
      amendment.

     

    5.2 Piggy-Back
      Registration.

     

    5.2.1 Piggy-Back
      Rights.
      If at
      any time during the seven year period commencing on the Effective Date the
      Company proposes to file a registration statement under the Act with respect
      to
      an offering of equity securities, or securities or other obligations exercisable
      or exchangeable for, or convertible into, equity securities, by the Company
      for
      its own account or for stockholders of the Company for their account (or by
      the
      Company and by stockholders of the Company including, without limitation,
      pursuant to Section 5.1), other than a registration statement (i) filed in
      connection with any employee stock option or other benefit plan, (ii) for an
      exchange offer or offering of securities solely to the Company’s existing
      stockholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then the
      Company shall (x) give written notice of such proposed filing to the holders
      of
      Registrable Securities as soon as practicable but in no event less than ten
      (10)
      days before the anticipated filing date, which notice shall describe the amount
      and type of securities to be included in such offering, the intended method(s)
      of distribution, and the name of the proposed managing underwriter or
      underwriters, if any, of the offering, and (y) offer to the holders of
      Registrable Securities in such notice the opportunity to register the sale
      of
      such number of shares of Registrable Securities as such holders may request
      in
      writing within five (5) days following receipt of such notice (a “Piggy-Back
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      registration and shall use its best efforts to cause the managing underwriter
      or
      underwriters of a proposed underwritten offering to permit the Registrable
      Securities requested to be included in a Piggy-Back Registration on the same
      terms and conditions as any similar securities of the Company and to permit
      the
      sale or other disposition of such Registrable Securities in accordance with
      the
      intended method(s) of distribution thereof. All holders of Registrable
      Securities proposing to distribute their securities through a Piggy-Back
      Registration that involves an underwriter or underwriters shall enter into
      an
      underwriting agreement in customary form with the underwriter or underwriters
      selected for such Piggy-Back Registration.

     

    
      
        
        

      

      
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    5.2.2 Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Piggy-Back Registration that is
      to be
      an underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number of Shares which the
      Company desires to sell, taken together with Shares, if any, as to which
      registration has been demanded pursuant to written contractual arrangements
      with
      persons other than the holders of Registrable Securities hereunder, the
      Registrable Securities as to which registration has been requested under this
      Section 5.2, and the Shares, if any, as to which registration has been requested
      pursuant to the written contractual piggy-back registration rights of other
      stockholders of the Company, exceeds the Maximum Number of Shares, then the
      Company shall include in any such registration:

     

    (a) If
      the
      registration is undertaken for the Company’s account: (A) first, the Shares or
      other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; (B) second, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clause (A),
      the Shares or other securities, if any, comprised of  Registrable
      Securities and Investor Securities, as to which registration has been requested
      pursuant to the applicable written contractual piggy-back registration rights
      of
      such security holders, Pro Rata, that can be sold without exceeding the Maximum
      Number of Shares; and (C) third, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clauses (A) and (B), the Shares or
      other securities for the account of other persons that the Company is obligated
      to register pursuant to written contractual piggy-back registration rights
      with
      such persons and that can be sold without exceeding the Maximum Number of
      Shares;

    (b) 
      If the
      registration is a “demand” registration undertaken at the demand of holders of
      Investor Securities, (A) first, the Shares or other securities for the account
      of the demanding persons, Pro Rata, that can be sold without exceeding the
      Maximum Number of Shares; (B) second, to the extent that the Maximum Number
      of
      Shares has not been reached under the foregoing clause (A), the Shares or other
      securities that the Company desires to sell that can be sold without exceeding
      the Maximum Number of Shares; (C) third, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clauses (A) and (B), the
      shares of Registrable Securities, Pro Rata, as to which registration has been
      requested pursuant to the terms hereof, that can be sold without exceeding
      the
      Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number
      of Shares has not been reached under the foregoing clauses (A), (B) and (C),
      the
      Shares or other securities for the account of other persons that the Company
      is
      obligated to register pursuant to written contractual arrangements with such
      persons, that can be sold without exceeding the Maximum Number of Shares;
      and

     

    (c) 
      If the
      registration is a “demand” registration undertaken at the demand of persons
      other than either the holders of Registrable Securities or of Investor
      Securities, (A) first, the Shares or other securities for the account of the
      demanding persons that can be sold without exceeding the Maximum Number of
      Shares; (B) second, to the extent that the Maximum Number of Shares has not
      been
      reached under the foregoing clause (A), the Shares or other securities that
      the
      Company desires to sell that can be sold without exceeding the Maximum Number
      of  Shares; (C) third, to the extent that the Maximum Number of Shares has
      not been reached under the foregoing clauses (A) and (B), collectively the
      Shares or other securities comprised of Registrable Securities and Investor
      Securities, Pro Rata, as to which registration has been requested pursuant
      to
      the terms hereof and of the Registration Rights Agreement, as applicable, that
      can be sold without exceeding the Maximum Number of Shares; and (D) fourth,
      to
      the extent that the Maximum Number of Shares has not been reached under the
      foregoing clauses (A), (B) and (C), the Shares or other securities for the
      account of other persons that the Company is obligated to register pursuant
      to
      written contractual arrangements with such persons, that can be sold without
      exceeding the Maximum Number of Shares.

     

    
      
        
        

      

      
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    5.2.3 Withdrawal.
      Any
      holder of Registrable Securities may elect to withdraw such holder’s request for
      inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the registration statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the registration statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the holders of Registrable Securities in connection with such Piggy-Back
      Registration as provided in Section 5.2.4.

     

    5.2.4 Terms.
      The
      Company shall bear all fees and expenses attendant to registering the
      Registrable Securities, including the expenses of any legal counsel selected
      by
      the Holders
      to represent them in connection with the sale of the Registrable Securities
      but
      the Holders shall pay any and all underwriting commissions related to the
      Registrable Securities. In the event of such a proposed registration, the
      Company shall furnish the then Holders of outstanding Registrable Securities
      with not less than fifteen days written notice prior to the proposed date of
      filing of such registration statement. Such notice to the Holders shall continue
      to be given for each applicable registration statement filed (during the period
      in which the Purchase Option is exercisable) by the Company until such time as
      all of the Registrable Securities have been registered and sold. The Holders
      of
      the Registrable Securities shall exercise the “piggy-back” rights provided for
      herein by giving written notice, within ten days of the receipt of the Company’s
      notice of its intention to file a registration statement. The Company shall
      cause any registration statement filed pursuant to the above “piggyback” rights
      to remain effective for at least nine months from the date that the Holders
      of
      the Registrable Securities are first given the opportunity to sell all of such
      securities.

     

    5.3 No
      Net-Cash Settlement or Damages Upon Failure of Registration. In
      no
      event shall the registered Holder of this Purchase Option be entitled to (i)
      net-cash settlement of this Purchase Option, regardless of whether any or all
      of
      the Registrable Securities have been registered by the Company pursuant to
      an
      effective registration statement, or (ii) receive any damages if any or all
      of
      the Registrable Securities have not been registered by the Company pursuant
      to
      an effective registration statement, subject to the requirement that the Company
      use its best efforts to have a registration statement or post-effective
      amendment filed pursuant this Section 5 declared effective as soon as possible
      after receiving the Initial Demand Notice.  In the event there is no
      effective registration statement related to the issuance or exercise of the
      Warrants contained within the Units, that portion of the Units may not be
      exercisable by the Holder and therefore may expire and be
      worthless.

     

    5.4 General
      Terms.

     

    5.4.1 Indemnification.
      The
      Company shall indemnify the Holder(s) of the Registrable Securities to be sold
      pursuant to any registration statement hereunder and each person, if any, who
      controls such Holders within the meaning of Section 15 of the Act or Section
      20(a) of the Securities Exchange Act of 1934, as amended (“Exchange
      Act”),
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Act, the Exchange Act or otherwise,
      arising from such registration statement but only to the same extent and with
      the same effect as the provisions pursuant to which the Company has agreed
      to
      indemnify the underwriters contained in Section 5 of the Underwriting Agreement
      between the Company, Morgan Joseph and the other underwriters named therein
      dated the Effective Date. The Holder(s) of the Registrable Securities to be
      sold
      pursuant to such registration statement, and their successors and assigns,
      shall
      severally, and not jointly, indemnify the Company, its officers and directors
      and each person, if any, who controls the Company within the meaning of Section
      15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
      damage, expense or liability (including all reasonable attorneys’ fees and other
      expenses reasonably incurred in investigating, preparing or defending against
      any claim whatsoever) to which they may become subject under the Act, the
      Exchange Act or otherwise, arising from information furnished by or on behalf
      of
      such Holders, or their successors or assigns, in writing, for specific inclusion
      in such registration statement to the same extent and with the same effect
      as
      the provisions contained in Section 5 of the Underwriting Agreement pursuant
      to
      which the underwriters have agreed to indemnify the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    5.4.2 Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder(s)
      to exercise their Purchase Options or Warrants underlying such Purchase Options
      prior to or after the initial filing of any registration statement or the
      effectiveness thereof.

     

    5.4.3 Documents
      Delivered to Holders.
      The
      Company shall furnish Morgan Joseph, as representative of the Holders
      participating in any of the foregoing offerings, a signed counterpart, addressed
      to the participating Holders, of (i) an opinion of counsel to the Company,
      dated
      the effective date of such registration statement (and, if such registration
      includes an underwritten public offering, an opinion dated the date of the
      closing under any underwriting agreement related thereto), and (ii) a “cold
      comfort” letter dated the effective date of such registration statement (and, if
      such registration includes an underwritten public offering, a letter dated
      the
      date of the closing under the underwriting agreement) signed by the independent
      public accountants who have issued a report on the Company’s financial
      statements included in such registration statement, in each case covering
      substantially the same matters with respect to such registration statement
      (and
      the prospectus included therein) and, in the case of such accountants’ letter,
      with respect to events subsequent to the date of such financial statements,
      as
      are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of
      securities. The Company shall also deliver promptly to Morgan Joseph, as
      representative of the Holders participating in the offering, the correspondence
      and memoranda described below and copies of all correspondence between the
      Commission and the Company, its counsel or auditors and all memoranda relating
      to discussions with the Commission or its staff with respect to the registration
      statement and permit Morgan Joseph, as representative of the Holders, to do
      such
      investigation, upon reasonable advance notice, with respect to information
      contained in or omitted from the registration statement as it deems reasonably
      necessary to comply with applicable securities laws or rules of the Financial
      Industry Regulatory Authority (“FINRA”).
      Such
      investigation shall include access to books, records and properties and
      opportunities to discuss the business of the Company with its officers and
      independent auditors, all to such reasonable extent and at such reasonable
      times
      and as often as Morgan Joseph, as representative of the Holders, shall
      reasonably request. The Company shall not be required to disclose any
      confidential information or other records to Morgan Joseph, as representative
      of
      the Holders, or to any other person, until and unless such persons shall have
      entered into reasonable confidentiality agreements (in form and substance
      reasonably satisfactory to the Company), with the Company with respect
      thereto.

     

    5.4.4 Underwriting
      Agreement.
      The
      Company shall enter into an underwriting agreement with the managing
      underwriter(s), if any, selected by any Holders whose Registrable Securities
      are
      being registered pursuant to this Section 5, which managing underwriter shall
      be
      reasonably acceptable to the Company. Such agreement shall be reasonably
      satisfactory in form and substance to the Company, each Holder and such managing
      underwriters, and shall contain such representations, warranties and covenants
      by the Company and such other terms as are customarily contained in agreements
      of that type used by the managing underwriter. The Holders shall be parties
      to
      any underwriting agreement relating to an underwritten sale of their Registrable
      Securities and may, at their option, require that any or all the
      representations, warranties and covenants of the Company to or for the benefit
      of such underwriters shall also be made to and for the benefit of such Holders.
      Such Holders shall not be required to make any representations or warranties
      to
      or agreements with the Company or the underwriters except as they may relate
      to
      such Holders and their intended methods of distribution. Such Holders, however,
      shall agree to such covenants and indemnification and contribution obligations
      for selling stockholders as are customarily contained in agreements of that
      type
      used by the managing underwriter. Further, such Holders shall execute
      appropriate custody agreements and otherwise cooperate fully in the preparation
      of the registration statement and other documents relating to any offering
      in
      which they include securities pursuant to this Section 5. Each Holder shall
      also
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it, and the intended method of disposition of such securities
      as shall be reasonably required to effect the registration of the Registrable
      Securities.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    5.4.5 Rule
      144 Sale.
      Notwithstanding anything contained in this Section 5 to the contrary, the
      Company shall have no obligation pursuant to Sections 5.1 or 5.2 for the
      registration of Registrable Securities held by any Holder (i) where such Holder
      would then be entitled to sell under Rule 144 within any three-month period
      (or
      such other period prescribed under Rule 144 as may be provided by amendment
      thereof) all of the Registrable Securities then held by such Holder, and (ii)
      where the number of Registrable Securities held by such Holder is within the
      volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder
      were an affiliate within the meaning of Rule 144).

     

    5.4.6 Supplemental
      Prospectus.
      Each
      Holder agrees, that upon receipt of any notice from the Company of the happening
      of any event as a result of which the prospectus included in the registration
      statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a material fact required to be stated therein or necessary to
      make the statements therein not misleading in light of the circumstances then
      existing, such Holder will immediately discontinue disposition of Registrable
      Securities pursuant to the registration statement covering such Registrable
      Securities until such Holder’s receipt of the copies of a supplemental or
      amended prospectus, and, if so desired by the Company, such Holder shall deliver
      to the Company (at the expense of the Company) or destroy (and deliver to the
      Company a certificate of such destruction) all copies, other than permanent
      file
      copies then in such Holder’s possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    6. Adjustments.

     

    6.1 Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

     

    6.1.1 Stock
      Dividends - Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 6.3 below,
      the
      number of outstanding Shares is increased by a stock dividend payable in Shares
      or by a split-up of Shares or other similar event, then, on the effective date
      thereof, the number of Shares underlying each of the Units purchasable hereunder
      shall be increased in proportion to such increase in outstanding shares. In
      such
      case, the number of Shares, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one stock dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $10.00 per whole Unit
      (each Warrant underlying the Units is exercisable for $7.00 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $10.00 per Unit, each Unit entitling the holder
      to receive two Shares and two Warrants (each Warrant exercisable for $5.00
      per
      share).

     

    6.1.2 Extraordinary
      Dividend. 
      If the Company, at any time while this Purchase Option is outstanding and
      unexpired, shall pay a dividend or make a distribution in cash, securities
      or
      other assets to the holders of Common Stock (or other shares of the Company’s
      capital stock receivable upon exercise of the Purchase Option), other than
      (i)
      as described in Sections 6.1.1, 6.1.3 or 6.1.4, (ii) regular quarterly or other
      periodic dividends, (iii) in connection with the conversion rights of the
      holders of Common Stock upon consummation of the Company’s initial Business
      Combination or (iv) in connection with the Company’s liquidation and the
      distribution of its assets upon its failure to consummate a Business Combination
      (any such non-excluded event being referred to herein as an “Extraordinary
      Dividend”), then the Exercise Price shall be decreased, effective immediately
      after the effective date of such Extraordinary Dividend, by the amount of cash
      and/or the fair market value (as determined by the Company’s Board of Directors,
      in good faith) of any securities or other assets paid on each share of Common
      Stock in respect of such Extraordinary Dividend.

     

    6.1.3 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.3, the number
      of outstanding Shares is decreased by a consolidation, combination or
      reclassification of Shares or other similar event, then, on the effective date
      thereof, the number of Shares underlying each of the Units purchasable hereunder
      shall be decreased in proportion to such decrease in outstanding shares. In
      such
      case, the number of Shares, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    6.1.4 Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding Shares other than
      a
      change covered by Section 6.1.1 or 6.1.3 hereof or that solely affects the
      par
      value of such Shares, or in the case of any merger or consolidation of the
      Company with or into another corporation (other than a consolidation or merger
      in which the Company is the continuing corporation and that does not result
      in
      any reclassification or reorganization of the outstanding Shares), or in the
      case of any sale or conveyance to another corporation or entity of the property
      of the Company as an entirety or substantially as an entirety in connection
      with
      which the Company is dissolved, the Holder of this Purchase Option shall have
      the right thereafter (until the expiration of the right of exercise of this
      Purchase Option) to receive upon the exercise hereof, for the same aggregate
      Exercise Price payable hereunder immediately prior to such event, the kind
      and
      amount of shares or other securities or property (including cash) receivable
      upon such reclassification, reorganization, merger or consolidation, or upon
      a
      dissolution following any such sale or transfer, by a Holder of the number
      of
      Shares of the Company obtainable upon exercise of this Purchase Option and
      the
      underlying Warrants immediately prior to such event; and if any reclassification
      also results in a change in Shares covered by Section 6.1.1 or 6.1.3, then
      such
      adjustment shall be made pursuant to Sections 6.1.1, 6.1.3 and this Section
      6.1.4. The provisions of this Section 6.1.3 shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    6.1.5 Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section 5, and Purchase Options issued after such change may state the
      same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

     

    6.1.6 Adjustments
      of Warrants.
      To the
      extent the price of the Warrants are lowered pursuant to the Warrant Agreement,
      dated
                           
     , 2008, between the Company and Continental Stock
      Transfer & Trust Company (the “Warrant
      Agreement”)
      the
      price of the Warrants underlying the Purchase Option shall be reduced on
      identical percentage  terms.  To the extent the duration of the
      Warrants is extended pursuant to the Warrant Agreement, the duration
      of the Warrants underlying the Purchase Option shall be extended on identical
      terms.

     

    6.2 Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Shares), the corporation formed by such consolidation or merger
      shall execute and deliver to the Holder a supplemental Purchase Option providing
      that the holder of each Purchase Option then outstanding or to be outstanding
      shall have the right thereafter (until the stated expiration of such Purchase
      Option) to receive, upon exercise of such Purchase Option, the kind and amount
      of shares and other securities and property receivable upon such consolidation
      or merger, by a holder of the number of Shares of the Company for which such
      Purchase Option might have been exercised immediately prior to such
      consolidation, merger, sale or transfer. Such supplemental Purchase Option
      shall
      provide for adjustments which shall be identical to the adjustments provided
      in
      Section 6. The above provision of this Section shall similarly apply to
      successive consolidations or mergers.

     

    6.3 Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      Shares or Warrants upon the exercise of the Purchase Option, nor shall it be
      required to issue scrip or pay cash in lieu of any fractional interests, it
      being the intent of the parties that all fractional interests shall be
      eliminated by rounding any fraction up or down to the nearest whole number
      of
      Warrants, Shares or other securities, properties or rights.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    7. Reservation
      and Listing.
      The
      Company shall at all times reserve and keep available out of its authorized
      Shares, solely for the purpose of issuance upon exercise of the Purchase Options
      or the Warrants underlying the Purchase Option, such number of Shares or other
      securities, properties or rights as shall be issuable upon the exercise thereof.
      The Company covenants and agrees that, upon exercise of the Purchase Options
      and
      payment of the Exercise Price therefor, all
      Shares and other securities issuable upon such exercise shall be duly and
      validly issued, fully paid and non-assessable and not subject to preemptive
      rights of any stockholder. The Company further covenants and agrees that upon
      exercise of the Warrants underlying the Purchase Options and payment of the
      respective Warrant exercise price therefor, all Shares and other securities
      issuable upon such exercise shall be duly and validly issued, fully paid and
      non-assessable and not subject to preemptive rights of any stockholder. As
      long
      as the Purchase Options shall be outstanding, the Company shall use its best
      efforts to cause all (i) Units and Shares issuable upon exercise of the Purchase
      Options, (iii) Warrants issuable upon exercise of the Purchase Options and
      (iv)
      Shares issuable upon exercise of the Warrants included in the Units issuable
      upon exercise of the Purchase Option to be listed (subject to official notice
      of
      issuance) on all securities exchanges (or, if applicable on the Nasdaq Global
      Market, Capital Market, OTC Bulletin Board or any successor trading market)
      on
      which the Units, the Shares or the Public Warrants issued to the public in
      connection herewith may then be listed and/or quoted.

     

    8. Certain
      Notice Requirements.

     

    8.1 Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holders the right to vote
      or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Options and their exercise,
      any
      of the events described in Section 8.2 shall occur, then, in one or more of
      said
      events, the Company shall give written notice of such event at least fifteen
      days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the stockholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. Notwithstanding the
      foregoing, the Company shall deliver to each Holder a copy of each notice given
      to the other stockholders of the Company at the same time and in the same manner
      that such notice is given to the stockholders.

     

    8.2 Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8 upon
      one or more of the following events: (i) if the Company shall take a record
      of
      the holders of its Shares for the purpose of entitling them to receive a
      dividend or distribution payable otherwise than in cash, or a cash dividend
      or
      distribution payable otherwise than out of retained earnings, as indicated
      by
      the accounting treatment of such dividend or distribution on the books of the
      Company, or (ii) the Company shall offer to all the holders of its Shares any
      additional shares of capital stock of the Company or securities convertible
      into
      or exchangeable for shares of capital stock of the Company, or any option,
      right
      or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding
      up of the Company (other than in connection with a consolidation or merger)
      or a
      sale of all or substantially all of its property, assets and business shall
      be
      proposed.

     

    8.3 Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (“Price
      Notice”).
      The
      Price Notice shall describe the event causing the change and the method of
      calculating same and shall be certified as being true and accurate by the
      Company’s President and Chief Financial Officer.

     

     8.4 Transmittal
      of Notices.  
      All notices, requests, consents and other communications under this Purchase
      Option shall be in writing and shall be deemed to have been duly made when
      hand
      delivered, or mailed by express mail or private courier service: (i) if to
      the
      registered Holder of the Purchase Option, to the address of such Holder as
      shown
      on the books of the Company, or (ii) if to the Company, to the following address
      or to such other address as the Company may designate by notice to the
      Holders:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Redstar
      Partners, Inc.

    122
      East
      42nd
      Street,
      17th
      Floor

    New
      York,
      NY 10168

    Attention:
      Nathan J. Mazurek, CEO

     

    9.  Miscellaneous.

     

    9.1 Amendments.  
      The Company and Morgan Joseph may from time to time supplement or amend this
      Purchase Option without the approval of any of the Holders in order to cure
      any
      ambiguity, to correct or supplement any provision contained herein that may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder that the Company
      and Morgan Joseph may deem necessary or desirable and that the Company and
      Morgan Joseph deem shall not adversely affect the interest of the Holders.
      All
      other modifications or amendments shall require the written consent of and
      be
      signed by the party against whom enforcement of the modification or amendment
      is
      sought.

     

    9.2 Headings.  
      The headings contained herein are for the sole purpose of convenience of
      reference, and shall not in any way limit or affect the meaning or
      interpretation of any of the terms or provisions of this Purchase
      Option.

     

    9.3 Entire
      Agreement.  
      This Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    9.4 Binding
      Effect.  
      This Purchase Option shall inure solely to the benefit of and shall be binding
      upon, the Holder and the Company and their permitted assignees, respective
      successors, legal representative and assigns, and no other person shall have
      or
      be construed to have any legal or equitable right, remedy or claim under or
      in
      respect of or by virtue of this Purchase Option or any provisions herein
      contained.

     

    9.5 Governing
      Law; Submission to Jurisdiction.  
      This Purchase Option shall be governed by and construed and enforced in
      accordance with the laws of the State of New York, without giving effect to
      conflict of laws. The Company hereby agrees that any action, proceeding or
      claim
      against it arising out of, or relating in any way to this Purchase Option shall
      be brought and enforced in the courts of the State of New York or of the United
      States of America for the Southern District of New York, and irrevocably submits
      to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby
      waives any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient forum. Any process or summons to be served upon the
      Company may be served by transmitting a copy thereof by registered or certified
      mail, return receipt requested, postage prepaid, addressed to it at the address
      set forth in Section 8 hereof. Such mailing shall be deemed personal service
      and
      shall be legal and binding upon the Company in any action, proceeding or claim.
      The Company and the Holder agree that the prevailing party(ies) in any such
      action shall be entitled to recover from the other party(ies) all of its
      reasonable attorneys’ fees and expenses relating to such action or proceeding
      and/or incurred in connection with the preparation therefor.

     

    9.6 Waiver,
      Etc.  
      The failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or any
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non- fulfillment shall be construed or deemed to be a waiver
      of any other or subsequent breach or non-compliance.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    9.7 Execution
      in Counterparts.  
      This Purchase Option may be executed in one or more counterparts, and by the
      different parties hereto in separate counterparts, each of which shall be deemed
      to be an original, but all of which taken together shall constitute one and
      the
      same agreement, and shall become effective when one or more counterparts has
      been signed by each of the parties hereto and delivered to each of the other
      parties hereto.

     

    9.8 Exchange
      Agreement.  
      As a condition of the Holder’s receipt and acceptance of this Purchase Option,
      Holder agrees that, at any time prior to the complete exercise of this Purchase
      Option by Holder, if the Company and Morgan Joseph enter into an agreement
      (“Exchange
      Agreement”)
      pursuant to which they agree that all outstanding Purchase Options will be
      exchanged for securities or cash or a combination of both, then Holder shall
      agree to such exchange and become a party to the Exchange
      Agreement.

     

     

     

    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the       day of   
            2008.

     

    
      	 	 	 
	 	
              REDSTAR
                PARTNERS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              
                Title:

              

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Form
      to
      be used to exercise Purchase Option:

     

    Redstar
      Partners, Inc.

    122
      East
      42nd
      Street,
      17th
      Floor

    New
      York,
      NY 10168

    Attention:
      Nathan J. Mazurek, CEO

     

    Date:                                  ,
      2009

     

    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase         Units
      of Redstar Partners, Inc. and hereby makes payment of
      $               
(at the rate of $      per Unit) in payment of the
      Exercise Price pursuant thereto. Please issue the Shares and Warrants as to
      which this Purchase Option is exercised in accordance with the instructions
      given below.

     

    or

     

    The
      undersigned hereby elects irrevocably to convert its right to purchase
              
Units purchasable under the within Purchase Option by surrender of the
      unexercised portion of the attached Purchase Option (with a “Value” of
      $           based on a “Market
      Price” of $         ). Please issue
      the securities comprising the Units as to which this Purchase Option is
      exercised in accordance with the instructions given below.

     

    
      	 	
               

            
	
               

            	
              NOTICE:
                The signature to this assignment must correspond with the name as
                written
                upon the face of the purchase option in every particular, without
                alteration or enlargement or any change
                whatever.

            


    

     

     

    
      	
              Signature(s)
                Guaranteed:

            	
               

            	
               

            
	
               

            
	
               

            	
              THE
                SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                (BANKS, 

            
	
              STOCKBROKERS,
                SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
                AN
                APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C.
                RULE
                17Ad-15).

            
	 	 	 	 


    

     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

     

    
      	
              Name

            	
               

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
              (Print
                in Block Letters)

            
	
               

            	
               

            
	
              Address

            	
               

            
	
               

            	
               

            
	
               

            	
               

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Form
      to
      be used to assign Purchase Option:

     

    ASSIGNMENT

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

     

    FOR
      VALUE
      RECEIVED,                                                                                                      
does hereby sell, assign and transfer
      unto                                                                     
the right to purchase
                                
Units of Redstar Partners, Inc. (“Company”)
      evidenced by the within Purchase Option and does hereby authorize the Company
      to
      transfer such right on the books of the Company.

     

    Dated:                      ,
      200  

     

    
      	 	
               

            	
               

            	
               

            
	 	
               

            	
              Signature

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              NOTICE:
                The signature to this assignment must correspond with the name as
                written
                upon the face of the purchase option in every particular, without
                alteration or enlargement or any change whatever.

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Signature(s)
                Guaranteed:

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            
	
               

            	
              THE
                SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                

            
	
              (BANKS,
                STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
                MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
                PURSUANT
                TO S.E.C. RULE 17Ad-15).

            
	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        15