MANAGEMENT AGREEMENT
THIS MANAGEMENT
AGREEMENT (the “Agreement”) is dated for
reference the 10th day of February, 2009 (the “Effective Date”).
BETWEEN:
a
company incorporated under the laws of the State of Delaware
(the “Company”)
AND:
GREEN
STAR ENERGIES, INC.
a
company incorporated under the laws of the state of Nevada
(the “Manager”)
WHEREAS:
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A.
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The Company
and the Manager entered into a Purchase Agreement dated February 10, 2009
(the “Purchase
Agreement”); and
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B.
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Pursuant to
the Purchase Agreement, the Company agreed to enter into a management
agreement with the Manager.
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THIS AGREEMENT
WITNESSES that the terms and conditions of the parties’ relationship shall be as
follows:
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1.
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SERVICES
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1.1
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The Company
appoints the Manager to manage all operations of the Company, including
managing projects, acquisitions, financing, corporate structuring and
administrative work, as well as any outstanding legal or accounting needs
(the “Services”),
and the Manager accepts such appointment on the terms and conditions set
forth in this Agreement.
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1
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2.
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TERM
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2.1
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The Manager’s
appointment shall commence on the Effective Date and shall continue for
three (3) years, unless and until terminated in accordance with the
provisions of Section 9.1 of this Agreement (the “Term”).
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3.
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COMPENSATION
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3.1
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The Company
shall issue 1,000,000 shares of the Company’s preferred stock to the
Manager (the “Stock”) as compensation
for providing the Services over the course of the Term. The Stock shall be
issued and delivered to the Manager within twelve (12) months of the
Effective Date as payment in advance for the Services. The fair market
value of the Stock shall be assessed based on the fair market value of the
Company’s common stock as of the date of issuance of the
Stock.
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4.
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COVENANTS
OF THE MANAGER
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4.1
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The Manager
acknowledges that the Company is a fully reporting public company in the
United States and is subject to the filing requirements of British
Columbia Instrument 51-509, and shall make its best efforts to ensure that
the Company remains current with all applicable securities laws and
regulations.
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4.2
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The Manager
shall makes its best efforts to ensure that if the Company files a
Registration Statement on Form S-8 with the United States Securities and
Exchange Commission (the “SEC”), the Company shall
not issue any S-8 shares of its common stock except in accordance with all
applicable securities laws and
regulations.
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4.3
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The Manager
shall file a Schedule 13D and a Form 3 with the SEC within two (2) days of
the Effective Date, and shall arrange for the filing of Personal
Information Forms for each of the Manager’s officers and directors on
SEDAR within ten (10) days after the Effective
Date.
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5.
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COVENANTS
OF THE COMPANY
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5.1
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The Company
shall, after the Effective Date, submit for shareholder approval
resolutions that establish the following rights and restrictions to the
shares of the Company’s preferred stock issued or to be issued to the
Manager:
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(a)
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conversion
rights to shares of the Company’s common stock at a one (1) to one (1)
ratio;
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(b)
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voting rights
for each share of the Company’s preferred stock equivalent to fifty (50)
shares of the Company’s common stock;
and
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(c)
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no dividend
or liquidation rights.
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2
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6.
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AUTHORITY
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6.1
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The Manager
shall not have the power or authority to enter into contracts, engagements
or commitments on behalf of the Company but shall be engaged only as a
consultant to provide consulting services to management at their
request.
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6.2
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The Manager
shall conform to all lawful instructions and directions given to the
Manager by the Company’s President or Chief Executive
Officer.
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7.
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NON-SOLICITATION
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7.1
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The Manager
agrees that:
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(a)
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during the
Term it will not hire or take away or cause to be hired or taken away any
employee or consultant of the Company (other than employees or consultants
that have been referred by the Manager);
and
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(b)
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for a period
of twelve (12) months following the termination of this Agreement, it will
not hire or take away or cause to be hired or taken away any employee or
consultant who was in the employ of the Company or who was on contract
with the Company during the twelve (12) months preceding such termination
(other than employees or consultants that have been referred by the
Manager).
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8.
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CONFIDENTIAL
INFORMATION
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8.1
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The Manager
acknowledges that it may acquire information about certain matters and
things which are confidential to the Company, and which information is the
exclusive property of the Company,
including:
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(a)
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trade
secrets; and
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(b)
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confidential
information concerning the business operations or financing of the
Company.
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8.2
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The Manager
acknowledges that the information referred to in Section 8.1 of this
Agreement could be used to the detriment of the Company. Accordingly, the
Manager undertakes not to disclose the same to any third party either
during the term of this Agreement (except as may be necessary in
furtherance of the Manager’s duties under this Agreement), or following
the termination of this Agreement without the written permission of the
Board.
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9.
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TERMINATION
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9.1
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Either the
Company or the Manager may terminate this Agreement at any time and for
any reason by providing two (2) months written notice to the other party.
If this Agreement is terminated by either party for any reason prior to
the expiration of the Term, the Manager shall return to the Company for
cancellation the number of prorated Shares received by the Manager as
compensation for Services not provided
hereunder.
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3
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10.
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COMPANY
PROPERTY
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10.1
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The Manager
acknowledges that all items of any and every nature or kind created or
used by the Manager pursuant to this Agreement, or furnished by the
Company to the Manager, and all equipment, automobiles, credit cards,
books, records, reports, files, diskettes, manuals, literature,
confidential information or other materials, shall remain and be
considered the exclusive property of the Company at all times and shall be
surrendered to the Company, in good condition, promptly at the request of
the Company, or in the absence of a request, upon the termination of this
Agreement. The Manager hereby assigns any and all copyright to the Company
on all literary and other artistic works created for the benefit of the
Company towards which the Manager contributes, and the Manager waives any
and all moral rights that may be associated with such
works.
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11.
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GENERAL
PROVISIONS
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11.1
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Waiver. The
failure of either party to comply with any obligation, covenant, agreement
or condition in this Agreement may be waived by the party entitled to the
performance of such obligation, covenant or agreement or by the party who
has the benefit of such condition, but such waiver or failure to insist on
strict compliance with such obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.
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11.2
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Amendment. This
Agreement may not be amended unless consented to in writing by the parties
hereto.
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11.3
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Assignment.
This Agreement may not be assigned by either party
hereto.
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11.4
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Currency. All
references to currency in this Agreement are to U.S. dollars unless
otherwise stated.
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11.5
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Time of the
Essence. Time shall be of the essence of this
Agreement.
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11.6
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Invalidity. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision and any such invalid or
unenforceable provision shall be deemed to be
severable.
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11.7
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Enurement. This Agreement
shall enure to the benefit of and be binding upon the parties and, except
as otherwise provided or as would be inconsistent with the provisions of
this Agreement, their respective heirs, executors, administrators,
successors and assigns.
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11.8
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Independent Legal
Advice. Each of the parties to this Agreement confirms and
acknowledges that it has been provided with an opportunity to seek
independent legal advice with respect to its rights, entitlements,
liabilities and obligations hereunder and understands that it has been
recommended that such advice be sought prior to entering into this
Agreement.
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11.9
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Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument. In the event that this Agreement is signed by one party and
faxed to another, the parties agree that a faxed signature shall be
binding upon the parties as though the signature was an
original.
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IN WITNESS WHEREOF this
Agreement has been executed by the parties on the Effective Date.
| GREEN STAR ENERGIES, INC. | AEON HOLDINGS INC. | ||
| Per: | Per: | ||
| /s/ Xxxxxxx Xxxx | /s/ Xxxxxx Xxxxxxxxxx | ||
| Xxxxxxx Xxxx, President | Xxxxxx Xxxxxxxxxx, Chief Executive Officer |
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