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Exhibit
10.7(b)
WAIVER AND
CONSENT
THIS WAIVER AND CONSENT is
entered into this 11th day of October, 2007, by and among Wolverine
Asset Management LLC (“ WAM ”), on its own
behalf and on behalf of its affiliates, Wolverine Convertible
Arbitrage Fund Trading Ltd. and GPC LX LLC (collectively, “
Wolverine ”) and Star Energy Corporation (“
Star ”).
WHEREAS, Wolverine 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 WAM and Enable
Capital Management (each of Star, Wolverine and Enable Capital
Management 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, 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, an Event (as defined
in Section 2(b)(i) of the Registration Rights Agreement) was
triggered, which Event entitled each Purchaser to a penalty payment
in the amount of 1.5% of the principal amount to which such
Purchaser is entitled until registration becomes
effective;
WHEREAS, Section 4(1)
of the Security Agreement and 7(b) of the Debenture prohibit Star
from encumbering any Collateral (as defined in the Security
Agreement), including but not limited to, by imposition of transfer
restrictions over any such Collateral, without the prior written
consent of a Majority in Interest (as defined in the Security
Agreement) of the Purchasers;
WHEREAS, any equity
interest acquired by Star February 9, 2007, including but not
limited to, any equity interests owned by Star in Bukovyna Oil and
Gas Company, LLC (“ Bukovyna LLC ”), fall within
the definition of Collateral for purposes of the Convertible Debt
Do
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