AMENDMENT NO. 1 to
WAIVER AGREEMENT
To:
Gryphon Master Fund, L.P.
GSSF Master Fund, LP
Lonestar Partners, L.P.
WS Opportunity International Fund
Ltd.
WS Opportunity Fund (QP), L.P.
WS Opportunity Fund, L.P.
Renaissance US Growth Investment Trust
PLC
BFS US Special Opportunities Trust
PLC
Enable Growth Partners, LP
Enable Opportunity Partners,
LP
Gamma Opportunity Capital Partners
L.P.
Bushido Capital Master Fund
L.P.
Cordillera Fund, LP
Newgrange Partners, LP
Whalehaven Capital Fund
Limited
ABS SOS-Plus Partners Ltd.
Regenmacher Holdings, Ltd.
Iroquois Master Fund Ltd.
(individually a
“Holder” and collectively, the
“Holders” )
This AMENDMENT No. 1, dated November 30,
2006 (the “ Amendment ”), to the WAIVER
AGREEMENT (the “ Agreement ”) dated as of July
12, 2006 is entered into among each of the above-named Holders and
Consolidated Energy, Inc., a Wyoming corporation (the
“Company” ). Capitalized terms not
otherwise defined here shall have the meaning ascribed thereto in
the Agreement.
IN CONSIDERATION of the mutual covenants
contained in this Amendment, and for other good and valuable
consideration the receipt and adequacy of which are hereby
acknowledged, the Company and each Holder agrees as
follows:
1.
The first and second sentences of Section
3 of the Agreement are hereby amended to read as
follows:
“Each Holder hereby forfeits any
and all accrued but unpaid liquidated damages through February 28,
2007 that may have been or may be required to be made by the
Company to such Holder under Section 9 of the Registration Rights
Agreement dated February 24, 2005, or Section 8(d) of the
Registration Rights Agreement January 13, 2006, as the case may be,
between the Company and such Holder which liquidated damages arise
from the failure of the Company to file, or the Securities and
Exchange Commission to declare effective, in a timely manner, any
registration statement required to be filed by the Company for the
benefit of such Holder thereunder. Each Holder hereby waives
payment in cash of any and all liquidated damages that accrue after
February 28, 2007, and agrees that after February 28, 2007 the
Company may pay such accrued but unpaid liquidated damages to such
Holder in “unregistered” Common Stock.
Notwithstanding anything herein to the contrary, each Holder
hereby forever waives and forfeits any and all liquidated damages
that accrue after February 28, 2007, if the failure to have the
registration statement (the “ Registration Statement
”) providing for the registration of shares of Common Stock
under the Registration Rights Agreement dated February 24, 2005 and
the Registration Rights Agreement dated January 13, 2006 declared
effective at any time after February 28, 2007 is due solely to
limitations on the number of securities that may be included in the
Registration Statement under Rule 415 promulgated under the
Securities Act of 1933, as amended, and the interpretation of said
rule by the Securities and Exchange Commission.”
2.
Effective on the date hereof, Section
5(d) of the Forbearance Agreement dated January 13, 2006 is hereby
amended to read as follows:
“Section 1 “
Definitions ” of the Note is hereby amended by changed
the definition of “Conversion Price” to read
“$0.30.”
Effective on the date hereof, Section
5(l) of the Forbearance Agreement dated January 13, 2006 is
hereb
