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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/06/06 Star Energy Corp 8-K:1,2,3,5 9/29/06 4:1.0M Vintage/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-10.1 Material Contract HTML 424K 3: EX-10.2 Material Contract HTML 30K 4: EX-10.3 Material Contract HTML 4K
1. |
Effectiveness.
This Agreement shall be effective upon the consummation of the
transactions contemplated by the Stock Purchase Agreement (the “Closing”)
among Star, the Company and the stockholders
thereof.
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a.
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Both
the Company and Star agree that for 12 months after the Closing,
neither
company shall have more than 5 individuals on the Board of Directors
of
each respective company. For 12 months after the Closing, IAB shall
have
the right to appoint 2 nominees to the Board of Directors of each
of the
Company and Star. Each of the Company and Star agree to take all
actions
power necessary or desirable (including, without limitation, calling
special board and stockholder meetings), to
ensure the election to the Board of the 2 candidates nominated by
IAB to
each of the Company and Star (all such actions being “Necessary
Action”).
Such candidate may be removed at the request of IAB, and each of
the
Company and Star shall take all Necessary Action to facilitate such
removal at the request of IAB.
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b.
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In
the event that any vacancy is created on the Board by reason of the
death,
resignation or removal of any director designated by IAB, IAB shall
take
all Necessary Action to fill such vacancy with a substitute director
designated by IAB.
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3.
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IAB
Approval.
Neither the Company nor Star shall, without the prior written consent
of
IAB (which consent shall not be unreasonably withheld) declare or
pay out
any dividend or make any distribution on any equity securities of
either
company, as the case may be, or purchase, redeem (by direct payment,
sinking fund or otherwise) or otherwise acquire or retire for value
any
equity securities, or issue any equity securities or other securities
of
either company, including without limitation, any options, warrants,
convertible debentures, agreements, or other rights for the acquisition
of
shares of such company's capital stock, securities or other obligations
which are convertible into shares of either the Company's or Star’s
capital stock.
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4.
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IAB
Compensation.
The Company and Star each acknowledge that IAB will introduce them
to
certain of its contacts (collectively, "Contacts") for the purpose
of
financing either the Company or Star. Each of the Company and Star
agree
that without the prior written consent of IAB, it shall not directly
or
indirectly conduct any business discussions with any Contact or any
representative thereof or any person or entity introduced to the
Company,
Star or any of its officers, directors, employees, stockholders,
agents or
representatives by a Contact or any of his representatives. In addition,
once discussions have been held, the Company nor Star, as the case
may be,
shall not attempt to circumvent or negotiate directly or indirectly
with a
Contact for the purpose of excluding Consultant and depriving Consultant
of the fee described below.
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5.
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Amendment;
Waiver.
The provisions of this Agreement may not be amended, modified or
waived,
except by a written instrument executed by IAB. No failure on the
part of
any party to exercise any right, power or privilege granted hereunder
shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or
the
exercise of any other right, power or privilege granted hereunder.
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a.
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All
of the covenants and agreements contained in this Agreement shall
be
binding upon, and inure to the benefit of, the respective parties
and
their successors, assigns, heirs, executors, administrators and other
legal representatives, as the case may
be.
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b.
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This
Agreement, and the rights of the parties hereto, shall be governed
by and
construed in accordance with the laws of the State of New York applicable
to a contract made and to be performed in New
York.
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c.
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This
Agreement may be executed in one or more counterparts, each of which
will
be deemed an original but all of which together shall constitute
one and
the same instrument.
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d.
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All
communications, notices, requests, consents or demands given or required
under this Agreement shall be in writing and shall be deemed to have
been
duly given when delivered to, or received by prepaid registered or
certified mail or recognized overnight courier addressed to, or upon
receipt of a facsimile sent to, the party for whom intended, as follows,
or to such other address or facsimile number as may be furnished
by such
party by notice in the manner provided
herein:
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e.
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If
any provision of this Agreement shall be declared void or unenforceable
by
any court or administrative board of competent jurisdiction, such
provision shall be deemed to have been severed from the remainder
of the
Agreement, and this Agreement shall continue in all respects to be
valid
and enforceable.
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BUYER: | ||
STAR ENERGY CORPORATION | ||
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By: | /s/ Marcus Segal | |
Name: Marcus Segal | ||
Title: Chief Executive Office |
VOLGA-NEFT LIMITED COMPANY | ||
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By: | /s/ Armenak A. Safarov | |
Name: Armenak A. Safarov | ||
Title: Attorney-in-fact under the Power of Attorney dated July 31, 2006 |
IAB ISLAND VENTURES SA | ||
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By: | /s/ Margot Hutchinson | |
Name:___________________ | ||
Title:____________________ | ||
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 10/6/06 | |||
For Period End: | 9/29/06 | 8-K/A | ||
7/31/06 | ||||
List all Filings |