As of March 20, 2008
Global Energy, Inc.
Migdal Aviv
7 Abba Hilel Street
Ramat Gan, 52520
Israel
Re: Waivers to
Securities Purchase Agreement dated as of July 6, 2007
Gentlemen:
Reference is made
to that certain Securities Purchase Agreement, dated as of July 6,
2007 (as amended and in effect from time to time, the “
Securities Purchase Agreement ”), by and between
Global Energy, Inc. (the “ Company ”) and YA
Global Investments, L.P., (the “ Investor ”).
Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Securities Purchase
Agreement.
Pursuant to the
Securities Purchase Agreement, the Company shall issue and sell to
the Investor $1,000,000 of Convertible Debentures at the Fourth
Closing, which closing shall take place upon the satisfaction of
certain conditions, including the effectiveness of the Registration
Statement. The Registration Statement has not yet been declared
effective, however, the Company has requested that the Investor
close on the purchase of $500,000 of Convertible Debentures prior
to the effectiveness of the Registration Statement and close of the
purchase of the remaining $500,000 after the effectiveness of the
Registration Statement, and the Lender has agreed to do so, but
only on the express terms of this letter agreement. Accordingly,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Investor agree
as follows:
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Funding . The Company represents and
warrants
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