Exhibit
10.11
LOCK-UP AGREEMENT
THIS AGREEMENT (this " Agreement
") is dated as of September 30, 2005 by and among Silver Star
Energy, Inc., a Nevada corporation (the " Company "), and
the shareholders of the Company listed on Schedule A
attached hereto (collectively, the " Shareholders
").
WHEREAS, to induce the Company and the
investors (the “ Investors ”) to enter into the
Note and Warrant Purchase Agreement dated as of the date hereof
(the “ Purchase Agreement ”) by and among the
Company and the Investors, the Shareholders have agreed not to sell
any shares of the Company’s common stock, $.001 par value per
share (the " Common Stock "), that such Shareholders
presently own or may acquire after the date hereof, except in
accordance with the terms and conditions set forth herein.
Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Purchase
Agreement.
NOW, THEREFORE, in consideration of the
covenants and conditions hereinafter contained, the parties hereto
agree as follows:
1.
Restriction on Transfer;
Term . The Shareholders
hereby agree with the Company that the Shareholders will not offer,
sell, contract to sell, assign, transfer, hypothecate, pledge or
grant a security interest in, or otherwise dispose of, or enter
into any transaction which is designed to, or might reasonably be
expected to, result in the disposition of (whether by actual
disposition or effective economic disposition due to cash
settlement or otherwise by the Company or any affiliate of the
Company or any person in privity with the Company or any affiliate
of the Company), directly or indirectly, any of the shares of
Common Stock from the period commencing on the Closing Date and
expiring one (1) year following the Closing Date (the “
Period ”); provided , however , up to
3,434,000 shares beneficially owned by the five Shareholders listed
on Schedule B attached hereto may be sold by such
Shareholders so long as (A) such Shareholders file Forms 144 with
the Securities and Exchange Commission indicating their intention
to sell such shares and (B) the aggregate sales by each such
Shareholder on any one trading day does not exceed ten percent
(10%) of the daily trading volume of the Common Stock on such
trading day.
2.
Ownership .
During the Period, the Shareholders shall
retain all rights of ownership in the Common Stock, including,
without limitation, voting rights and the right to receive any
dividends, if any, that may be declared in respect
thereof.
3.
Company and Transfer Agent
. The Company is hereby authorized
to disclose the existence of this Agreement to its transfer agent.
The Company and its transfer agent are hereby authorized to
decline to make any transfer of the Common Stock if such transfer
would constitute a violation or breach of this Agreement and the
Purchase Agreement.
4.
Notices . All notices, demands, consents, requests,
instructions and other communications to be given or delivered or
permitted under or by reason of the provisions of this Agreement or
in connection with the transactions contemplated hereby shall be in
writing and shall be deemed to be delivered and received by the
intended recipient as follows: (i) if
personally delivered, on the business day
of such delivery (as evidenced by the receipt of the personal
delivery service), (ii) if mailed certified or registered mail
return receipt requested, four (4) business days after being
mailed, (iii) if delivered by overnight courier (with all charges
having been prepaid), on the business day of such delivery (as
evidenced by the receipt of the overnight courier service of
recognized standing), or (iv) if delivered by facsimile
transmission, on the business day of such delivery if sent by 6:00
p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed
confirmation of delivery generated by the sending party's
telecopier machine). If any notice, demand, consent, request,
instruction or other communication cannot be delivered because of a
changed address of whi
