Waiver Sample Contracts

Waiver (November 21st, 2018)

Reference is hereby made to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 24, 2018, by and among Sonic Corp. (the "Company"), Inspire Brands, Inc. ("Parent") and SSK Merger Sub, Inc. ("Merger Sub"). Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement.

Waiver (November 15th, 2018)
Denali Holding Inc. – Waiver (November 15th, 2018)
Denali Holding Inc. – Waiver (November 15th, 2018)
Toughbuilt Industries, Inc – Amendment, Consent and Waiver (October 22nd, 2018)

This AMENDMENT, CONSENT AND WAIVER is entered into as of October __, 2018, by and between ToughBuilt Industries, Inc., a Nevada corporation (the "Company") and the undersigned investor (the "Investor"), which is one of two investors which are the holders of $6,300,210.00 in aggregate principal amount Amended and Restated 10% Original Issue Discount Senior Convertible Debenture, due September 1, 2018, as amended (the "Debenture"), issued by the Company to the Investor. All capitalized terms used and not defined herein are used as defined in the Debenture and the Securities Purchase Agreement ("Purchase Agreement"), dated as of October 17, 2016, pursuant to which the Debentures were issued, both as amended from time to time.

ReWalk Robotics Ltd. – WAIVER (This "Waiver") Dated September 3, 2018 Pursuant To: (October 15th, 2018)
SmooFi, Inc. – Waiver of Conditions to Closing (October 9th, 2018)

WHEREAS, On August 9, 2018, the Board of Directors of Gulf West Security Network, Inc., fka NuLife Sciences, Inc. (the "Company") approved the merger (the "Merger"), through its wholly-owned subsidiary NuLife Acquisition Corp. ("NuLife Sub"), and that certain Agreement of Merger and Plan of Reorganization (the "Merger Agreement") wherein NuLife Sub will merge with and into LJR Security Services, Inc. ("LJR") (collectively, the "Parties"), to become effective at such time as the Articles of Merger have been filed with the Secretary of State of the State of Louisiana (the "Effective Time"), and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement.

Page ARTICLE v Affirmative Covenants 49 SECTION 5.01 Financial Statements and Other Information 49 SECTION 5.02 Certificates; Other Information 50 SECTION 5.03 Payment of Taxes 51 SECTION 5.04 Conduct of Business 51 SECTION 5.05 Maintenance of Property; Insurance 51 SECTION 5.06 Inspection of Property; Books and Records; Discussions 51 SECTION 5.07 Notices 51 SECTION 5.08 Use of Proceeds and Letters of Credit 51 SECTION 5.09 Debt Rating 52 ARTICLE VI Negative Covenants 52 SECTION 6.01 Fundamental Changes 52 SECTION 6.02 Financial Covenants 52 ARTICLE VII Events of Default 53 SECTION 7.01 Event (October 3rd, 2018)
Retention and Waiver Summary of Material Terms (September 25th, 2018)

The following term sheet sets forth the material terms for Paul Bascobert (the "Executive"), the President of XO Group Inc. (the "Company"), with respect to continued employment following the closing of the acquisition of the Company by Wedding Wire, Inc. (the "Transaction", and the date thereof, the "Closing Date") contemplated under that certain Agreement and Plan of Merger to be entered into between the Company and Wedding Wire, Inc. (the "Merger Agreement"). Reference is made to that certain employment agreement between Executive and the Company dated September 5, 2016, as the same may be amended by the parties thereto (including as permitted under the Merger Agreement) (the "Employment Agreement") and those options to purchase shares of common stock of the Company and restricted common stock of the Company granted to the Executive under the applicable Company Stock Incentive Plan in accordance with the resolutions of the compensation committee of the Board of Directors of the Com

Retention and Waiver Summary of Material Terms (September 25th, 2018)

The following term sheet sets forth the material terms for Gillian Munson (the "Executive"), the Chief Financial Officer of XO Group Inc. (the "Company"), with respect to continued employment following the closing of the acquisition of the Company by Wedding Wire, Inc. (the "Transaction", and the date thereof, the "Closing Date") contemplated under that certain Agreement and Plan of Merger to be entered into between the Company and Wedding Wire, Inc. (the "Merger Agreement"). Reference is made to that certain employment agreement between Executive and the Company dated November 12, 2013, as amended April 17, 2014, as the same may be amended by the parties thereto (including as permitted under the Merger Agreement) (the "Employment Agreement") and those options to purchase shares of common stock of the Company and restricted common stock of the Company granted to the Executive under the applicable Company Stock Incentive Plan in accordance with the resolutions of the compensation commit

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 (September 25th, 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:

Retention and Waiver Summary of Material Terms (September 25th, 2018)

The following term sheet sets forth the material terms for Paul Bascobert (the "Executive"), the President of XO Group Inc. (the "Company"), with respect to continued employment following the closing of the acquisition of the Company by Wedding Wire, Inc. (the "Transaction", and the date thereof, the "Closing Date") contemplated under that certain Agreement and Plan of Merger to be entered into between the Company and Wedding Wire, Inc. (the "Merger Agreement"). Reference is made to that certain employment agreement between Executive and the Company dated September 5, 2016, as the same may be amended by the parties thereto (including as permitted under the Merger Agreement) (the "Employment Agreement") and those options to purchase shares of common stock of the Company and restricted common stock of the Company granted to the Executive under the applicable Company Stock Incentive Plan in accordance with the resolutions of the compensation committee of the Board of Directors of the Com

Retention and Waiver Summary of Material Terms (September 25th, 2018)

The following term sheet sets forth the material terms for Gillian Munson (the "Executive"), the Chief Financial Officer of XO Group Inc. (the "Company"), with respect to continued employment following the closing of the acquisition of the Company by Wedding Wire, Inc. (the "Transaction", and the date thereof, the "Closing Date") contemplated under that certain Agreement and Plan of Merger to be entered into between the Company and Wedding Wire, Inc. (the "Merger Agreement"). Reference is made to that certain employment agreement between Executive and the Company dated November 12, 2013, as amended April 17, 2014, as the same may be amended by the parties thereto (including as permitted under the Merger Agreement) (the "Employment Agreement") and those options to purchase shares of common stock of the Company and restricted common stock of the Company granted to the Executive under the applicable Company Stock Incentive Plan in accordance with the resolutions of the compensation commit

Retention and Waiver Summary of Material Terms (September 25th, 2018)

The following term sheet sets forth the material terms for Michael Steib (the "Executive"), the Chief Executive Officer of XO Group Inc. (the "Company"), with respect to continued employment following the closing of the acquisition of the Company by Wedding Wire, Inc. (the "Transaction", and the date thereof, the "Closing Date") contemplated under that certain Agreement and Plan of Merger to be entered into between the Company and Wedding Wire, Inc. (the "Merger Agreement"). Reference is made to that certain employment agreement between Executive and the Company dated June 28, 2013, as amended April 17, 2014, as the same may be amended by the parties thereto (including as permitted under the Merger Agreement) (the "Employment Agreement") and those options to purchase shares of common stock of the Company and restricted common stock of the Company granted to the Executive under the applicable Company Stock Incentive Plan in accordance with the resolutions of the compensation committee o

Retention and Waiver Summary of Material Terms (September 25th, 2018)

The following term sheet sets forth the material terms for Michael Steib (the "Executive"), the Chief Executive Officer of XO Group Inc. (the "Company"), with respect to continued employment following the closing of the acquisition of the Company by Wedding Wire, Inc. (the "Transaction", and the date thereof, the "Closing Date") contemplated under that certain Agreement and Plan of Merger to be entered into between the Company and Wedding Wire, Inc. (the "Merger Agreement"). Reference is made to that certain employment agreement between Executive and the Company dated June 28, 2013, as amended April 17, 2014, as the same may be amended by the parties thereto (including as permitted under the Merger Agreement) (the "Employment Agreement") and those options to purchase shares of common stock of the Company and restricted common stock of the Company granted to the Executive under the applicable Company Stock Incentive Plan in accordance with the resolutions of the compensation committee o

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