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Exhibit 4.2
WAIVER AND CONSENT
THIS WAIVER AND CONSENT is entered into this 30 th day of June, 2008, 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 &
