Worldstar Energy Inc. - Exhibit 10.6 - Filed by newsfilecorp.com






 

 

SHARE PURCHASE AGREEMENT 

 

by and among 

ONG WAN BING (ALIAS KIE TJHAN), 

WORLDSTAR ENERGY, CORP., 

and 

NATIONAL BASE INVESTMENT LIMITED 

 

 

Dated as of September 6, 2011 




TABLE OF CONTENTS 

	PART
      1 SALE AND PURCHASE OF THE SHARE 	1 
	     SALE
      AND PURCHASE OF THE SHARES 	1 
	     CLOSING 	2 
	 	 
	PART
      2 REPRESENTATIONS AND WARRANTIES OF SELLER 	2 
	     CORPORATE
      STATUS 	2 
	     AUTHORIZATION,
      ETC 	2 
	     TITLE
      TO SHARES 	3 
	     NO
      CONFLICTS, ETC 	3 
	     CONSENTS 	3 
	     SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES OF THE SELLER 	3 
	 	 
	PART
      3 REPRESENTATIONS AND WARRANTIES OF PURCHASER 	3 
	     CORPORATE
      STATUS 	4 
	     AUTHORIZATION,
      ETC 	4
	     NO
      CONFLICTS, ETC 	4 
	     CONSENTS 	4 
	     SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 	4 
	 	 
	PART
      4 FURTHER ACTIONS 	4 
	     FURTHER
      ACTIONS 	4 
	 	 
	PART
      5 PUBLICITY 	5 
	     PUBLICITY 	5 
	 	 
	PART
      6 CONDITION PRECEDENT 	5 
	     CONDITION
      TO OBLIGATIONS OF EACH PARTY 	5 
	 	 
	PART
      7 TERMINATION 	5 
	     TERMINATION 	5 
	     EFFECT
      OF TERMINATION 	5 
	 	 
	PART
      8 DEFINITIONS 	6 
	     TERMS
      GENERALLY 	6 
	     CERTAIN
      TERMS 	6 
	 	 
	PART
      9 MISCELLANEOUS 	8 
	     EXPENSES 	8 
	     NOTICES 	8 
	     GOVERNING
      LAW 	9 
	     BINDING
      EFFECT 	9 
	     ASSIGNMENT 	9 
	     AMENDMENT;
      WAIVERS, ETC. 	9 
	     ENTIRE
      AGREEMENT 	9 
	     SEVERABILITY 	9 
	     HEADINGS 	9 
	     COUNTERPARTS 	10 







SHARE PURCHASE AGREEMENT 

This SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of
September 6, 2011, is entered into by and among Ong Wan Bing (alias Kie Tjhan)
(the "Purchaser"), businessman, and Worldstar Energy, Corp. (the "Seller"), a
Nevada corporation. 

W I T N E S S E T H: 

WHEREAS the Seller holds one issued and outstanding ordinary
share (the “Share”) of National Base Investment Limited (“National”), a British
Virgin Islands company and a wholly-owned subsidiary of the Seller, and the
Purchaser has agreed to buy and the Seller has agreed to sell the Share to the
Purchaser, on the terms and conditions and for the consideration described in
this Agreement; NOW, THEREFORE, in consideration of the mutual promises,
covenants, representations and warranties made herein and of the mutual benefits
to be derived herefrom, the parties hereto agree as follows: 

PART 1 

SALE AND PURCHASE OF THE SHARE 

Sale and Purchase of the Shares 

1.1                      
Subject to the terms and conditions hereof, the Seller will sell to the
Purchaser, and the Purchaser will purchase from the Seller, the Share at a price
of $10.00 (the "Purchase Price") payable in immediately available funds
at the Closing in the manner set forth in §1.3, and in consideration of the
Purchaser's agreement in §1.2. 

Indemnification 

1.2                      
The Purchaser will indemnify, defend, and hold harmless the Seller and each of
its successors, assigns, owners, members, managers, employees, representatives,
and other agents and affiliates (collectively, the “Indemnified Affiliates”)
for, from, and against any and all manner of action and actions, causes of
action, claims, demands, debts, reimbursements, accounts, judgments,
liabilities, costs, expenses, and damages (collectively, a “Claim”) whether
presently known or unknown, suspected or unsuspected, or primary or derivative,
to which the Seller or any of its Indemnified Affiliates may become subject
under applicable Law or otherwise, arising out of, directly or indirectly
relating to, or otherwise in connection with National (other than for any Tax
that may be payable by the Seller in connection with the sale and purchase of
the Share contemplated by this Agreement). The Purchaser will promptly pay, and
in no event later than fifteen (15) calendar days after written demand from the
Seller or its Indemnified Affiliates, as applicable, all amounts required to be
paid to or on behalf of the Seller or its Indemnified Affiliates, as applicable,
under this Agreement, for any legal or other expense 




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incurred by the Seller or its Indemnified Affiliates, as
applicable, in connection with investigating or defending any legal actions,
whether or not resulting in any liability, insofar as such legal actions arise
out of or are based upon any Claim. The foregoing indemnification obligation
will apply even if the applicable Claim is caused or alleged to have been caused
in whole or in part by any negligent or improper act or omission of the Seller
or its Indemnified Affiliates, as applicable, but will not apply to the extent
of the amount of any Claim which is attributable to the gross negligence of the
Seller or any of its Indemnified Affiliates. 

Closing 

1.3                
        The closing of the sale and purchase of the Share
  contemplated by §1.1 (the "Closing") shall take place
  on or before September 20, 2011 (the "Closing Date") at
  a location to be agreed upon by the Purchaser and the Seller subject to the
  satisfaction or waiver of the conditions precedent set forth in Part 6 of this
  Agreement. At the Closing: 

(a)          the
Seller will deliver or cause to be delivered to the Purchaser, free and clear of
any Lien, a certificate representing the Share, duly endorsed or accompanied by
a stock power or other instrument of transfer duly executed for transfer to the
Purchaser together with any other documents or actions necessary to accomplish
the foregoing; 

(b)          the
Purchaser will pay to the Seller an amount equal to the Purchase Price by check,
banker’s draft or cash. 

PART 2 

REPRESENTATIONS AND WARRANTIES OF SELLER 

The Seller hereby represents and warrants to the Purchaser as
follows, as of the date hereof and as of the Closing Date: 

Corporate Status 

	2.1 	
      (a)       
       Seller. The Seller is a corporation duly incorporated and
      validly existing under the laws of the State of Nevada, and has full power
      and authority to, conduct its business and to own or lease and to operate
      its properties as and in the places where such business is conducted and
      such properties are owned, leased or operated.



(b)          National.
National is a British Virgin Islands limited liability company, duly organized,
validly existing and in good standing under the laws of British Virgin Islands.
National is a wholly owned Subsidiary of the Seller, and has full power and
authority to, conduct its business and to own or lease and to operate its
properties as and in the places where such business is conducted and such
properties are owned, leased or operated. 

Authorization, etc. 

2.2                      
The Seller has full power, authority and capacity to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the sale and
purchase of the 




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Share contemplated hereby. The execution, delivery and
performance of this Agreement by the Seller, and the consummation of the sale
and purchase of the Share contemplated hereby, have been duly authorized by all
requisite corporate action of the Seller and National. The Seller and National
have duly executed and delivered this Agreement. This Agreement constitutes the
legal, valid and binding obligation of the Seller and National enforceable
against each party in accordance with its terms. 

Title to Share 

2.3                     
 The Seller owns, legally and beneficially, the Share. Upon the delivery of
and payment for the Share at the Closing as provided for in this Agreement, the
Seller will acquire good and valid title to the Share free and clear of any
Lien. 

No Conflicts, etc. 

2.4                      
The execution, delivery and performance of this Agreement by the Seller, and the
consummation of the sale and purchase of the Share contemplated hereby, do not
and will not conflict with, contravene, result in a violation or breach of or
default under (with or without the giving of notice or the lapse of time, or
both), create in any other Person a right or claim of termination or amendment,
or require modification, acceleration or cancellation of, or result in or
require the creation of any Lien (or any obligation to create any Lien) upon any
of the properties or assets of the Seller under (a) any Law applicable to the
Seller or any of its properties or assets, (b) any provision of any of the
Organizational Documents of the Seller, or (c) any Contract, or any other
agreement or instrument to which the Seller is a party or by which its
properties or assets may be bound except, in the case of each of clauses (a),
(b) and (c), as would not reasonably be expected to prevent or materially impair
or delay the ability of the Seller to sell the Share and otherwise fulfill its
obligations under this Agreement. 

Consents 

2.5                      
No Governmental Approvals or other Consents are required to be obtained by the
Seller in connection with the execution and delivery of this Agreement, and the
consummation of the sale and purchase of Share contemplated. 

Survival of Representations and Warranties of the Seller


2.6                      
Each of the representations and warranties of the Seller in this Agreement or in
any schedule, instrument or other document delivered pursuant to this Agreement
shall survive the Closing Date and shall continue in force thereafter. 

PART 3 

REPRESENTATIONS AND WARRANTIES OF PURCHASER 

The Purchaser represents and warrants to the Seller as follows,
as of the date hereof and as of the Closing Date: 




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Corporate Status 

3.1                      
The Purchaser has duly executed and delivered this Agreement. This Agreement
constitutes the legal, valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms. 

No Conflicts, etc. 

3.2                     
 The execution, delivery and performance of this Agreement by the
Purchaser, and the consummation of the sale and purchase of the Share
contemplated hereby, do not and will not conflict with, contravene, result in a
violation or breach of or default under (with or without the giving of notice or
the lapse of time, or both), create in any other Person a right or claim of
termination or amendment, or require modification, acceleration or cancellation
of, or result in or require the creation of any Lien (or any obligation to
create any Lien) upon any of the properties or assets of the Purchaser under (a)
any Law applicable to the Purchaser or any of his properties or assets, or (b)
any Contract, or any other agreement or instrument to which the Purchaser is a
party or by which his properties or assets may be bound except, in the case of
each of clauses (a), and (b), as would not reasonably be expected to prevent or
materially impair or delay the ability of the Purchaser to purchase the Share
and otherwise fulfill his obligations under this Agreement. 

Consents 

3.3                      
No Governmental Approvals or other Consents are required to be obtained by the
Purchaser in connection with the execution and delivery of this Agreement and
the consummation of the sale and purchase of Share contemplated hereby. 

Survival of Representations and Warranties of the Purchaser


3.4                      
Each of the representations and warranties of the Purchaser in this Agreement or
in any schedule, instrument or other document delivered pursuant to this
Agreement shall survive the Closing Date and shall continue in force thereafter.


PART 4 

FURTHER ACTIONS 

Further Actions 

4.1                      
Each Party shall use reasonable efforts to take or cause to be taken all
actions, and to do or cause to be done all other things, necessary, proper or
advisable in order for the such Party to fulfill and perform its obligations in
respect of this Agreement, or otherwise to consummate and make effective the
sale and purchase of the Share contemplated hereby. 




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PART 5 

PUBLICITY 

Publicity 

5.1                     
 The Purchaser acknowledges and agrees that the Seller’s common stock is
registered as a class under section 12(g) of the Exchange Act, and that the
Seller may therefore be required to disclose this Agreement (including, without
limitation, the terms and conditions hereof, and the identity of the Purchaser)
in its public filings with the United States Securities and Exchange Commission
pursuant to section 13(a) of the Exchange Act. 

PART 6 

CONDITION PRECEDENT 

Condition to Obligations of Each Party 

6.1                     
 The obligations of each party to consummate the sale and purchase of the
Share contemplated hereby shall be subject to the condition that consummation of
the sale and purchase of the Share contemplated hereby shall not have been
restrained, enjoined or otherwise prohibited or made illegal by any applicable
Law, including any order, injunction, decree or judgment of any court or other
Governmental Authority in any material respect; and no such Law that would have
such an effect shall have been promulgated, entered, issued or determined by any
court or other Governmental Authority to be applicable to this Agreement. No
action or proceeding shall be pending or threatened by any Governmental
Authority on the Closing Date before any court or other Governmental Authority
to restrain, enjoin or otherwise prevent the consummation of the sale and
purchase of the Share contemplated hereby in any material respect. 

PART 7 

TERMINATION 

Termination 

7.1                     
 This Agreement may be terminated at any time on or prior to the Closing
Date by the Purchaser or the Seller, as the case may be, by written notice to
the other party if the condition precedent to Closing set forth in §6.1 would
not be satisfied as of the Closing Date. 

Effect of Termination 

7.2                      
In the event of the termination of this Agreement pursuant to the provisions of
§7.1, this Agreement shall become void and have no effect, without any liability
to any Person in respect hereof or of the sale and purchase of the Share
contemplated hereby on the part of any party hereto, or any of its directors,
officers, representatives, stockholders or Affiliates, except as 




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specified in §9.1, and except for any liability resulting from
such party's breach of this Agreement prior thereto. 

PART 8 

DEFINITIONS 

Terms Generally 

8.1                     
 The words "hereby," "herein," "hereof,"; "hereunder"; and words of
similar import refer to this Agreement as a whole and not merely to the specific
section, paragraph or clause in which such word appears. All references herein
to Sections shall be deemed references to Sections of this Agreement unless the
context shall otherwise require. The words "include," "includes" and "including"
shall be deemed to be followed by the phrase "without limitation." The
definitions given for terms in this Part 8 and elsewhere in this Agreement shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. Except as otherwise expressly provided
herein, all references to "dollars" or "$" shall be deemed references to the
lawful money of the United States of America. 

Certain Terms 

8.2                      
Whenever used in this Agreement, the following terms shall have the respective
meanings given to them below or in the Sections indicated below: 

Affiliate: of a Person means a Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, the first Person, including but not limited to a
Subsidiary of the first Person, a Person of which the first Person is a
Subsidiary, or another Subsidiary of a Person of which the first Person is also
a Subsidiary. 

Agreement: means this Agreement with all Schedules. 

Business Day: any day that is not a Saturday, Sunday or
other day on which banks are required or authorized by Law to be closed in
Nevada or the Republic of Indonesia. 

Closing Date: as defined in §1.3. 

Closing: as defined in §1.3. 

Consent: any consent, approval, authorization, waiver,
permit, grant, franchise, concession, agreement, license, certificate,
exemption, order, registration, declaration, filing, report or notice of, with
or to any Person. 

Contract: all loan agreements, indentures, letters of
credit (including related letter of credit applications and reimbursement
obligations), mortgages, security agreements, pledge agreements, deeds of trust,
bonds, notes, guarantees, surety obligations, warranties, licenses, 




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franchises, permits, powers of attorney, purchase orders,
leases, and other agreements, contracts, instruments, obligations, offers,
commitments, arrangements and understandings, written or oral. Control
(including the terms “controlled by” and “under common control with”): means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of a person, whether through the ownership
of voting securities, by contract or credit arrangement, as trustee or executor,
or otherwise. 

Governmental Approval: any Consent of, with or to any
Governmental Authority. 

Governmental Authority: any nation or government, any
state or other political subdivision thereof; any entity, authority or body
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including, without limitation, any
government authority, agency, department, board, commission or instrumentality
of any nation or any political subdivision thereof; any court, tribunal or
arbitrator; and any self-regulatory organization. 

Law: all applicable provisions of all (a) constitutions,
treaties, statutes, laws, codes, rules, regulations, ordinances or orders of any
Governmental Authority, (b) Governmental Approvals and (c) orders, decisions,
injunctions, judgments, awards and decrees of or agreements with any
Governmental Authority. 

Lien: any mortgage, pledge, deed of trust,
hypothecation, right of others, claim, security interest, encumbrance, burden,
title defect, title retention agreement, lease, sublease, license, occupancy
agreement, easement, covenant, condition, encroachment, voting trust agreement,
interest, option, right of first offer, negotiation or refusal, proxy, lien,
charge or other restrictions or limitations of any nature whatsoever, including
but not limited to such Liens as may arise under any Contract. 

National Base: means National Base Investment Limited.


Organizational Documents: as to any Person, its
certificate or articles of incorporation, bylaws and other organizational
documents. 

Person: any natural person, firm, partnership,
association, corporation, company, trust, business trust, Governmental Authority
or other entity. 

Purchase Price: as defined in §1.1. 

Share: as defined in the recitals of this Agreement.


Subsidiaries: each corporation or other Person in which
a Person owns or controls, directly or indirectly, share capital or other equity
interests representing more than 50% of the outstanding voting stock or other
equity interests. 

Tax: any federal, state, local or foreign income,
alternative, minimum, accumulated earnings, personal holding company, franchise,
share capital, profits, windfall profits, gross receipts, sales, use, value
added, transfer, registration, stamp, premium, excise, customs duties,
severance, 




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environmental, real property, personal property, ad valorem,
occupancy, license, occupation, employment, payroll, social security,
disability, unemployment, workers’ compensation, withholding,
estimated or other similar tax, duty, fee, assessment or other governmental
charge or deficiencies thereof (including all interest and penalties thereon and
additions thereto).

PART 9 

MISCELLANEOUS 

Expenses 

9.1                      Except
as set forth in this §9.1 or as otherwise specifically provided for in this
Agreement, each of the Purchaser and the Seller shall bear their respective
expenses, costs and fees (including attorneys’ fees) in connection with the sale
and purchase of the Share contemplated hereby, including the preparation,
execution and delivery of this Agreement and compliance herewith, whether or not
the sale and purchase of the Share contemplated hereby shall be consummated;
provided that for the avoidance of doubt, any Tax associated with the transfer
of the Share contemplated hereby shall be borne solely by the Seller. 

Notices 

9.2                      All
notices, requests, demands, waivers and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given if delivered personally, sent by next-day or
overnight mail or delivery, or sent by email, as follows: 

	 	(i) 	
      if to the Seller,

	 	 	 
	 		
      Rm 803, 8/F, Jubilee Centre 
No. 42 Gloucester Road
      
Wanchai, Hong Kong, China

	 	 	 
	 		
      Attention: Rudijanto Azali, President and CEO

	 	 	 
	 		
      Email: rudiazali@gmail.com

	 	 	 
	 	(ii) 	
      if to the Purchaser,

	 	 	 
	 		
      No. 33 Jln

	 		
      Usj 20/18 Subang Jaya 
Selangor, Indonesia

	 	 	 
	 		
      Email:



(or, in each case, at such other address as may be specified in
writing to the other parties hereto in accordance with this §9.2. ) 




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All such notices, requests, demands, waivers and other
communications shall be deemed to have been received (i) if by personal delivery
on the day after such delivery, (ii) if by next-day or overnight mail or
delivery, on the day delivered, (iii) if by facsimile, on the next day following
the day on which such facsimile was sent, provided that a copy is also sent by
another method described herein. 

Governing Law 

9.3                    
This Agreement shall be governed in all respects, including as to validity,
interpretation and effect, by the laws of the State of Nevada. 

Binding Effect 

9.4                    
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and permitted assigns. 

Assignment 

9.5                    
This Agreement shall not be assignable or otherwise transferable by any party
hereto without the prior written consent of the other parties hereto, and any
purported assignment or other transfer without such consent shall be void and
unenforceable. 

Amendment; Waivers, etc. 

9.6                    
No amendment, modification or discharge of this Agreement, and no waiver
hereunder, shall be valid or binding unless set forth in writing and duly
executed by the party against whom enforcement of the amendment, modification,
discharge or waiver is sought.

Entire Agreement 

9.7                    
This Agreement constitutes the entire agreement and supersede all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof. 

Severability 

9.8                    
If any provision, including any phrase, sentence, clause, section or subsection,
of this Agreement is invalid, inoperative or unenforceable for any reason, such
circumstances shall not have the effect of rendering such provision in question
invalid, inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision herein contained invalid, inoperative, or
unenforceable to any extent whatsoever. 

Headings 

9.9                    
The headings contained in this Agreement are for purposes of convenience only
and shall not affect the meaning or interpretation of this Agreement. 




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Counterparts 

9.10                    This
Agreement may be executed in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same
instrument. 

IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written. 

	Signed, Sealed and Delivered by Mr. Ong 	) 	 
	Wan Bing (alias Kie Tjhan) in the presence 	) 	 
	of: 	) 	 
	  	) 	
	  	) 	"signed by Ong Wan Bing" 
	Witness (Signature) 	) 	ONG WAN BING
  
	  	) 	(ALIAS KIE
      TJHAN) 
		) 	 
	Name (please print) 	) 	 
	  	) 	 
	 	)	 
	Address 	) 	 
	  	) 	 
	 	)	 
	City, State/Province 	  	 
	  	  	 
	  	  	 
	Country 	  	 


 

 

WORLDSTAR ENERGY CORP. 

	By: 	"signed by Rudi Azali" 	 
	  	Name:    Rudijanto
      Azali 	 
	  	Title:      President and Chief
      Executive Officer