Exhibit 4.1
WAIVER AND CONSENT
THIS WAIVER AND
CONSENT is entered into this 30 th day of June, 2008, by and among
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 ”)
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 Subsid