WAIVER AND AMENDMENT
THIS WAIVER AND
AMENDMENT ("Waiver") is made and entered into as of this ___th day
of September 2006, by and among InterLink Global Corporation, a
Nevada corporation (the "Company"), and the undersigned lenders
pursuant to the Notes (as defined below).
RECITALS
WHEREAS,
reference is made to that certain Series A Convertible Note issued
by the Company to the Lenders in the principal amount of $2,000,000
dated as of November 29, 2005 (“Series A Note”) and
Series B Convertible Notes dated as of February 28, 2006 in the
aggregate amount of $1,297,550 (the Series B Notes, and together
with the Series A Note, the "Notes");
WHEREAS, the Company issued Series D, E and F
warrants in connection with the Series B Notes that have an
exercise price of $1.50, $2.25 and $3.25, respectively
(“Warrants”);
WHEREAS,
Section 1.3 of the Notes provides that the Company to pay 1/14th of
the outstanding principal and interest each month starting with the
fifth month after the issuance of such Note in either cash or
registered Company common stock (“Amortization
Payment”);
WHEREAS, the
Company and Lenders previously agreed verbally that the
Amortization Payments under the Notes would commence on July 28,
2006.
WHEREAS, the Company and Lenders intend to delay
the payment of such payments for six months until January 28 2007;
provided, that, the exercise price of the Series D, E and F
warrants are reduced to $1.05 per share;
WHEREAS, the
Lenders are also willing to agree to a lock-up provision in which
they agree not to sell the shares of Company common stock
underlying the Warrants (“Warrant Shares”) until at
least 4 months
