NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Star Energy Corp • April 14th, 2008 • Crude petroleum & natural gas
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY ARE SUBJECT TO THE TRANSFER RESTRICTIONS AND OTHER PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT WITH THE COMPANY DATED AS OF , 2007, AND THE OTHER TRANSACTION DOCUMENTS (AS DEFINED THEREIN).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
This Securities Purchase Agreement (as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner provided herein, this “Agreement”) is dated as of February 9, 2007 among Star Energy Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”, and together with the Company, each a “party” and collectively the “parties”).
SECURITY AGREEMENTSecurity Agreement • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
This SECURITY AGREEMENT, dated as of February 9, 2007 (as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner provided herein, this “Agreement”), is by and among Star Energy Corporation, a Nevada corporation (the “Company”), all of the Subsidiaries of the Company listed on the signature pages hereto (each a “Guarantor” and collectively the “Guarantors”, and together with the Company, each a “Debtor” and collectively the “Debtors”), the Holders (as hereinafter defined) and Rodman & Renshaw, LLC, as Collateral Agent (the “Agent”, and together with the Holders, each a “Secured Party” and collectively the “Secured Parties”, and together with the Debtors, each a “party” and collectively the “parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner provided herein, the “Purchase Agreement”).
WAIVER AND CONSENTWaiver And • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 11th day of October, 2007, by and between Enable Capital Management (“Enable”) and Star Energy corporation (“Star”).
AMENDMENT TO WAIVER AND CONSENTWaiver And • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas • New York
THIS AMENDMENT (“the Amendment”) to the Waiver and Consent dated the 11th day of October, 2007, by and among Wolverine Asset Management LL (“WAM”), on its own behalf and on behalf of its affiliates, Wolverine Convertible Arbitrage Fund Trading Ltd. And GPC LX LLC (collectively, “Wolverine”) and Star Energy Corporation (“Star”) (the “Waiver and Consent”) is entered into between Wolverine and Star this 9th day of April, 2008.
WAIVER AND CONSENTWaiver and Consent • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 28th day of February, 2008, by and between Enable Growth Partners LP (“Enable Growth”) and Star Energy Corporation (“Star”).
WAIVER AND CONSENTWaiver and Consent • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 28th day of February, 2008, by and among Wolverine Asset Management LLC (“WAM”), on its own behalf and on behalf of its affiliates. Wolverine Convertible Arbitrage Fund Trading Ltd. and GPC LX LLC (collectively, “Wolverine”) and Star Energy Corporation (“Star”).
WAIVER AND CONSENTWaiver and Consent • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 11th day of October, 2007, by and among Wolverine Asset Management LLC (“WAM”), on its own behalf and on behalf of its affiliates, Wolverine Convertible Arbitrage Fund Trading Ltd. and GPC LX LLC (collectively, “Wolverine”) and Star Energy Corporation (“Star”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas • New York
This Employment Agreement (this “Agreement”), dated as of July 11, 2007 has been created to memorialize the employment agreement made by and between Star Energy Corporation, a Nevada Corporation (the “Company”), and Leonid Blyakher (the “Executive”) as of April 30, 2007 and set forth in Section 2 below. The Company and Executive are sometimes hereinafter collectively referred to as the “Parties.”
SUBSIDIARY GUARANTEESubsidiary Guarantee • April 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
SUBSIDIARY GUARANTEE, dated as of February 9, 2007 (as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner provided herein, (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (each a “Guarantor” and collectively the “Guarantors”), in favor of the “Purchasers” signatory thereto (as such term is defined therein) to that certain Securities Purchase Agreement, dated as of the date hereof, between Star Energy Corporation, a Nevada corporation (the “Company”) and the Purchasers (as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner provided herein, the “Purchase Agreement”). Each of the Guarantors and each of the Purchasers may be referred to herein as a “party” and collectively as the “parties”.
AMENDMENT TO WAIVER AND CONSENTStar Energy Corp • April 14th, 2008 • Crude petroleum & natural gas • New York
THIS AMENDMENT (the “Amendment”) to the Waiver and Consent dated the 11th day of October, 2007, by and between Enable Capital Management, on its own behalf and on behalf of its affiliates, Enable Growth Partners LP, Enable Opportunity Partners LP and Pierce Diversified Strategy Master Fund LLC (collectively, “Enable”), and Star Energy Corporation (“Star”) (the “Waiver and Consent”) is entered into between Enable and Star this 9th day of April, 2008.
