Steven R. Fox, DDS 317 Madison Ave Suite 1520 New York, NY 10017
EXHIBIT 99.1
Xxxxxx X. Xxx, DDS
000 Xxxxxxx Xxx Xxxxx 0000
Xxx Xxxx, XX 00000
July 16, 2013
Xx. Xxxxxx Xxxxxxxxx
P O Box 0000 Xxxxx Xxxx
Xxx Xxxx, XX 00000
Re: | Stalar 1, Inc. |
Dear Xxxxxx:
This letter agreement is to confirm our agreements, as follows:
1. | Xxxxxx Xxx is the majority stockholder of Stalar 1, Inc., a Delaware corporation (“Stalar 1”), holding 1,975,000 shares of the Common Stock of Stalar 1. Xxxxxx Xxx, as an officer, director and majority stockholder of Stalar 1, has loaned monies to Stalar 1 to fund operating expenses. Such loans are unsecured and payable on demand with interest at the prime rate of 3.25% at December 31, 2012. |
2. | Xxxxxx Xxxxxxxxx agrees to purchase 872,950 shares (the “Shares”) of Xxxxxx Xxx’x shares of Stalar 1, at a per share purchase price equal to the par value of such shares, or $872.95 in the aggregate (the “Purchase Price”). |
3. | Xxxxxx Xxx hereby agrees to transfer the Shares to Xxxxxx Xxxxxxxxx (or an affiliated entity, 100% owned by Xxxxxx Xxxxxxxxx), and agrees to execute such further paperwork in order to complete such transfer. Xxxxxx Xxx hereby agrees that, except for the repurchase right set forth herein, the Shares are validly issued, fully paid and non-assessable, and free and clear of all liens, claims and encumbrances other than restrictions on transfer imposed by applicable federal and state securities laws and that upon transfer as provided for herein, Xxxxxx Xxxxxxxxx will acquire good and marketable title to the Shares purchased hereunder. |
4 | Following the transfer of the Shares as contemplated herein, Xxxxxx Xxxxxxxxx shall hold approximately 42.70% of the currently issued and outstanding capital stock of Stalar 1. |
5. | Xxxxxx Xxxxxxxxx, as additional consideration for such Shares, hereby agrees to reimburse Xxxxxx Xxx for 42.70% of the operating expenses of Stalar 1, and such funding will continue for the foreseeable future and until altered by mutual written consent of the parties hereto. |
6. | Xxxxxx Xxxxxxxxx represents and warrants that he is an accredited investor, and has made such inquiries and conducted such due diligence as he has deemed necessary in order to research the business and financial condition of Stalar 1, including a review of all of Stalar 1’s public company filings as made with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”). Xxxxxx Xxxxxxxxx agrees that he has obtained, to the extent he deems necessary, professional advice with respect to the risks inherent in such investments in the Shares, and Stalar 1, and the suitability of his representations and agreements herein, in light of his financial condition and investment needs. Additionally, Xxxxxx Xxxxxxxxx has such knowledge and experience in financial and business matters, and is capable of evaluating the merits and significant risks of an investment in the Shares. |
7. | Xxxxxx Xxxxxxxxx agrees to coordinate and cooperate with Xxxxxx Xxx, and his representatives, in order to make initial and recurring public ownership filings, including Forms 3, 4 and 5, and Schedule 13G or D filings and amendments thereto, as will be required as a result of Xxxxxx Xxxxxxxxx’x ownership in Stalar 1. |
8. | In the event that Xxxxxx Xxxxxxxxx breaches his agreements as set forth herein, Xxxxxx Xxx shall have the right to repurchase the Shares, for the Purchase Price herein, and Xxxxxx Xxxxxxxxx agrees to sign such transfer paperwork as may be required in order to transfer such Shares back to Xxxxxx Xxx. In the event of such a breach, Xxxxxx Xxx will not be liable to return any funds, other than the Purchase Price, paid by Xxxxxx Xxxxxxxxx in connection with the agreements contemplated herein. |
If you are in agreement with the foregoing, please sign and return one copy of this Letter, which thereupon will constitute our agreement with respect to its subject matter.
Very truly yours, | ||
/s/Xxxxxx Xxx | ||
Xxxxxx Xxx |
The terms of this letter agreement are hereby accepted as of this 11th day of October, 2013.
/s/Xxxxxx Xxxxxxxxx
_________________________
Xxxxxx Xxxxxxxxx