AGREEMENT
This
Agreement (this “Agreement”) is made as of the 6th day of October, 2006, among
Star Energy Corporation, a Nevada corporation ("Star"), IAB Island Ventures
SA,
a company incorporated in the Republic of Panama (“IAB”), and Volga-Neft Limited
Company, a society with limited liability organized under the
laws
of
the Russian Federation (the “Company”).
RECITALS
WHEREAS,
Star is consummating a transaction with the Company whereby the Company will
become a wholly-owned subsidiary of Star; and
WHEREAS,
the parties desire to enter into this Agreement setting forth certain rights
of
IAB upon consummation of the aforementioned transaction;
NOW,
THEREFORE, in consideration of the introduction made by IAB between the Company
and Star and other good and valuable consideration, the adequacy of which is
hereby affirmed, the parties hereby agree as follows:
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2.
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Board
Representation.
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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.
|
If
there
is no Closing, the abovementioned provision shall be effective for 1 year
following the notice from either Star or the Company, as the case may be, to
either Star or the Company, as the case may be, that there shall be no Closing.
For
providing services as set forth herein, at the closing of any financing the
Company and Star shall pay IAB 10% of the aggregate value of the transaction
consummated with one of the Contacts or a person or group introduced by a
Contact. The value of the transaction shall be equal to the gross cash proceeds
plus the fair market value of any securities or other property received or
to be
received in the transaction. For purposes of computing the value of a
transaction, any amounts payable in installments shall be deemed paid in full
at
the consummation of the transaction. IAB shall be entitled to the fees
enumerated herein if, within two years after the termination of this Agreement,
any transaction is consummated with any person or group of persons or any
affiliate of any such persons or their affiliates which are identified to either
Star or the Company or its respective officers, directors, stockholders or
representatives by IAB.
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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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6.
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General
Provisions.
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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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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:
|
If
to
Company:
If
to
Star:
| If to IAB: |
IAB
Island Ventures SA
|
XX
Xxx
0000
Xxxx
0X
Xxxxxx
Xxxx, Xxxxxxxx of Panama
Facsimile:
000-000-000-0000
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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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[Signature
page follows]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
| BUYER: | ||
| STAR ENERGY CORPORATION | ||
| |
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| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Chief Executive Office | ||
| VOLGA-NEFT LIMITED COMPANY | ||
| |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Attorney-in-fact under the Power of Attorney dated July 31, 2006 | ||
| IAB ISLAND VENTURES SA | ||
| |
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| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name:___________________ | ||
| Title:____________________ | ||
