Waiver Sample Contracts

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).

Bacterin Intl Hldgs – Waiver (November 14th, 2017)

This WAIVER (this "Waiver") is made and entered into as of November 14, 2017 by and among Bacterin International, Inc., a Nevada corporation (the "Borrower"), ROS acquisition offshore lp, a Cayman Islands Exempted Limited Partnership ("ROS"), ORBIMED ROYALTY OPPORTUNITIES II, LP, a Delaware limited partnership ("Royalty Opportunities"), and, in their capacity as Guarantors under the Credit Agreement (as defined below), XTANT MEDICAL HOLDINGS, INC., a Delaware corporation ("Holdings"), X-SPINE SYSTEMS, INC., an Ohio corporation ("X-Spine" or the "Additional Delayed Draw Borrower" and, together with the Borrower, the "Borrowers") and XTANT MEDICAL, INC., a Delaware corporation ("Xtant" and, along with Holdings and X-Spine, collectively, the "Guarantors").

ALLSTATE LIFE INSURANCE COMPANY (Herein Called "We" or "Us") Amendatory Endorsement for Waiver of Charges (November 3rd, 2017)

The benefits provided by this endorsement do not impact any tax liabilities or IRS penalties incurred as a result of a withdrawal. You are responsible for all such liabilities and penalties.

ALLSTATE LIFE INSURANCE COMPANY (Herein Called "We" or "Us") Amendatory Endorsement for Waiver of Charges (November 3rd, 2017)

The benefits provided by this endorsement do not impact any tax liabilities or IRS penalties incurred as a result of a withdrawal. You are responsible for all such liabilities and penalties.

Ener-Core Inc. – Waiver (November 2nd, 2017)

This WAIVER (the "Waiver"), dated as of November 1, 2017, is made by the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the November 2016 SPA (as defined below), as applicable.

Ener-Core Inc. – Waiver (November 2nd, 2017)

This WAIVER (the "Waiver"), dated as of November 1, 2017, is made by the investor listed on the signature page attached hereto (the "Holder"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the November 2016 SPA (as defined below), as applicable.

Helios & Matheson North America Inc. – Waiver (October 11th, 2017)

This Waiver (this "Waiver") is entered into as of the 4th day of October, 2017, by and between Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company") and the investor signatory hereto (the "Holder"), with reference to the following facts:

ALLSTATE LIFE INSURANCE COMPANY (Herein Called "We" or "Us") Amendatory Endorsement for Waiver of Charges (October 5th, 2017)

The benefits provided by this endorsement do not impact any tax liabilities or IRS penalties incurred as a result of a withdrawal. You are responsible for all such liabilities and penalties.

ALLSTATE LIFE INSURANCE COMPANY (Herein Called "We" or "Us") Amendatory Endorsement for Waiver of Charges (October 5th, 2017)

The benefits provided by this endorsement do not impact any tax liabilities or IRS penalties incurred as a result of a withdrawal. You are responsible for all such liabilities and penalties.

Invitation for Michael Malafronte to Complete 2016-2017 Term as a DeVry Education Group Inc. Director and Conditional Partial Waiver (October 4th, 2017)

Reference is made to Section 1(f) of that certain Support Agreement, dated June 29, 2016 (the "Support Agreement"), by and among persons affiliated with International Value Advisers, LLC described therein, Adtalem Global Education (f/k/a, DeVry Education Group Inc.) ("Adtalem") and Michael Malafronte and that certain letter of Irrevocable Resignation of even date from Michael Malafronte (the "Resignation Letter") delivered to Adtalem in connection therewith. Capitalized but not defined terms shall have the meanings set forth in the Support Agreement.

Invitation for Michael Malafronte to Complete 2016-2017 Term as a DeVry Education Group Inc. Director and Conditional Partial Waiver (October 4th, 2017)

Reference is made to Section 1(f) of that certain Support Agreement, dated June 29, 2016 (the "Support Agreement"), by and among persons affiliated with International Value Advisers, LLC described therein, Adtalem Global Education (f/k/a, DeVry Education Group Inc.) ("Adtalem") and Michael Malafronte and that certain letter of Irrevocable Resignation of even date from Michael Malafronte (the "Resignation Letter") delivered to Adtalem in connection therewith. Capitalized but not defined terms shall have the meanings set forth in the Support Agreement.

Waiver (September 28th, 2017)

This Waiver (this "Waiver") is entered into as of September 27, 2017, by and between Great Basin Scientific, Inc., a Delaware corporation (the "Company"), and the undersigned holder (the "Holder") which is one of the investors signatory to (i) that certain Exchange Agreement, dated April 7, 2017 (the "Initial Exchange Agreement"), between the Company and the Holder and (ii) that certain Amendment and Exchange Agreement, dated April 17, 2017 (the "Amended Exchange Agreement" and, together with the Initial Exchange Agreement, the "Exchange Documents"), between the Company and the Holder, with reference to the following facts:

WAIVER OF CERTAIN CLOSING CONDITIONS Dated: August 17, 2017 (August 21st, 2017)

Reference in this waiver letter (this "Waiver") is hereby made to the Securities Purchase Agreement by and among Bison Capital Partners V, L.P., General Finance Corporation, GFN U.S. Australasia Holdings, Inc., GFN Asia Pacific Holdings Pty Ltd.., and GFN Asia Pacific Finance Pty Ltd., dated as of July 13, 2017 (the "Purchase Agreement"). Capitalized terms used but not otherwise defined in this Waiver shall have the meanings ascribed to them in the Purchase Agreement.

Access Integrated Technologies – Waiver (August 14th, 2017)
Release and Waiver of Claims (August 2nd, 2017)

In connection with my resignation from Regulus Therapeutics Inc. (the "Company") on May 4, 2017 (the "Resignation Date"), and in consideration of the payments and other benefits set forth herein, I, Paul C. Grint, M.D., hereby furnish the Company with the following release and waiver ("Release and Waiver").

Hanover Capital Mortgage Holdings, Inc. – Consent of Beneficial Owners of Notes to Waiver and Forbearance (August 1st, 2017)

Reference is made to (i) the indenture, dated as of December 17, 2013, by and among Walter Investment Management Corp., a Maryland corporation (the Company), the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as successor trustee (the Trustee), as supplemented and amended (the Indenture) providing for the issuance by the Company of $575 million aggregate principal amount of 7.875% Senior Notes Due 2021, of which $538.7 million are issued and outstanding (the Notes) and (ii) the notice of default, dated as of June 5, 2017, by the Company, giving notice that (a) certain of the Companys filings with the SEC, which consist of the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and the Quarterly Reports on Form 10-Q for the fiscal periods ended June 30, 2016, September 30, 2016 and March 31, 2017 (the Original Filings) should no longer be relied upon, (b) the Company anticipates filing required amendments to the Original Filings with the SEC and (

Waiver (August 1st, 2017)

THIS WAIVER (Waiver) is made as of July 28, 2017 (the Effective Date) by and among CDI CORP. (the Company or the Lead Borrower), CDI CORPORATION (the U.S. Subsidiary), CDI PROFESSIONAL SERVICES, LTD. (the Canadian Subsidiary), the other Borrowers (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined in the Credit Agreement referred to below) party hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (Administrative Agent).

Riverview Financial Corp – Waiver (June 29th, 2017)

This Waiver, effective as of the Effective Time (as such term is defined in that certain Agreement and Plan of Merger by and between Riverview Financial Corp. (Riverview) and CBT Financial Corp. (CBT) dated April 19, 2017 (the Merger Agreement)), is executed by the undersigned, being a director and/or an employee (the Undersigned) of Riverview and/or Riverview Bank, a wholly owned subsidiary of Riverview (Riverview Bank and Riverview are collectively referred to herein as the Riverview Entities and individually as a Riverview Entity).

Riverview Financial Corp – Waiver (June 29th, 2017)

This Waiver, effective as of the Effective Time (as such term is defined in that certain Agreement and Plan of Merger by and between Riverview Financial Corp. (Riverview) and CBT Financial Corp. (CBT) dated April 19, 2017 (the Merger Agreement)), is executed by the undersigned, being a director and/or an employee (the Undersigned) of Riverview and/or Riverview Bank, a wholly owned subsidiary of Riverview (Riverview Bank and Riverview are collectively referred to herein as the Riverview Entities and individually as a Riverview Entity).

Byline Bancorp, Inc. – WAIVER LETTER June 7, 2017 (June 19th, 2017)
Section 3.13. Use of Proceeds 37 Section 3.14. Solvency 37 Section 3.15. Anti- Corruption Laws and Sanctions 37 Section 3.16. EEA Financial Institution 38 Section 3.17. Target Acquisition 38 Section 3.18. Federal Reserve Regulations 38 ARTICLE 4 CONDITIONS Section 4.01. Conditions Precedent to Effective Date 38 Section 4.02. Conditions Precedent to Closing Date 39 Section 4.03. Actions by Lenders During the Certain Funds Period 40 ARTICLE 5 AFFIRMATIVE COVENANTS Section 5.01. Financial Statements and Other Information 41 Section 5.02. Notices of Material Events 42 Section 5.03. Existence; Condu (June 12th, 2017)

LOAN AGREEMENT (this Agreement) dated as of June 6, 2017, among MOODYS CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

root9B Technologies Inc. – ROOT9B HOLDINGS, INC. WAIVER OF ANTI-DILUTION RIGHTS Effective May 21, 2017 (June 9th, 2017)

Whereas, root9B Holdings, Inc. (the "Company") has approximately $1,600,000 in unsecured convertible promissory notes outstanding (as amended, the "Notes") that may be converted by the holders thereof into an aggregate of up to approximately 95,238 shares of Common Stock of the Company ("Shares") and, in connection therewith, warrants (the "Warrants") to purchase an aggregate of up to 84,666 Shares;

Waiver of Class a Preemptive Rights Holders and Option to Purchase Class C Preferred Units June 6, 2017 Waiver (June 9th, 2017)

Each of the undersigned, in its capacity as a Class A Preemptive Rights Holder (as such term is defined in the Third Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (the Partnership), dated as of June 24, 2016 (the Partnership Agreement)), hereby waives any preemptive rights it may hold pursuant to Section 5.12(g) of the Partnership Agreement and Section 6 of the 2016 Warrants (as defined in the Partnership Agreement), in each case, with respect to, and consents to the amendment and restatement of the Partnership Agreement in connection with, the Partnerships proposed registered public offering and sale (the Class B Preferred Units Offering) of an undetermined number of Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Class B Preferred Units) representing limited partner interests of the Partnership (and any common units representing limited partner interests of the Partnership issuable upon conversion of any Class B Prefer

root9B Technologies Inc. – ROOT9B HOLDINGS, INC. WAIVER OF FINANCIAL COVENANTS Effective May 1, 2017 (June 9th, 2017)

Whereas, root9B Holdings, Inc. (the "Company") has issued to the undersigned Holder a secured convertible promissory note (the "Note") pursuant the Securities Purchase Agreement, dated as of September 9, 2016, by and among the Company and the Purchasers identified therein;