ARTICLE I. DEFINITIONSSecurities Purchase Agreement • February 14th, 2007 • Star Energy Corp • Crude petroleum & natural gas
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).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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 • February 14th, 2007 • Crude petroleum & natural gas
WITNESSETH:Assumption Agreement • February 14th, 2007 • Star Energy Corp • Crude petroleum & natural gas
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”).
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 • February 14th, 2007 • Crude petroleum & natural gas
FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 9, 2007, among Star Energy Corporation, a Nevada corporation (the "Company") and the several purchasers signatory...Form of Registration Rights Agreement • February 14th, 2007 • Star Energy Corp • Crude petroleum & natural gas
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”).
WITNESSETH:Form of Security Agreement • February 14th, 2007 • Star Energy Corp • Crude petroleum & natural gas
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 29th, 2006 • Star Energy Corp • Crude petroleum & natural gas • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated November 28, 2006, by and among Star Energy Corporation, a Nevada corporation (“Buyer”), Elecsbrokers, a society with limited liability organized under the laws of the Russian Federation (“Seller”), and Kommunarskoe NGDU, a society with limited liability organized under the laws of the Russian Federation (“Company”).
14 December 2006 STRICTLY CONFIDENTIAL Mr Patrick Kealy President and Chief Executive Officer Star Energy Corporation 245 Park Avenue 24th & 39th Floors New York, NY 10167 Dear Mr Kealy: This letter (the "Agreement") constitutes the agreement between...Star Energy Corp • February 14th, 2007 • Crude petroleum & natural gas
STAR ENERGY CORP. 317 Madison Avenue 21st Floor New York, NY 10017 Tel. (212) 500-5006 Fax (212) 968-7691Letter Agreement • August 13th, 2007 • Star Energy Corp • Crude petroleum & natural gas • New York
This letter agreement (the “Agreement”) will set forth our mutual understanding regarding the acquisition by Star Energy Corporation (the “Buyer”) from EGPI Firecreek, Inc. through its wholly owned subsidiary Firecreek Petroleum, Inc., (the “Seller”) of any and all rights to and interests in certain projects in Ukraine, which projects are further described on Exhibits A, B and C hereto (each, a “Project”, collectively, the “Projects”). Such rights and interests include, but are not limited to: (1) any right to acquire shares or other interests in any entities to whom licenses, permits or permissions to explore for or extract oil, natural gas or other natural resources on any territories referenced on Exhibits A, B or C have been issued by any government authority having jurisdiction over such territories; (2) any direct right to acquire licenses, permits or permissions to explore for or extract oil, natural gas or other natural resources on any territories referenced on Exhibits A, B o
ASSIGNMENT, ASSUMPTION AND RELEASEAssignment, Assumption and Release • June 19th, 2007 • Star Energy Corp • Crude petroleum & natural gas • New York
THIS ASSIGNMENT, ASSUMPTION AND RELEASE (the “Assignment”), dated as of June 14, 2007, is made by and among STAR ENERGY CORPORATION, a corporation organized under the laws of state of Nevada (the “Corporation”), VOLGA-NEFT LIMITED COMPANY, a society with limited liability organized under the laws of the Russian Federation (the “Company”), and JSC CAPITAL DEPARTMENT STORES (“JSC”), an entity headquartered in Riga, Latvia. The Corporation, the Company and JSC are sometimes referred to herein collectively as the “Parties,” each individually a “Party.”
WAIVER AND CONSENTWaiver and Consent • August 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 30th day of June, 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 • August 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 30th day of June, 2008, by and among 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”)
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”).
STAR ENERGY CORPORATION 2007 STOCK OPTION PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • August 21st, 2007 • Star Energy Corp • Crude petroleum & natural gas • New York
This Non-Qualified Stock Option Agreement evidences the grant of a Non-Qualified Stock Option (“Option”) to {NAME} (the “Participant”) pursuant to Article VI of the Star Energy Corporation 2007 Stock Option Plan (the “Plan”). This Agreement also describes the terms and conditions of the Option evidenced by this Agreement.
WAIVER AND CONSENTWaiver and Consent • October 22nd, 2008 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 30th day of September, 2008, by and among 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”)
RESCISSION AGREEMENT OF STOCK PURCHASE AGREEMENTRescission Agreement • June 19th, 2007 • Star Energy Corp • Crude petroleum & natural gas
This rescission agreement (the “Rescission Agreement”) is made and entered into this 14th day of June, 2007, by and among Star Energy Corporation, a Nevada corporation (the “Corporation”), Volga-Neft Limited Company, a society with limited liability organized under the laws of the Russian Federation (the “Company”), and Olga Amuofyevna Dubrovskaya and Artiir Andreasouvich Dzhalovyan (each, a “Seller”, collectively, the “Sellers”). The Corporation, the Company, and each Seller may hereafter be referred to as a “Party,” collectively, the “Parties.”
STAR ENERGY CORP. 317 Madison Avenue 21st Floor New York, NY 10017 Tel. (212) 500-5006 Fax (212) 968-7691Letter Agreement • August 13th, 2007 • Star Energy Corp • Crude petroleum & natural gas • New York
This letter agreement (the “Agreement”) will set forth our mutual understanding regarding the acquisition by Star Energy Corporation (the “Buyer”) from EGPI Firecreek, Inc. through its wholly owned subsidiary Firecreek Petroleum, Inc., (the “Seller”) of any and all rights to and interests in certain projects in Ukraine, which projects are further described on Exhibits A, B and C hereto (each, a “Project”, collectively, the “Projects”). Such rights and interests include, but are not limited to: (1) any right to acquire shares or other interests in any entities to whom licenses, permits or permissions to explore for or extract oil, natural gas or other natural resources on any territories referenced on Exhibits A, B or C have been issued by any government authority having jurisdiction over such territories; (2) any direct right to acquire licenses, permits or permissions to explore for or extract oil, natural gas or other natural resources on any territories referenced on Exhibits A, B o
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 • October 22nd, 2008 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 30th day of September, 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 • January 15th, 2009 • Star Energy Corp • Crude petroleum & natural gas
THIS WAIVER AND CONSENT is entered into this 31st day of December, 2008, by and among 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")
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”).
SETTLEMENT AGREEMENTSettlement Agreement • August 14th, 2008 • Star Energy Corp • Crude petroleum & natural gas • New York
This Settlement Agreement (“Agreement”) is entered into as of June 30th, 2008, between Double Coin, Ltd., a British Virgin Islands company (the “Company”) and Star Energy Corporation, a Nevada 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.”
FORM OF LOCK-UP AGREEMENT February __, 2007 Each Purchaser referenced below: Re: Securities Purchase Agreement, dated as of February __, 2007 (the "Purchase Agreement"), between Star Energy Corporation, a Nevada corporation (the "Company") and the...Letter Agreement • February 14th, 2007 • Star Energy Corp • Crude petroleum & natural gas • New York
Re: Securities Purchase Agreement, dated as of February __, 2007 (the "Purchase Agreement"), between Star Energy Corporation, a Nevada corporation (the "Company") and the purchasers signatory thereto (each, a "Purchaser" and, collectively, the "Purchasers")
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 6th, 2006 • Star Energy Corp • Crude petroleum & natural gas • New York
STOCK PURCHASE AGREEMENT (this “Agreement”), dated October 6, 2006, by and among Star Energy Corporation, a Nevada corporation (“Buyer”), the Persons listed on Exhibit A hereto (each, a “Seller”), and Volga-Neft Limited Company, a society with limited liability organized under the laws of the Russian Federation (“Company”).
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”.
ContractEmployment Agreement • November 16th, 2006 • Star Energy Corp • Crude petroleum & natural gas • Nevada
EMPLOYMENT AGREEMENT, effective as of this 16th day of November, 2006 (this “Agreement”), between Patrick Kealy, an individual residing at ___________________ (the “Executive”), and Star Energy Corporation, a Nevada corporation with an office at 245 Park Avenue, New York, New York 10167 (the “Company”).
AGREEMENTAgreement • October 6th, 2006 • Star Energy Corp • Crude petroleum & natural gas • New York
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”).
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.
