EXHIBIT
4.1
10% ORIGINAL ISSUE DISCOUNT
PROMISSORY NOTE
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$32,500
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November 17, 2008
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IN CONSIDERATION FOR $25,000,
Star Energy
Corporation , a Nevada
corporation (the “ Maker ”), with its primary
offices located at 317 Madison Avenue, 21 st Floor, New
York, New York 10017, promises to pay to the order of
Enable Growth Partners
LP , or its registered
assigns (the “ Payee ”), upon the terms set
forth below, the principal sum of Thirty Two Thousand Five Hundred
Dollars ($32,500.00) plus
interest on the unpaid principal sum outstanding at the rate of 10%
per annum.
(a) The
full amount of principal and accrued interest under this Note shall
be due on the earlier of (i) November 17, 2009 and (ii) the date
that the Makers enters into a settlement of its legal proceedings,
or such later date as is agreed to in writing by the Payee (the
“ Maturity Date ”), unless due earlier in
accordance with the terms of this Note.
(b) This
Note is an original issue discount promissory note with a principal
amount to be equal to 1.3 times the cash subscription amount
advanced by the Payee to the Maker.
(c) The
Maker shall pay interest to the Payee on the aggregate then
outstanding principal amount of this Note at the rate of 10% per
annum, payable on the Maturity Date.
(d) All
overdue accrued and unpaid principal and interest to be paid
hereunder shall entail a late fee at the rate of 22% per annum (or
such lower maximum amount of interest permitted to be charged under
applicable law) which will accrue daily, from the date such
principal and/or interest is due hereunder through and including
the date of actual payment in full.
(e) Absent
the occurrence of an Event of Default (unless waived in writing by
the Payee), the Maker may prepay this Note for 100% of the full
principal amount of this Note, together with all accrued interest
thereon, at any time prior to the Maturity Date.
(a) “
Event of Default ”, wherever used herein, means any
one of the following events (whatever the reason for such event and
whether such event shall be voluntary or involuntary or effected by
operation of law or pursuant to any judgment, decree or order of
any court, or any order, rule or regulation of any administrative
or governmental body):
(i) any default in
the payment of the principal amount of, or the interest on, this
Note, as and when the same shall become due and payable;
(ii) Maker shall fail to
observe or perform any obligation or shall breach any term or
provision of this Note and such failure or breach shall not have
been remedied within five days after the date on which notice of
such failure or breach shall have been delivered;
(iii) Maker or any of its
subsidiaries shall fail to observe or perform any of their
respective obligations owed to Payee under this Note or any other
covenant, agreement, representation or warranty contained in, or
otherwise commit any breach hereunder or in any other agreement
executed in connection herewith;
(iv) Maker or any of its
subsidiaries shall commence, or there shall be commenced against
Maker or any subsidiary a case under any applicable bankruptcy or
insolvency laws as now or hereafter in effect or any successor
thereto, or Maker or any subsidiary commences any other proceeding
under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law
of any jurisdiction whether now or hereafter in effect relating to
Maker or any subsidiary, or there is commenced against Maker or any
subsidiary any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of 60 days; or Maker or any
subsidiary is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is
entered; or Maker or any subsidiary suffers any appointment of any
custodian or the like for it or any substantial part of its
property which continues undischarged or unstayed for a period of
60 days; or Maker or any subsidiary makes a general assignment for
the benefit of creditors; or Maker or any subsidiary shall fail to
pay, or shall state that it is unable to pay, or shall be unable to
pay, its debts generally as they become due; or Maker or any
subsidiary shall call a meeting of its creditors with a view to
arranging a composition, adjustment or restructuring of its debts;
or Maker or any subsidiary shall by any act or failure to act
expressly indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by
Maker or any subsidiary for the purpose of effecting any of the
foregoing;
(v) Maker or any
subsidiary shall default in any of its respective obligations under
any other note or any mortgage, credit agreement or other facility,
indenture agreement, factoring agreement or other instrument under
which there may be issued, or by which there may be secured or
evidenced any indebtedness for borrowed money or money due under
any long term leasing or factoring arrangement of Maker or any
subsidiary, whether such indebtedness now exists or shall hereafter
be created and such default shall result in such indebtedness
becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable; or
(vi) Maker shall (a) be a party
to any Change of Control Transaction (as defined below), (b) agree
to sell or dispose all or in excess of 33% of its assets in one or
more transactions (whether or not such sale would constitute a
Change of Control Transaction), (c) redeem or repurchase more than
a de minimis number of shares of Common Stock or other equity
securities of Maker, or (d) make any distribution or declare or pay
any dividends (in cash or other property, other than common stock)
on, or purchase, acquire, redeem, or retire any of Maker’s
capital stock, of any class, whether now or hereafter outstanding.
For the purpose of this Section 2, “ Change of Control
Transaction ” means the occurrence of any of: (i) an
acquisition after the date hereof by an individual or legal entity
or “group” (as described in Rule 13d-5(b)(1)
promulgated under the Securities Exchange Act of 1934, as amended)
of effective control (whether through legal or beneficial ownership
of capital stock of Maker, by contract or otherwise) of in excess
of 33% of the voting securities of Maker, (ii) a replacement at one
time or over time of more than one-half of the members of
Maker’s board of directors which is not approved by a
majority of those individuals who are members of the board of
directors on the date hereof (or by those individuals who are
serving as members of the board of directors on any date whose
nomination to the board of directors was approved by a majority of
the members of the board of directors who are members on the date
hereof), (iii) the merger of Maker with or into another entity that
is not wh