Exhibit 10.30
AMEN PROPERTIES, INC.
Series B Convertible Preferred Stock
CONSENT, WAIVER AND AMENDMENT
-----------------------------
This Consent,
Waiver and Amendment (this "Agreement") is made and entered
into on this the 5th day of January, 2005
by and among Amen Properties, Inc.
(the "Company") and the holders of the
Series B Convertible Preferred Stock of
Amen Properties, Inc. identified on the
signature pages hereto (each, a "Holder"
and collectively, the "Holders"), with
reference to the following facts:
A. Each of the
Holders acquired shares of Series B Convertible Preferred
Stock of the Company (the "Series B
Preferred") from the Company pursuant to a
stock purchase agreement (including Annex A
thereto) between each Holder and the
Company (each, a "Stock Purchase
Agreement"). Capitalized terms used but not
defined herein shall have the meanings
assigned thereto in the Stock Purchase
Agreement.
B. Each Holder
and the Company desire to amend the Stock Purchase Agreement
between such Holder and the Company as
provided herein.
C. The
Certificate of Designations for the Series B Preferred provides
that
the Company cannot designate, sell or issue
any securities with certain rights
and preferences equal to or greater than
the rights and preferences of the
Series B Preferred.
D. The Company
has advised the Holders that the Company desires to
designate, sell and issue a new series of
preferred stock to be designated as
Series C Convertible Preferred Stock of
Amen Properties, Inc. (the "Series C
Preferred"), with the terms, rights and
preferences set forth in the form of the
Certificate of Designations of Series C
Preferred stock of Amen Properties, Inc.
attached hereto as Exhibit "A" and made a
part hereof for all purposes (the
"Designations") which terms, rights and
preferences are equal and similar to the
Series B Preferred.
E. The Holders
have determined that they will consent to the Company's
designation, sale and issuance of the
Series C Preferred.
NOW, THEREFORE,
FOR AND IN CONSIDERATION of the mutual promises, covenants
and agreements set forth herein, the
parties hereto agree as follows:
1. Amendment of
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