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EXHIBIT
10.7(c)
AMENDMENT TO WAIVER AND
CONSENT
THIS AMENDMENT (the “
Amendment ”) to the Waiver and Consent dated the 11th
day of October, 2007, by and between Enable Capital Management, on
its own behalf and on behalf of its affiliates, Enable Growth
Partners LP, Enable Opportunity Partners LP and Pierce Diversified
Strategy Master Fund LLC (collectively, “Enable”), and
Star Energy Corporation (“ Star ”) (the “
Waiver and Consent ”) is entered into between Enable
and Star this 9th day of April, 2008.
WHEREAS, Enable has
entered into that certain Securities Purchase Agreement dated as of
February 9, 2007 (the “ Purchase Agreement
”), by and among Star Energy Corporation (“ Star
”) and certain purchasers referenced therein (each, a “
Purchaser ”, collectively, the “
Purchasers ”), such Purchasers being Enable and
Wolverine Asset Management LLC., on its own behalf and on behalf of
its affiliates, Wolverine Convertible Arbitrage Fund Trading Ltd.
and GPC LX LLC (collectively, “ Wolverine ”)
(each of Star, Wolverine and Enable may hereafter be referred to as
a “ Party ”, collectively, the “
Parties ”);
WHEREAS, pursuant to
the Purchase Agreement, the Parties entered into certain related
documents, instruments, agreements and notes dated as of
February 9, 2007, among them a Registration Rights Agreement,
a Security Agreement, a Subsidiary Guarantee, a Warrant, and an 8%
Secured Convertible Debenture (the “ Debenture
”) issued by Star to each of Wolverine and Enable
(collectively, the “ Convertible Debt Documents
”);
WHEREAS, pursuant to
the terms of the Registration Rights Agreement, Star was required
to file a Registration Statement (as defined in the Registration
Rights Agreement) by the earlier of April 15, 2007, or fifteen
(15) calendar days following the date upon which Star filed
its Form 10-KSB for the year ended December 31, 2006 (the
“ Filing Date ”);
WHEREAS, such
Registration Statement not having been filed
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