Exhibit 10.2
SETTLEMENT AND STOCK ISSUANCE AGREEMENT
THIS SETTLEMENT AND STOCK ISSUANCE AGREEMENT (this "Agreement") is made
and entered into as of the 17th day of November, 2006, by and between W/F
Investment Corp., a California corporation ("W/F Investment"), maintaining an
address at 1900 Avenue of the Stars, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000,
and Nevstar Corporation, a Nevada corporation (the "Company"), maintaining an
address at 00000 Xxxxxxx Xxxx, Xxxxxx, Xxxxx 00000.
W I T N E S S E T H:
WHEREAS, the Company established a line of credit with W/F Investment
to be used as working capital; and
WHEREAS, as of the date hereof, the Company owes W/F Investment
$501,945.66 in full satisfaction for the amount loaned to the Company by W/F
Investment, which amount includes all accrued and unpaid interest; and
WHEREAS, the Company desires to issue 107,000 newly issued, restricted
shares (the "Shares") of the common capital stock of the Company, par value
$0.01 per share, to W/F Investment and pay W/F Investment $100,000.00 in full
satisfaction of all amounts currently owed to W/F Investment by the Company (the
"Debt"); and
WHEREAS, W/F Investment desires to accept $100,000.00 and 107,000 newly
issued, restricted shares of the Company's common capital stock in full
satisfaction of the Debt; and
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:
Section 1. Issuance of Shares; Payment.
Based upon the representations, warranties, and covenants and subject
to the terms, provisions, and conditions contained in this Agreement, and as
partial consideration for this Agreement, the Company agrees to issue and
deliver the Shares to W/F Investment, free and clear of all liens, pledges,
encumbrances, security interests, and adverse claims, and W/F Investment agrees
to receive the Shares from the Company for the consideration hereinafter set
forth. As further consideration for this Agreement, the Company agrees to pay
$100,000.00 to W/F Investment for the consideration hereinafter set forth.
Section 2. Forgiveness of Debt.
As consideration for this Agreement, W/F Investment, for itself, and on
behalf of its current and former agents, shareholders, owners, partners,
investors, officers, directors, consultants, attorneys, servants, employees,
parents, subsidiaries, divisions, holding companies, insurers, affiliates, and
successors and assigns, unconditionally forever releases, acquits, discharges
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and holds harmless the Company and its current and former agents, shareholders,
owners, partners, investors, officers, directors, consultants, attorneys,
servants, employees, parents, subsidiaries, divisions, holding companies,
insurers, affiliates, and successors and assigns from any and all actions,
causes of action, claims, losses, demands, or suits, of any kind whatsoever,
common law, statutory, contractual or otherwise, whether known or unknown,
liquidated or contingent, in law or in equity, it now has or ever has against
the Company, arising from or growing out of the Debt. It is understood and
agreed that nothing in this Section shall effect the rights, duties and
obligations created by this Agreement.
Section 3. The Closing.
Upon execution of this Agreement (the "Closing"), the Company shall
deliver to W/F Investment (i) a certificate(s) evidencing the Shares issued in
the name of W/F Investment and (ii) $100,000.00.
Section 4. Representations and Warranties of the Company.
In connection with the transactions contemplated by this Agreement, the
Company hereby represents and warrants to W/F Investment as follows:
4.1. Validity of Transaction.
This Agreement and, as applicable, each other agreement contemplated
hereby are, or upon execution will be, valid and legally binding obligations of
the Company, enforceable in accordance with their respective terms against the
Company, except as limited by bankruptcy, insolvency and similar laws affecting
creditors generally, and by general principles of equity. At the time that the
Shares are issued, assigned, transferred and conveyed to W/F Investment pursuant
to this Agreement, the Shares will be duly authorized, validly issued, fully
paid and nonassessable.
4.2. Authority.
The execution, delivery and performance of this Agreement have been
duly authorized by the Company and will not violate any applicable federal or
state law, any order of any court or government agency or the Articles of
Incorporation or By-laws of the Company. The execution, delivery and performance
of this Agreement will not result in any breach of or default under, or result
in the creation of any encumbrance upon any of the assets of the Company
pursuant to the terms of any agreement by which the Company or any of its
respective assets may be bound.
Section 5. Representations and Warranties of W/F Investment.
W/F Investment acknowledges and understands that the Shares are being
acquired for investment in a transaction that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, W/F
Investment hereby represents and warrants to the Company that:
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5.1. Investment Purposes.
W/F Investment is acquiring the Shares solely for investment purposes
and not with a view to, or for resale in connection with, any distribution
thereof or with any present intention of distributing or selling any of the
Shares, except as allowed by the Securities Act of 1933, as amended, or any
rules or regulations promulgated thereunder (collectively, the "Act").
5.2. Disposition of Shares.
W/F Investment will hold the Shares subject to all of the applicable
provisions of the Act, and W/F Investment will not at any time make any sale,
transfer, or other disposition of the Shares in contravention of said Act.
5.3. Economic Risk.
W/F Investment acknowledges that it must bear the economic risk of its
investment in the Shares for an indefinite period of time since the Shares have
not been registered under the Act and therefore cannot be sold unless the Shares
are subsequently registered or an exemption from registration is available.
5.4. No Public Solicitation.
The sale of the Shares to W/F Investment is being made without any
public solicitation or advertisements.
5.5. Criminal Proceedings.
Neither W/F Investment and its respective officers, directors,
affiliates, promoters nor any predecessor of W/F Investment have been subject to
or suffered any of the following:
o Any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and
other misdemeanor offenses) within ten (10) years from the
date hereof;
o Any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or
otherwise limiting such person's involvement in any type of
business, securities or banking activities within ten (10)
years of the date hereof; or
o Being found guilty by a court of competent jurisdiction (in a
civil action), the SEC or the CFTC to have violated a federal
or state securities or commodities law within ten (10) years
of the date hereof, and the judgment has not been reversed,
suspended or vacated.
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5.6. Information.
W/F Investment has received and reviewed such information as W/F
Investment deems necessary to evaluate the risks and merits of its investment in
the Company.
5.7. Accredited Investor.
W/F Investment is an "accredited investor" within the meaning of rule
501 of Regulation D promulgated under the Act.
5.8. Financial Matters Experience.
W/F Investment has such knowledge and experience in financial matters
as to be capable of evaluating the merits and risks of an investment in the
Shares.
Section 6. Conditions to the Obligations of W/F Investment at Closing.
The obligations of W/F Investment at Closing are conditioned upon
satisfaction, on or prior to such date, of the following conditions:
6.1. Stock Certificates.
The Company shall have delivered to W/F Investment certificate(s)
issued in the name of W/F Investment representing the Shares to be issued to W/F
Investment pursuant to this Agreement.
6.2. Payment.
The Company shall have delivered the $100,000.00 payment referenced in
Section 1 to W/F Investment.
Section 7. Survival of Representations and Warranties.
All representations, warranties, covenants, and agreements contained
herein shall not be discharged or dissolved upon, but shall survive the Closing
and shall be unaffected by any investigation made by any party at any time.
Section 8. Entirety and Modification.
This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes any and all
prior agreements and understandings, whether oral or written, between the
parties hereto relating to such subject matter. No modification, alteration,
amendment, or supplement to this Agreement shall be valid or effective unless
the same is in writing and signed by all parties hereto.
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Section 9. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto, their successors and permitted assigns, heirs, and
personal representatives.
Section 10. Notices.
All notices or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as
properly given or made if hand delivered, mailed from within the United States
by certified mail, or sent by overnight delivery service to the applicable
address appearing in the preamble to this Agreement, or to such other address as
either party may have designated by like notice forwarded to the other party
hereto. All notices shall be deemed given when postmarked (if mailed), when
delivered to an overnight delivery service or, if hand delivered, when delivered
to the recipient.
Section 11. Severability.
Every provision of this Agreement is intended to be severable. If any
term or provision hereof is illegal or invalid for any reason whatever, such
illegality or invalidity shall not affect the validity of the remainder of this
Agreement.
Section 12. Headings.
The headings of this Agreement are inserted for convenience and
identification only, and are in no way intended to describe, interpret, define
or limit the scope, extent or intent hereof.
Section 13. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Section 14. Legal Fees and Costs.
If a legal action is initiated by any party to this Agreement against
another, arising out of or relating to the alleged performance or
non-performance of any right or obligation established hereunder, or any dispute
concerning the same, any and all fees, costs and expenses reasonably incurred by
each successful party or his, her or its legal counsel in investigating,
preparing for, prosecuting, defending against, or providing evidence, producing
documents or taking any other action in respect of, such action shall be the
joint and several obligation of and shall be paid or reimbursed by the
unsuccessful party or parties.
Section 15. Publicity.
Except as otherwise required by law, none of the parties hereto shall
issue any press release or make any other public statement, in each case
relating to, connected with or arising out of this Agreement or the matters
contained herein, without obtaining the prior approval of the other to the
contents and the manner of presentation and publication thereof.
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Section 16. Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nevada without reference to conflicts
of law provisions.
Section 17. Jurisdiction.
Each party to this Agreement hereby irrevocably agrees that any legal
action or proceeding arising out of or relating to this Agreement or any
agreements or transactions contemplated hereby may be brought in the courts of
the State of Nevada or of the United States of America for the District of
Nevada and hereby expressly submits to the personal jurisdiction and venue of
such courts for the purposes thereof and expressly waives any claim of improper
venue and any claim that such courts are an inconvenient forum. Each party
hereby irrevocably consents to the service of process of any of the
aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address
specified in Section 10, such service to become effective 10 days after such
mailing.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
agreement as of the date first written above.
W/F INVESTMENT: W/F INVESTMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx, President
THE COMPANY: NEVSTAR CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Sole Officer
