Waiver Sample Contracts

Waiver and Acknowledgment (September 7th, 2018)

This WAIVER AND ACKNOWLEDGMENT (this "Waiver") is entered into on June 25, 2018 by and between HRB Professional Resources LLC (the "Company"), H&R Block, Inc., a Missouri corporation and the indirect parent corporation of the Company ("Block"), and Jeffrey J. Jones II, the President and Chief Executive Officer of Block ("Executive").

Yuma Delaware Merger Subsidiary, Inc. – Limited Waiver (September 5th, 2018)

THIS LIMITED WAIVER (this "Waiver") dated as of August 30, 2018, among YUMA ENERGY, INC., a Delaware corporation ("Yuma Energy"), YUMA EXPLORATION AND PRODUCTION COMPANY, INC., a Delaware corporation, PYRAMID OIL LLC, a California limited liability company, and DAVIS PETROLEUM CORP., a Delaware corporation ("Davis", and together with Yuma Energy, Yuma Exploration and Production Company, Inc., and Pyramid Oil LLC, the "Borrowers", and each a "Borrower"), the Guarantors existing on the date hereof, the undersigned Lenders party to the Credit Agreement (the "Lenders") and SOCIETE GENERALE, in its capacity as Administrative Agent (the "Administrative Agent").

Tiziana Life Sciences plc – Page PARTIES RECITALS Section 1. Certain Definitions 1 (A) ADR Register 1 (B) ADRs; Direct Registration ADRs 1 (C) ADS 1 (D) Custodian 1 (E) Deliver, Execute, Issue Et Al. 2 (F) Delivery Order 2 (G) Deposited Securities 2 (H) Direct Registration System 2 (I) Holder 2 (J) Securities Act of 1933 2 (K) Securities Exchange Act of 1934 2 (L) Shares 2 (M) Transfer Office 3 (N) Withdrawal Order 3 Section 2. Form of ADRs 3 Section 3. Deposit of Shares 3 Section 4. Issue of ADRs 4 Section 5. Distributions on Deposited Securities 5 Section 6. Withdrawal of Deposited Securities 5 Section 7. Substitution (August 23rd, 2018)

DEPOSIT AGREEMENT dated as of [DATE] , 2018 (the "Deposit Agreement") among TIZIANA LIFE SCIENCES PLC and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:

Consent and Waiver (August 17th, 2018)

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 (August 13th, 2018)

THIS CONSENT AND WAIVER (this "Consent"), is entered into as of August 10, 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").

Waiver of Portion of 2018 Automatic Grant (August 9th, 2018)

This Waiver of Portion of 2018 Automatic Grant (this "Waiver") is hereby executed effective as of the date set forth below (the "Effective Date") by the undersigned (the "Outside Director"), as outside director of Fossil Group, Inc. (the "Company"), on behalf of the Outside Director, the Outside Director's heirs, estate, successors and assigns for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged.

Baldwin & Lyons – Severance Pay, Release and Waiver of Rights (August 8th, 2018)
Limited Waiver No. 1 (July 26th, 2018)

LIMITED WAIVER (this "Waiver"), dated as of June 22, 2018, to that certain Credit Agreement, dated as of December 19, 2014 (as amended, the "Credit Agreement"; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Praxair, Inc., a Delaware corporation (the "Company"), the Eligible Subsidiaries party thereto from time to time, the lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent.

Seitel – July 23, 2018 via Hand Delivery Re: Severance Payout and Waiver Dear Rob: (July 26th, 2018)

As you know, on July 17, 2018, Centerbridge Capital Partners II, L.P., a Delaware limited partnership, and Centerbridge Capital Partners SBS II, L.P., a Delaware limited partnership, acquired all of the interests of Seitel Holdings, Inc., the parent company of Seitel, Inc. (the "Company"), then held by ValueAct Capital Master Fund, L.P. (such acquisition, the "Transaction"). The Transaction constituted a Change in Control (as defined in that certain Employment Agreement dated January 30, 2007, by and between you and the Company (the "Employment Agreement")). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Employment Agreement.

Consent and Waiver (July 17th, 2018)

THIS CONSENT AND WAIVER (this "Consent"), is entered into as of July 12, 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").

Aralez Pharmaceuticals Inc. – June 29, 2018 Aralez Pharmaceuticals Inc. 7100 West Credit Avenue Suite 101 Mississauga, Ontario L5N 0E4 Re: Waiver and Limited Consent Ladies and Gentlemen: (June 29th, 2018)

Reference is hereby made to that certain Second Amended and Restated Facility Agreement dated as of December 7, 2015 (as the same has been and may hereinafter be amended, modified, restated or otherwise supplemented from time to time, including, but not limited to, by the Waiver and Limited Consent between the Lenders and the Credit Parties, dated as of April 29, 2016, the Limited Consent between the Lenders and the Credit Parties, dated as of September 6, 2016, the Amendment to Second Amended and Restated Facility Agreement between the Lenders and the Credit Parties, dated as of October 3, 2016, and the Waiver and Limited Consent between the Lenders and the Credit Parties, dated as of December 20, 2017, the Facility Agreement), by and among Aralez Pharmaceuticals Inc. (Aralez), POZEN Inc. (Pozen), Aralez Pharmaceuticals Canada Inc. (formerly known as Tribute Pharmaceuticals Canada Inc.) (Aralez Canada and, collectively with Aralez and Pozen, the Credit Parties) and Deerfield Private D

Synergy Pharmaceuticals Inc. – Waiver No. 2 (June 13th, 2018)

THIS WAIVER (this Agreement), dated as of June 12, 2018, is made among Synergy Pharmaceuticals Inc., a Delaware corporation (Borrower), the Subsidiary Guarantors as from time to time party hereto, the Lenders listed on the signature pages hereof under the heading LENDERS (each a Lender and, collectively, the Lenders), and CRG Servicing LLC, a Delaware limited liability company (CRG Servicing), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, Agent).

Waiver and Acknowledgment (June 12th, 2018)

This WAIVER AND ACKNOWLEDGMENT (this Waiver) is entered into on June 11, 2018 by and between Forward Air Corporation, a Tennessee corporation (the Company), and Bruce A. Campbell, the President and Chief Executive Officer of the Company (the Executive).

RenaissanceRe Holdings Ltd. – WAIVER May 11, 2018 (May 16th, 2018)

Reference is made to the Amended and Restated Bye-laws of RenaissanceRe Holdings Ltd. (the Bye-laws). Defined terms not otherwise defined herein shall have the meanings ascribed to them in the Bye-laws.

Five Star Quality Care, Inc. – Limited Waiver (May 15th, 2018)

Reference is made to the Amended and Restated Credit Agreement dated as of February 24, 2017 (the "Credit Agreement"), by and among Five Star Senior Living Inc. (f/k/a Five Star Quality Care, Inc.) (the "Borrower"), the subsidiaries of the Borrower listed therein as guarantors, Citibank, N.A., in its capacity as administrative agent (the "Administrative Agent" or "you") and collateral agent, the financial institutions identified therein as lender parties (the "Lender Parties") and RBC Capital Markets, as syndication agent, with Citigroup Global Markets Inc. and RBC Capital Markets as joint lead arrangers and joint book running managers. Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Credit Agreement.

PAR Technology Corporation – Waiver (May 10th, 2018)

This Waiver, dated as of May 8, 2018 ("Waiver"), is by and among PAR TECHNOLOGY CORPORATION (the "Borrower"), and PARTECH, INC. ("Partech"), PAR GOVERNMENT SYSTEMS CORPORATION ("PAR Government"), ROME RESEARCH CORPORATION ("Rome Research"), AUSABLE SOLUTIONS, INC. ("Ausable"), and BRINK SOFTWARE, INC. ("Brink", and together with the Borrower, Partech, PAR Government, Rome Research, and Ausable, the "Loan Parties"), and JPMORGAN CHASE BANK, N.A. ("Lender").

Stellus Capital Investment Corp – Consent and Waiver (May 8th, 2018)

THIS CONSENT AND WAIVER, dated effective as of March 28, 2018 (this "Consent"), is among STELLUS CAPITAL INVESTMENT CORPORATION, a Maryland corporation (the "Borrower"), ZB, N.A. dba Amegy Bank, as Administrative Agent (in such capacity, the "Administrative Agent"), and the Lenders party hereto. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Article I.

General Maritime Corp – Re: Waiver Request (May 3rd, 2018)

We refer to the facility agreement, dated as of August 31, 2015 (as amended by Amendment No. 1, dated as of October 20, 2016, Amendment No.2, dated as of March 24, 2017 and Amendment No.3, dated as of June 1, 2017, and as the same may be further amended or supplemented from time to time, the Facility Agreement), among (i) Gener8 Maritime Subsidiary VIII Inc., as Borrower, (ii) the companies listed therein as joint and several Owner Guarantors and Hedge Guarantors, (iii) Gener8 Maritime Subsidiary V Inc., as Shareholder, (iv) Gener8 Maritime, Inc., as Parent Guarantor, (v) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Global Co-ordinators, (vi) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Bookrunners, (vii) ABN AMRO Capital USA LLC, DNB Markets, Inc., DVB Bank SE and Skandinaviska Enskilda Banken AB as Commercial Tranche Bookrunners (viii) Citibank, N.A., Nordea Bank Finland Plc, New York Branch, ABN AMRO Capital USA LLC, Banco Bilbao Vizcaya Argentin

General Maritime Corp – Re: Waiver Request (May 3rd, 2018)

We refer to the facility agreement, dated as of August 31, 2015 (as amended by Amendment No. 1, dated as of October 20, 2016, Amendment No.2, dated as of March 24, 2017 and Amendment No.3, dated as of June 1, 2017, and as the same may be further amended or supplemented from time to time, the Facility Agreement), among (i) Gener8 Maritime Subsidiary VIII Inc., as Borrower, (ii) the companies listed therein as joint and several Owner Guarantors and Hedge Guarantors, (iii) Gener8 Maritime Subsidiary V Inc., as Shareholder, (iv) Gener8 Maritime, Inc., as Parent Guarantor, (v) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Global Co-ordinators, (vi) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Bookrunners, (vii) ABN AMRO Capital USA LLC, DNB Markets, Inc., DVB Bank SE and Skandinaviska Enskilda Banken AB as Commercial Tranche Bookrunners (viii) Citibank, N.A., Nordea Bank Finland Plc, New York Branch, ABN AMRO Capital USA LLC, Banco Bilbao Vizcaya Argentin

General Maritime Corp – Re: Waiver Request (May 3rd, 2018)

We refer to the facility agreement, dated November 30, 2015 (as supplemented by a Supplemental Agreement dated December 28, 2015, as amended and restated by an Amending and Restating Deed dated June 29, 2016 and as supplemented by a Supplemental Agreement dated November 8, 2017 and as the same may be further amended or supplemented from time to time, the Facility Agreement), among (i) Gener8 Maritime Subsidiary VII Inc., as Borrower, (ii) the companies listed therein as joint and several Owner Guarantors and Hedge Guarantors, (iii) Gener8 Maritime, Inc. as Parent Guarantor, (iv) Citibank, N.A. and Nordea Bank AB (publ), New York Branch as Global Co-ordinators, (v) Citibank, N.A. as Bookrunner, (vi) Citibank, N.A., The Export-Import Bank of China and Bank of China, New York Branch, as Mandated Lead Arrangers, (vii) the banks and financial institutions listed therein as Original Lenders, (viii) the banks and financial institutions listed therein as Hedge Counterparties, (ix) Citibank, N

General Maritime Corp – Re: Waiver Request (May 3rd, 2018)

We refer to the $581,000,000 Credit Agreement, dated as of September 3, 2015 (as amended by Amendment No. 1, dated as of December 15, 2016, and as the same may be further amended, restated, supplemented and/or modified from time to time, the Credit Agreement), among Gener8 Maritime Subsidiary II Inc., as borrower, Gener8 Maritime, Inc., as parent (Gener8 Maritime), the lenders party thereto from time to time and Nordea Bank AB (publ), New York Branch, as facility agent for the lenders (the Facility Agent). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Credit Agreement.

General Maritime Corp – Re: Waiver Request (May 3rd, 2018)

We refer to the $581,000,000 Credit Agreement, dated as of September 3, 2015 (as amended by Amendment No. 1, dated as of December 15, 2016, and as the same may be further amended, restated, supplemented and/or modified from time to time, the Credit Agreement), among Gener8 Maritime Subsidiary II Inc., as borrower, Gener8 Maritime, Inc., as parent (Gener8 Maritime), the lenders party thereto from time to time and Nordea Bank AB (publ), New York Branch, as facility agent for the lenders (the Facility Agent). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Credit Agreement.

General Maritime Corp – Re: Waiver Request (May 3rd, 2018)

We refer to the facility agreement, dated November 30, 2015 (as supplemented by a Supplemental Agreement dated December 28, 2015, as amended and restated by an Amending and Restating Deed dated June 29, 2016 and as supplemented by a Supplemental Agreement dated November 8, 2017 and as the same may be further amended or supplemented from time to time, the Facility Agreement), among (i) Gener8 Maritime Subsidiary VII Inc., as Borrower, (ii) the companies listed therein as joint and several Owner Guarantors and Hedge Guarantors, (iii) Gener8 Maritime, Inc. as Parent Guarantor, (iv) Citibank, N.A. and Nordea Bank AB (publ), New York Branch as Global Co-ordinators, (v) Citibank, N.A. as Bookrunner, (vi) Citibank, N.A., The Export-Import Bank of China and Bank of China, New York Branch, as Mandated Lead Arrangers, (vii) the banks and financial institutions listed therein as Original Lenders, (viii) the banks and financial institutions listed therein as Hedge Counterparties, (ix) Citibank, N

A.P. Pharma, Inc. – Waiver (April 3rd, 2018)

This WAIVER (this Waiver) is made and entered into as of March 28, 2018, by and between Tang Capital Partners, LP, a Delaware limited partnership (TCP), and Heron Therapeutics, Inc., a Delaware corporation formerly known as A.P. Pharma, Inc. (Heron), with respect to the Securities Purchase Agreement, dated April 24, 2011 (the SPA), by and among Heron, TCP, Baker Bros. Investments II, L.P., a Delaware limited partnership (BBI), Baker Brothers Life Sciences, L.P., a Delaware limited partnership (BBLS), and 14159, L.P., a Delaware limited partnership (together with TCP, BBI and BBLS, the Purchasers).

Greater Cannabis Company, Inc. – Waiver (April 2nd, 2018)

This Waiver ("Waiver") dated as of January 9, 2018 is entered into by and between The Greater Cannabis Company, Inc., a Florida corporation (the "Company") Emet Capital Partners LLC (the "Holder").

Auris Medical AG – Consent and Waiver (March 22nd, 2018)

This Consent and Waiver (this "Consent"), dated as of March 8, 2018 (the "Effective Date"), is entered into by and among (a) AURIS MEDICAL HOLDING AG, a company organized under the laws of Switzerland ("Borrower"), (b) the several banks and other financial institutions or entities party hereto as a lender (collectively, referred to as "Lender"), and (c) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and Lender (in such capacity, the "Agent"). To the extent not otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to them in the Loan Agreement (as defined below).

PAR Technology Corporation – Waiver (March 16th, 2018)

This Waiver, dated as of March 14, 2018 ("Waiver"), is by and among PAR TECHNOLOGY CORPORATION (the "Borrower"), and PARTECH, INC. ("Partech"), PAR GOVERNMENT SYSTEMS CORPORATION ("PAR Government"), ROME RESEARCH CORPORATION ("Rome Research"), AUSABLE SOLUTIONS, INC. ("Ausable"), and BRINK SOFTWARE, INC. ("Brink", and together with the Borrower, Partech, PAR Government, Rome Research, and Ausable, the "Loan Parties"), and JPMORGAN CHASE BANK, N.A. ("Lender").

Royale Energy, Inc. – Joint Waiver of Closing Conditions (March 9th, 2018)

This Joint Waiver of Closing Conditions is made as of this 28th day of February, 2018 (the "Closing Date"), and entered into by Matrix Oil Management Corporation, a California corporation ("Matrix"), on behalf of itself and as general partner of Matrix Investments, L.P., a California limited partnership ("Matrix Investments"), Matrix Permian Investments, LP, a Texas limited partnership ("Matrix Permian"), MATRIX LAS CIENEGAS LIMITED PARTNERSHIP, a California limited partnership ("Matrix Las Cienegas") MATRIX OIL CORPORATION, a California corporation ("Matrix Operator") all of the holders of preferred limited partnership interests of Matrix Investments (the "Holders" and together with Matrix, Matrix Investments, Matrix Permian, Matrix Las Cienegas, and Matrix Operator, the "Matrix Parties" and each a "Matrix Party", in reference to the applicable agreement), Royale Energy, Inc., a California corporation ("Royale") and Royale Energy Holdings, Inc., a Delaware corporation ("Parent", and t

Northwest Bancshares – Acknowledgement and Waiver William W. Harvey, Jr. (March 1st, 2018)

This Acknowledgment and Waiver, dated as of December 21, 2017, relates to the Employment Agreement by and between Northwest Bank ("Bank") and Northwest Bancshares, Inc., ("Company") and William J. Harvey, Jr. ("Executive") dated March 4, 2015 ("Agreement").

Northwest Bancshares – Acknowledgement and Waiver William J. Wagner (March 1st, 2018)

This Acknowledgment and Waiver, dated as of December 21, 2017, relates to the Employment Agreement by and between Northwest Bank ("Bank") and Northwest Bancshares, Inc., ("Company") and William J. Wagner ("Executive") dated March 4, 2015 ("Agreement").

Northwest Bancshares – Acknowledgement and Waiver Steven G. Fisher (March 1st, 2018)

This Acknowledgment and Waiver, dated as of December 21, 2017, relates to the Employment Agreement by and between Northwest Bank ("Bank") and Northwest Bancshares, Inc., ("Company") and Steven G. Fisher ("Executive") dated March 4, 2015 ("Agreement").

Arc Wireless Solutions, Inc. – WAIVER February 9, 2018 (February 9th, 2018)

We refer to the Second Amended and Restated Credit Agreement (as amended, restated, amended and restated and otherwise modified from time to time, the "Credit Agreement"), dated as of September 29, 2016, among ARC Group Worldwide, Inc., a Utah corporation (the "Parent"), each of the Borrowers party thereto (collectively, the "Borrowers" and, each a "Borrower"), the Lenders from time to time party thereto and Citizens Bank, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Credit Agreement.

BioAmber Inc. – Waiver (February 5th, 2018)

WHEREAS pursuant to a loan agreement dated as of June 20, 2014, as amended by a waiver and first amending agreement dated May 12, 2015, a waiver, consent and second amending agreement dated August 9, 2016, a waiver and third amending agreement dated September 26, 2017, and a waiver and fourth amending agreement dated January 25, 2018 (the WFAA), among the parties hereto, the Secured Parties agreed to make certain credit facilities available to the Borrower for the purposes set forth therein on and subject to the terms and conditions set forth therein (collectively, the Loan Agreement);

Everest Re Group, Ltd. – Waiver (December 4th, 2017)

Reference is made to the Bye-laws of Everest Re Group, Ltd. (the "Bye-laws"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Bye-laws.

RE/MAX Holdings, Inc. – Consent and Waiver (November 15th, 2017)

CONSENT AND WAIVER, dated as of November 14, 2017 (this Consent), with respect to the Amended and Restated Credit Agreement, dated as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement) among RMCO, LLC (Holdings), RE/MAX, LLC (the Borrower), the several banks and other financial institutions or entities from time to time parties thereto (the Lenders) and JPMORGAN CHASE BANK, N.A., as administrative agent (the Administrative Agent).