Circle Star Energy Corp Sample Clauses

Circle Star Energy Corp a corporation organized under the laws of a corporation organized under the laws of the Republic of the Mxxxxxxx Islands the State of Nevada By: /s/ Axxxxxx Killarney By: /s/ S. Jxxxxxx Xxxxxxx Name: Axxxxxx Killarney Name: S. Jxxxxxx Xxxxxxx Its: Director Its: Chief Executive Officer Sxxxxxx XX a corporation organized under the laws of the Republic of the Mxxxxxxx Islands By: /s/ Axxxxxx Killarney Name: Axxxxxx Killarney Its: Director SIGNATURE PAGE TO SETTLEMENT AGREEMENT EXHIBIT A Form of Amended and Restated 12% Convertible Note Due December 31, 2014 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. AMENDED AND RESTATED 12% CONVERTIBLE NOTE Due December 31, 2014 No: 2013 CN - 01 February 28, 2014 US$ 1,155,000.00 For value received, Circle Star Energy Corp., a Nevada corporation (the “Company”), promises to pay to [name], [address] (the “Holder”), the principal sum of $1,155,000.00, on December 31, 2014 (the “Stated Maturity Date”), unless payable earlier under the terms set forth in Section 1. This 12% Convertible Note, due December 31, 2014 (this “Note”), is one of an authorized issue of Notes each designated as “12% Convertible Note, due December 31, 2014” (collectively, the “Notes”), replaces and supersedes the 10% Convertible Note, due February 8, 2013, and is issued subject to an Amended and Restated Inter-Creditor Agreement (the “Inter-Creditor Agreement”) made effecti...