EXHIBIT 10.3
FINDER'S AGREEMENT
FINDER'S AGREEMENT dated as of February 6, 2007 between Worldstar Energy
Corporation, a Nevada corporation ("Company"), and _Electro Motors (BVI)
Limited_ ("Finder").
Witnesseth
WHEREAS, Finder and the Company have agreed that the Finder will use his best
efforts to source investors to subscribe for up to 22 million shares of the
Company for $0.25 per share.
NOW, THEREFORE, in consideration of the premise and the mutual promises and
covenants contained herein and subject specifically to the conditions hereof,
and intending to be legally bound thereby, the parties agree as follows:
1. Appointment of Finder
The Company hereby appoints the Finder to assist in sourcing Investors and the
Finder hereby accepts such appointment subject to the terms of this Agreement.
2. Finders' Rights and Duties
(a) Finders shall use their best efforts to facilitate communications
between the Company and possible funding sources.
(b) The Finders' services under this Agreement exclude any financially
related transactions including activities related to capital raising or
formation, nor shall the Finders' services hereunder include any
services that constitute the ▇▇▇▇▇▇ of any legal opinions or performance
of work that is in the ordinary purview of a Certified Public Accountant
or Attorney.
3. Compensation in Restricted Shares
In the event that at any time prior to March 31, 2007 the Company or any of its
affiliates shall enter into any transaction, (including, without limitation,
any, financing with any party introduced to the Company by the Finder, directly
or indirectly, during such period, the Finder will be paid a fee, payable at the
closing thereof, equal to 10% of the amount raised. The payment shall be made in
Worldstar shares valued at the same price as the financing. The Finder
acknowledges and agrees that:
(a) the Shares will be subject to the same resale restrictions as the
Shares issued in the financing and will bear a restrictive legend;
(b) the Finder represents and agrees that he will be responsible for all
taxes in connection with the fee and this agreement will be disclosed
and publicly filed by the Company
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(c) the Finder represents that he is not a US Person and was in the
United States wher this Agreement was made.
4. Expenses
The parties to this agreement shall each pay their own expenses related to this.
financing, including but not limited to travel, communication, attorneys,
accountants, and' other professional advisors, regardless of whether or not a
transaction occurs.
5. Other Engagements
The parties acknowledge that the Finders will be acting as a finder to parties
other than the Company and agree that the provision of services to such parties
shall not constitute a breach hereof or of any duty owed to the Company by
virtue of this Agreement.
6. Independent Contractor
In providing services pursuant to this Agreement, the parties shall be
independent contractors, and no party to this Agreement shall make any
representations or statements indicating or suggesting that any joint venture,
partnership, or other such relationship exists between any of the parties except
as set forth herein.
7. General Provisions
(a) This agreement shall be governed by and under the laws of the State
of Nevada, USA without giving effect to conflicts of law principles. If
any provision hereof is found invalid or unenforceable, that part shall
be amended to achieve as nearly as possible the. same effect as the
original provision and the remainder of this agreement shall remain in
full force and effect.
(b) Any dispute arising under or in any way related to this agreement
shall be submitted to binding arbitration by the American Arbitration
Association in accordance with the Association's commercial rules then
in effect. The arbitration shall be conducted in the state of Nevada.
The arbitration shall be binding on the parties and the arbitration
award may be confirmed by any court of competent jurisdiction.
(c) In any adverse action, the parties shall restrict themselves to
claims for compensatory damages and/or securities issued or to be issued
and no claims shall be made by any party or affiliate for lost profits,
punitive or multiple damages
(d) This agreement constitutes the entire agreement and final
understanding of the: parties with respect to the subject matter hereof
and supersedes and terminates all prior and/or contemporaneous
understandings and/or discussions between the parties, whether written
or verbal, express or implied, relating in any way to the subject matter
hereof. This agreement may not be altered, amended, modified or
otherwise changed in any way except by a written agreement, signed by
both parties.
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(e) All notices, requests, demands and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed
to be duly given when received by hand delivery, by facsimile (when
confirmed by return facsimile) followed by first-class mail, by
nationally recognized overnight courier service or by prepaid registered
or certified mail, return receipt requested to the addresses set forth
below:
If to the Company:
WorldStar Energy, Corp.
▇▇ - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
If to the Finder:
Electro Motors (BVI) Limited
▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
(f) This agreement may be executed in counterparts, each one of which
shall constitute an original and all of which taken together shall
constitute one document.
(g) In the event any Party hereto shall commence legal proceedings
against the other to enforce the terms hereof, or to declare rights
hereunder, as the result of a breach of any covenant or condition of
this Agreement, the prevailing party in any siich proceeding shall be
entitled to recover from the losing party its costs of suit, including
reasonable attorneys' fees, as may be fixed by the court.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed as of the date first written above.
Worldstar Energy Corp
/s/ ▇▇▇▇▇▇▇ ▇▇▇
_____________________
▇▇▇▇▇▇▇ ▇▇▇
President
The Findey/Electro Motors (BVI) Limited
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
Director