EXHIBIT 10.11
NOMINEE DIRECTORS AGREEMENT
THIS AGREEMENT is made on the 2nd day of February, 2000.
B E T W E E N:
POPstar Communications, Inc., a corporation incorporated under
the laws of the State of Nevada, United States of America, with
its principal offices located at 000 Xxxx Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx (the "Company");
-and-
Kemayan E.C. Hybrid Ltd., a corporation incorporated under the
laws of the British Virgin Islands, with its principal offices
located at 10th Floor, Menara Kemayan, 000 Xxxxx Xxxxxx, 00000
Xxxxx Xxxxxx, Xxxxxxxx (the "First Investor");
-and-
xxxxxxxx.xxx (BVI) Ltd., a corporation incorporated under the
laws of the British Virgin Islands whose registered address is
Akara Building, 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay I, Road Town,
Tortola, British Virgin Islands (the "Second Investor");
(the First Investor and the Second Investor being herein
collectively referred to as the "Investors")
-and-
Trustee of the Xxxxxxxx Xxx Family Trust, who is presently Xxxxxx
Xxxx Xxx Xxxx of 2702-6 Lucky Commercial Xxxxxxxx, 000-0 Xxx
Xxxxx Xxxx Xxxx, Xxxx Xxxx SAR (the "First Substantial
Shareholder");
-and-
Trustee of the Xxxx XxXxxxxxx Family Trust, who is presently
Xxxxxx Xxxx Xxx Xxxx of 2702-6 Lucky Commercial Xxxxxxxx, 000-0
Xxx Xxxxx Xxxx Xxxx, Xxxx Xxxx SAR (the "Second Substantial
Shareholder")
(the First Substantial Shareholder and the Second Substantial
Shareholder being herein collectively referred to as the
"Substantial Shareholders").
RECITALS:
A. Each of the Substantial Shareholders is a holder of common shares of the
Company.
B. Each of the Investors is a holder of, or has agreed to subscribe for,
common shares of the Company.
C. Each of the Investors and the Substantial Shareholders wish to grant each
of the Investors and the Substantial Shareholders, as a shareholder of the
Company, the right to appoint a nominee or nominees to serve as a director
or directors on the board of directors of the Company.
D. As of the date hereof, the directors of the Company are Yong Kiat Xxxxxx
Xxxx, Xxxxxxxx Xxx and Xxxx XxXxxxxxx.
E. In consideration of the termination of the Shareholders' Agreement of
POPstar Global Communications Inc. ("POPstar-BVI"), the Investor Rights
Agreements and the Registration Rights Agreements, all dated January 12,
1999 (assigned to the Company by POPstar-BVI by Investor Exchange
Agreements dated July 13, 1999) by the First Investor, each of the
Investors, the Company and the Substantial Shareholders have agreed to
enter into this agreement.
E. In consideration of the purchase of certain subscription shares pursuant to
the Share Subscription Agreement dated February 2, 2000 between the Company
and the Second Investor, the Company and the Substantial Shareholders have
agreed to enter into this agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements hereinafter contained, the parties covenant and agree
with one another as follows:
1. The Company, the Substantial Shareholders, and the Second Investor covenant
and agree that for so long as the First Investor owns or has the right to
acquire at least 5% of the Company's issued and outstanding common stock,
the First Investor shall be entitled to appoint one person (the "First
Nominee Director") as its nominee to serve as a director of the Company.
The Company, the Substantial Shareholders and the Second Investor shall
exercise their votes and influence and do all such acts and things as may
be required, from time to time, to ensure the due appointment of the First
Nominee Director as a director of the Company.
2. The Company, the Substantial Shareholders, and the First Investor covenant
and agree that for so long as the Second Investor owns or has the right to
acquire at least 5% of the
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Company's issued and outstanding common stock, the Second Investor shall be
entitled to appoint one person (the "Second Nominee Director") as its
nominee to serve as a director of the Company. The Company, the Substantial
Shareholders and the First Investor shall exercise their votes and
influence and do all such acts and things as may be required, from time to
time, to ensure the due appointment of the Second Nominee Director as a
director of the Company.
3. The Company, the First Investor and the Second Investor covenant and agree
that for so long as the Substantial Shareholders own or have the right to
acquire at least 10% of the Company's issued and outstanding common stock,
the Substantial Shareholders shall be entitled to appoint two persons (the
"Substantial Shareholders' Nominee Directors") as their nominees to serve
as directors of the Company. The Company, the First Investor and the Second
Investor shall exercise their votes and influence and do all such acts and
things as may be required, from time to time, to ensure the due appointment
of the Substantial Shareholders' Nominee Directors as directors of the
Company.
4. Each of the First Nominee Director, the Second Nominee Director, or either
of the Substantial Shareholders' Nominee Directors, may by written
notification to the Company nominate any other person to act as alternate
director in his or her place and, at his discretion, in similar manner
remove such alternate director.
5. The terms and conditions of this agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
This agreement shall not be assigned by any of the parties without the
prior written consent of each of the parties.
6. This agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, United States of America.
7. This agreement may be executed by the parties in separate counterparts,
each of which, when so executed and delivered (including by facsimile)
shall be an original, and all of which when taken together shall together
constitute one and the same instrument. This agreement will not be binding
upon any party until it has been executed by each of the parties (including
by facsimile) and delivered to all other parties.
IN WITNESS WHEREOF the parties have duly executed this agreement this 2nd
day of February, 2000
POPSTAR COMMUNICATIONS, INC.
By: /s/ Xxxxxxxx Xxx
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Xxxxxxxx Xxx
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Title Chairman
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KEMAYAN E.C. HYBRID LTD.
By: /s/ Yong Kiat Xxxxxx Xxxx
---------------------------------
Yong Kiat Xxxxxx Xxxx
-----------------------------------
Title Director
XXXXXXXX.XXX (BVI) LTD.
By: Xxxxxx Xx
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Director
---------------------------------
Title
XXXXXX XXXX XXX XXXX in his capacity as
trustee of the Xxxxxxxx Xxx Family Trust
By: /s/ illegible
---------------------------------
---------------------------------
Title
-2 FEB 2000
XXXXXX XXXX XXX XXXX in his capacity as
trustee of the Xxxx XxXxxxxxx Family Trust
By: /s/ illegible
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Title
-2 FEB 2000
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