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 &
