WAIVER AND
CONSENT
This Waiver and Consent
is made and entered into as of March 31, 2009 by and among
IdeaEdge, Inc., a Colorado corporation (the “ Company
”), and the parties identified on Schedule A hereto
(“ Subscribers ”). Capitalized terms used
but not defined herein will have the meanings assigned to them in
the Subscription Agreement (as defined below).
WHEREAS, the Company and
Subscribers entered into a Subscription Agreement dated as of June
5, 2008 (the “ Subscription Agreement ”);
and
WHEREAS, the Company
issued to the Subscribers Series A Cumulative Convertible Preferred
Stock (the “ Preferred Stock ”) and a Warrant
(the “ Warrant ”) pursuant to the terms of the
Subscription Agreement, the Certificate To Set Forth Designations,
Voting Powers, Preferences, Limitations, Restrictions, and Relative
Rights of the Preferred Stock (the “ Series A
Certificate ”), and the Warrant; and
WHEREAS, the Company and
Whalehaven Capital Fund Limited entered into a Subscription
Agreement and Warrant in August 2008 for the sale of Company Common
Stock (which together with the Subscription Agreement, Series A
Certificate and Warrant are collectively referred to herein as the
“ Financing Documents”) ; and
WHEREAS, the Company
proposes to enter into a Loan Agreement with Gemini Master Fund,
Ltd. pursuant to which the Company will borrow up to $750,000 and
issue the lender up to 400,000 shares of Company Common Stock (the
“ Proposed Transaction ”), pursuant to the form
of Securities Purchase Agreement, Promissory Note and Guarantee
substantially in the form attached hereto;
WHEREAS, under the terms
of the Financing Documents, the Subscribers possess (i) a right of
first
