Consent and Waiver Sample Contracts

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CONSENT AND WAIVER
Consent and Waiver • December 23rd, 2004 • Chalone Wine Group LTD • Beverages • California

Consent and Waiver (this “Consent and Waiver”), dated as of December 17, 2004, from each of Domaines Barons de Rothschild (Lafite) SCA, a French société en commandite par actions (“DBR”), Constellation Brands, Inc., a Delaware corporation (“Constellation”), Huneeus Vintners LLC, a Delaware limited liability company (“Huneeus”), and Triple Wines, Inc., a California corporation (“Triple Wines”), for the benefit of Diageo North America, Inc., a Connecticut corporation (“DNA”), Double Wines, Inc., a California corporation (“Merger Sub”) and The Chalone Wine Group, Ltd. (“Chalone”).

CONSENT AND WAIVER
Consent and Waiver • August 17th, 2018 • Lubys Inc • Retail-eating places • Texas

THIS CONSENT AND WAIVER (this “Consent”), is entered into as of August 15, 2018 by and among LUBY’S, INC. (the “Borrower”), each other Credit Party party hereto, the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

CONSENT AND WAIVER
Consent and Waiver • August 19th, 2008 • Adrenalina • Retail-apparel & accessory stores

THIS CONSENT AND WAIVER AGREEMENT (this “Agreement”), dated as of August 12, 2008 is entered into by and among Adrenalina, a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in both of the Purchase Agreements (as defined below).

CONSENT AND WAIVER
Consent and Waiver • July 2nd, 2004 • Ecost Com Inc • Retail-catalog & mail-order houses • California

THIS CONSENT AND WAIVER (this “Consent”), dated as of June 18th, 2004, is entered into among GE COMMERICAL FINANCE DISTRIBUTION CORPORATION (“Lender”), and PC MALL, INC., a Delaware corporation formerly known as IdeaMall, Inc. (“PC Mall”), PC MALL SALES, INC., a California corporation formerly known as Creative Computers, Inc. (“PC Mall Sales”) ECOST.COM, INC., a Delaware corporation (“ecost”), ELINUX.COM, INC., a Delaware corporation (“eLinux”), CCIT, INC., a Delaware corporation formerly known as Creative Computers Integrated Technologies, Inc. (“CCIT”), WF ACQUISITION SUB, INC., a Delaware corporation (“WF Sub”), COMPUTABILITY LIMITED, a Delaware corporation (“Computability”), AF SERVICES, INC., a Delaware corporation (“AF Services”), PC MALL GOV, INC., a Delaware corporation (“PCMG”), SIFY, INC., a Delaware corporation formerly known as ClubMac, Inc. (“SIFY”), ONSALE, INC., a Delaware corporation (“Onsale”), AV ACQUISITION, INC., a Delaware corporation (“AV Acquisition”), MALL ACQU

LIMITED CONSENT AND WAIVER
Consent and Waiver • March 17th, 2017 • Harvard Bioscience Inc • Laboratory analytical instruments • Massachusetts

This LIMITED CONSENT AND WAIVER (this “Limited Consent”) is dated as of November 1, 2016, and is effective as of October 26, 2016 and is made by and among HARVARD BIOSCIENCE, INC. (the “Borrower”), BANK OF AMERICA N.A., as Administrative Agent (“Agent”) L/C Issuer and Lender, and BROWN BROTHERS HARRIMAN & CO. (“BBH”).

CONSENT AND WAIVER
Consent and Waiver • August 9th, 2004 • Global Industries LTD • Oil & gas field services, nec • New York

This CONSENT AND WAIVER (this "Agreement"), dated as of August 3, 2004 (the "Agreement Effective Date"), is entered into by Global Industries, Ltd., a Louisiana corporation (the "Company"), and Global Offshore Mexico, S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable (together with the Company, the "Borrowers"); the financial institutions parties hereto which are Lenders party to the Credit Agreement described below; and Calyon New York Branch (formerly known as Credit Lyonnais New York Branch), as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

CONSENT AND WAIVER
Consent and Waiver • February 25th, 2021 • Cure Pharmaceutical Holding Corp. • Pharmaceutical preparations

This CONSENT AND WAIVER (this “Waiver”), dated as of February 25, 2021, is entered into by and between CURE Pharmaceutical Holding Corp., a Delaware corporation with offices located at 1620 Beacon Place, Oxnard, California 93033 (the “Company”), and Ionic Ventures, LLC, a California limited liability company with offices located at 3053 Fillmore Street, Suite 256, San Francisco, CA 94123 (the “Investor”).

CONSENT AND WAIVER
Consent and Waiver • July 27th, 2009 • Medialink Worldwide Inc • Communications services, nec

This CONSENT AND WAIVER (“Consent and Waiver”) is made as of this ______ day of July 2009 by and among MEDIALINK WORLDWIDE INCORPORATED, a Delaware Corporation (“Medialink”), The Newsmarket, Inc. a Delaware corporation (“Parent”), and TNM Group Incorporated, a Delaware corporation (“Merger Sub”).

CNSL Letterhead] CONSENT AND WAIVER June 4, 2012
Consent and Waiver • June 5th, 2012 • Surewest Communications • Telephone communications (no radiotelephone)
CONSENT AND WAIVER
Consent and Waiver • December 20th, 2004 • Huneeus Vintners LLC • Beverages • California

Consent and Waiver (this “Consent and Waiver”), dated as of December 17, 2004, from each of Domaines Barons de Rothschild (Lafite) SCA, a French société en commandite par actions (“DBR”), Constellation Brands, Inc., a Delaware corporation (“Constellation”), Huneeus Vintners LLC, a Delaware limited liability company (“Huneeus”), and Triple Wines, Inc., a California corporation (“Triple Wines”), for the benefit of Diageo North America, Inc., a Connecticut corporation (“DNA”), Double Wines, Inc., a California corporation (“Merger Sub”) and The Chalone Wine Group, Ltd. (“Chalone”).

CONSENT AND WAIVER
Consent and Waiver • June 28th, 2016 • Aethlon Medical Inc • Laboratory analytical instruments

This CONSENT AND WAIVER is entered into as of June __, 2016, by and between Aethlon Medical, Inc., a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”), which is one of several investors set forth on the signature pages affixed to that certain Securities Purchase Agreement between the Company and the Investors, dated June 23, 2015, as amended (the “SPA”; all capitalized terms used and not defined herein are used as defined in the SPA).

CONSENT AND WAIVER
Consent and Waiver • June 1st, 2023 • Dollar General Corp • Retail-variety stores

This Consent and Waiver, effective May 1, 2023, is voluntarily made and entered into by John W. Garratt (“Employee”) as set forth below.

CONSENT AND WAIVER
Consent and Waiver • May 15th, 2012 • Cornerstone Therapeutics Inc • Pharmaceutical preparations

This CONSENT AND WAIVER is effective as of March 7, 2012 (“Effective Date”), and is made by and between CORNERSTONE THERAPEUTICS INC., a Delaware corporation, with its principal address located at 1255 Crescent Green Drive, Suite 250, Cary, NC 27518 (“CRTX”), and DEY PHARMA, L.P. d/b/a Mylan Specialty (formerly known as Dey, L.P.), a Delaware limited partnership with its principal address located at 110 Allen Road, 4th Floor, Basking Ridge, New Jersey 07920 (“Dey”), and acknowledged and agreed to by Vansen Pharma Inc., a Quebec corporation, with its principal address located at 1600-3500 boul. De Maisonneuve 0., Westmount (Quebec), Canada, H4Z 3C1 (“Buyer”). Each of CRTX and Dey are referred to herein as a “Party”, or together as “Parties”. Capitalized terms used herein and not otherwise defined will have the meanings given to such terms in the Co-Promotion Agreement (as hereinafter defined).

CONSENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Consent and Waiver • July 1st, 2004 • Galyans Trading Co Inc • Retail-miscellaneous shopping goods stores • New York

CONSENT AND WAIVER, dated as of June 14, 2004, to the Amended and Restated Credit Agreement referred to below (this “Consent”) among DICK’S SPORTING GOODS, INC., a Delaware corporation (“Borrower”), the lenders party hereto (“Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for the Lenders (in such capacity, “Agent”).

FUELCELL ENERGY, INC. CONSENT AND WAIVER
Consent and Waiver • February 21st, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Delaware

THIS CONSENT AND WAIVER (this “Consent”) is made as of February 21, 2019 by and between FuelCell Energy, Inc., a Delaware corporation (the “Company”), and the investor named on the signature page attached hereto (the “Waiving Party”). All capitalized terms used but not defined herein shall have the meanings given to such terms in the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Company, dated August 29, 2018 (the “Series D Certificate of Designations”).

CONSENT AND WAIVER
Consent and Waiver • December 20th, 2004 • Constellation Brands, Inc. • Beverages • California

Consent and Waiver (this “Consent and Waiver”), dated as of December 17, 2004, from each of Domaines Barons de Rothschild (Lafite) SCA, a French société en commandite par actions (“DBR”), Constellation Brands, Inc., a Delaware corporation (“Constellation”), Huneeus Vintners LLC, a Delaware limited liability company (“Huneeus”), and Triple Wines, Inc., a California corporation (“Triple Wines”), for the benefit of Diageo North America, Inc., a Connecticut corporation (“DNA”), Double Wines, Inc., a California corporation (“Merger Sub”) and The Chalone Wine Group, Ltd. (“Chalone”).

AMENDMENT, CONSENT AND WAIVER
Consent and Waiver • July 7th, 2022 • Charge Enterprises, Inc. • Telegraph & other message communications

This AMENDMENT, CONSENT AND WAIVER (this “Consent”) is made and entered into as of June 30, 2022 by and among Charge Enterprises, Inc., a Delaware corporation (the “Company”) and the purchasers signatory to the Purchase Agreements (as defined below) (each a, “Purchaser” and collectively, the “Purchasers”).

CONSENT AND WAIVER
Consent and Waiver • November 17th, 2006 • MEDecision, Inc. • Services-computer programming services

THIS CONSENT AND WAIVER (the “Consent”), dated as of November 14, 2006, is by and between SILICON VALLEY BANK, a California-chartered bank (“Bank”), and MEDECISION, INC., a Pennsylvania corporation, (the “Borrower”).

CONSENT AND WAIVER
Consent and Waiver • August 1st, 2008 • Generex Biotechnology Corp • Pharmaceutical preparations

This Consent and Waiver (this “Agreement”), dated as of July ___, 2008, is entered by and between Generex Biotechnology Corporation, a Delaware corporation (the “Company”), and Smithfield Fiduciary LLC (the “Holder”).

CONSENT AND WAIVER
Consent and Waiver • May 15th, 2014 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin

This Consent and Waiver (this “Consent”) is made as of May 12, 2014 and is by and between TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Borrower”), and BMO HARRIS BANK N.A., successor-by-merger to M&I Marshall & Ilsley Bank ("BMO").

CONSENT AND WAIVER
Consent and Waiver • April 6th, 2017 • Siebert Financial Corp • Security brokers, dealers & flotation companies • New York

This CONSENT AND WAIVER (this “Agreement”) is entered into as of December 16, 2016, by and among Siebert Cisneros Shank Financial, LLC (“SCSF”)(f/k/a Siebert Brandford Shank Financial, LLC), Siebert Cisneros Shank & Co., L.L.C. (“SCS”)(f/k/a Siebert Brandford Shank & Co., L.L.C.), and Siebert Financial Corp., a New York corporation (“SFC”).

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THIRD AMENDMENT, CONSENT AND WAIVER
Consent and Waiver • August 8th, 2023 • SeaStar Medical Holding Corp • Surgical & medical instruments & apparatus

THIS THIRD AMENDMENT, CONSENT AND WAIVER AGREEMENT (this “Agreement”), dated as of August 7, 2023, is by and between SeaStar Medical Holding Corporation, a Delaware corporation (the “Company”), SeaStar Medical, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SeaStar Medical”), and LM Funding America, Inc. (“LM Funding”). Capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement (defined below).

CONSENT AND WAIVER
Consent and Waiver • November 10th, 2004 • Smart & Final Inc/De • Wholesale-groceries & related products • California

This Consent and Waiver dated as of May 1, 2004 (this “Consent”) is among the Persons that have executed this Consent (the “Parties”). Capitalized terms used, but not defined, in this Consent are used as defined in the Lease Agreement, dated as of November 30, 2001 (the “Lease”), between Wells Fargo Bank Northwest, National Association, as Owner Trustee under S&F Trust 1998-1, as lessor, and Smart & Final Inc., as lessee, as modified by (i) Waiver and Amendment Agreement No. 1, dated as of June 4, 2002, (ii) Waiver and Amendment Agreement No. 2, dated as of February 14, 2003, (iii) Amendment Agreement No. 3, dated as of June 1, 2003, (iv) Waiver and Amendment Agreement, No. 4, dated as of July 11, 2003, (v) Consent, Waiver, Collateral Release and Amendment Agreement No. 5A, dated as of September 3, 2003, (vi) First Supplement to Consent, Waiver, Collateral Release and Amendment Agreement No. 5A, dated as of September 5, 2003, (vii) Consent, Waiver and Amendment Agreement No. 5B, dated

CONSENT AND WAIVER
Consent and Waiver • November 12th, 2008 • MDwerks, Inc. • Services-business services, nec

This CONSENT AND WAIVER (this “Consent and Waiver”) is dated as of November 6, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Consenting Holder”), a series of the Vicis Capital Master Trust, a trust formed under the laws of the Cayman Islands.

UNANIMOUS CONSENT AND WAIVER
Consent and Waiver • November 12th, 2009 • Sprint Nextel Corp • Telephone communications (no radiotelephone)

THIS UNANIMOUS CONSENT AND WAIVER (this “Unanimous Consent and Waiver”) to and of certain provisions of that certain Equityholders’ Agreement dated as of November 28, 2008 (the “Agreement”), and of that certain Amended and Restated Operating Agreement of Clearwire Communications LLC dated as of November 28, 2008 (the “Clearwire LLC Agreement”), is entered into as of November 9, 2009 (the “Effective Date”), by and among CLEARWIRE CORPORATION, a Delaware corporation (the “Company”), CLEARWIRE COMMUNICATIONS LLC, a Delaware limited liability company (“Clearwire LLC”), SPRINT HOLDCO, LLC, a Delaware limited liability company (“Sprint”), EAGLE RIVER HOLDINGS, LLC, a Washington limited liability company (“Eagle River”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008A, a Delaware corporation (“Intel A”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008B, a Delaware corporation (“Intel B”), INTEL CAPITAL WIRELESS INVESTMENT CORPORATION 2008C, a Delaware corporation (“Intel C”), INTEL CAP

Contract
Consent and Waiver • May 8th, 2007 • Newpark Resources Inc • Oil & gas field machinery & equipment • New York

CONSENT AND WAIVER, dated as of April 26, 2007 (this “Consent”), with respect to the Credit Agreement, dated as of August 18, 2006 (the “Credit Agreement”), by and among Newpark Resources, Inc. (the “Borrower”), the other Loan Parties, the Lenders, Wilmington Trust Company, as the Collateral Agent, and JPMorgan Chase Bank, N.A., as the Administrative Agent.

CONSENT AND WAIVER
Consent and Waiver • April 19th, 2010 • General Moly, Inc • Metal mining

THIS CONSENT AND WAIVER (this “Consent”) is made and entered into as of the 16th day of April, 2010, by and between General Moly, Inc., a Delaware corporation (the “Company”), and ArcelorMittal S.A. (“ArcelorMittal”).

Consent and Waiver
Consent and Waiver • September 21st, 2010 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses

This Consent and Waiver, dated as of September 17, 2010, is entered into by U.S. Bank National Association (“U.S. Bank”), U.S. Bancorp Equipment Finance, Inc. — Technology Finance Group (“USB Equipment Finance”), and Overstock.com, Inc., a Delaware corporation (“Overstock”).

FORM OF CONSENT AND WAIVER
Consent and Waiver • November 30th, 2006 • Carrols Restaurant Group, Inc. • Retail-eating places

Reference is hereby made to that certain Loan Agreement (as amended, the “Loan Agreement”) dated as of December 15, 2004 executed by and among CARROLS CORPORATION, a Delaware corporation (the “Borrower”); each of the lenders which is or may from time to time become a party to the Loan Agreement, and JPMORGAN CHASE BANK, N.A., acting as Administrative Agent (“Agent”). Carrols Holdings currently intends to issue and sell, and certain stockholders of Carrols Holdings intend to sell, shares of stock of Carrols Holdings to the public pursuant to the draft Form S-1 Registration Statement (Registration No. 333-137524) provided to the Agent prior to the date hereof. The date of the closing of such transaction is herein called the “IPO Date”.

Contract
Consent and Waiver • March 24th, 2010 • Perseus Partners Vii L P • Electromedical & electrotherapeutic apparatus

Amendment No. 2, Consent and Waiver, dated as of March 18, 2010 (this “Amendment”) to the Securities Purchase Agreement referred to below by and between PhotoMedex, Inc., a Delaware corporation (the “Company”), and Perseus Partners VII, L.P., a Delaware limited partnership (the “Purchaser”).

CONSENT AND WAIVER
Consent and Waiver • November 7th, 2019 • El Paso Electric Co /Tx/ • Electric services • New York

This CONSENT AND WAIVER, dated as of August 9, 2019 (this “Consent and Waiver”), is granted in connection with the Third Amended and Restated Credit Agreement, dated as of September 13, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among El Paso Electric Company, a Texas corporation (“El Paso”), The Bank of New York Mellon Trust Company, N.A., a national banking association with trust powers, not in its individual capacity, but solely in its capacity as successor trustee of the Rio Grande Resources Trust II (in such capacity, including any successor thereto, the “Trustee”; each of El Paso and the Trustee is referred to individually herein as a “Borrower” and collectively as the “Borrowers”), the Lenders named therein and from time to time party thereto, the Issuing Banks named therein and from time to time party thereto, MUFG Union Bank, N.A., as administrative agent (in such capacity, including any successor ther

AMENDMENT, CONSENT AND WAIVER
Consent and Waiver • April 2nd, 2008 • MDwerks, Inc. • Services-business services, nec • New York

This AMENDMENT, CONSENT AND WAIVER (this “Amendment, Consent and Waiver”) is dated as of March 31, 2008, by and between MDWERKS, INC., a Delaware corporation (the “Company”), and GOTTBETTER CAPITAL MASTER, LTD. (IN LIQUIDATION), a Cayman Islands company (the “Consenting Holder”).

CONSENT AND WAIVER
Consent and Waiver • January 21st, 2009 • Nanogen Inc • Laboratory analytical instruments

Consent and Waiver (this “Consent and Waiver”) dated as of January 16, 2009, by and between Nanogen, Inc., a Delaware corporation (the “Company”), Financière Elitech SAS, a société par actions simplifiée incorporated under the laws of France and registered with the Clerk of the Commercial Court of Nanterre under the number 481 676 062 (“Elitech”), and the shareholders of Elitech, as listed on the signature pages hereto (the “Sellers”).

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