Waiver Agreement Sample Contracts

Retail Value Inc. – Form of Waiver Agreement (June 4th, 2018)

THIS WAIVER AGREEMENT (this Agreement) is made and entered into as of [__], 2018 by and among Mr. Alexander Otto (the Distributee) and Retail Value Inc., (the Company).

Pattern Energy Group Inc. – Waiver Agreement (May 25th, 2018)

This WAIVER AGREEMENT (the "Waiver Agreement"), dated as of May 21, 2018 is entered into by Pattern Energy Group LP, a Delaware limited partnership ("PEG LP"), and Pattern Energy Group Inc., a Delaware corporation ("PEG Inc."). Each of PEG LP and PEG Inc. are hereafter referred to individually as a "Party" and collectively as "Parties."

Hms Income Fund, Inc. – First Quarter 2018 Conditional Income Incentive Fee Waiver Agreement (May 8th, 2018)

This First Quarter 2018 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of May 4, 2018, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").

Onconova Therapeutics Inc. – Lock-Up Waiver Agreement (April 30th, 2018)

This LOCK-UP WAIVER AGREEMENT (this Waiver Agreement) is made as of April 16, 2018, by and among Onconova Therapeutics, Inc. (the Company), H.C. Wainwright & Co., LLC (the Underwriter) and each of the warrantholders identified on the signature pages hereto (collectively, the Warrantholders). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Underwriting Agreement referred to below.

Waiver Agreement (March 29th, 2018)

This WAIVER AGREEMENT (this "Waiver"), dated as of March 28, 2018, is entered into by and among INSPIREMD, INC., a Delaware corporation (the "Company"), and the Purchasers identified on the signature page hereto.

Waiver Agreement (March 16th, 2018)

THIS WAIVER AGREEMENT (this "Agreement") is entered into as of March 15, 2018, by and among Texas Capital Bank, National Association ("Lender"), and Vintage Stock, Inc. ("Borrower").

Lightwave Logic, Inc. – Paid Time Off Waiver Agreement (March 16th, 2018)

This Paid Time Off Waiver Agreement (this "Waiver Agreement") is made and entered into as of [_____________] by and between Lightwave Logic, Inc., a Nevada corporation (the "Company") and [_____________] (the "Executive").

ETF Managers Group Commodity Trust I – Fee Waiver Agreement Etf Managers Group Commodity Trust I (March 7th, 2018)

FEE WAIVER AGREEMENT, effective as of March 5, 2018, by and between ETF Managers Capital LLC ("ETFMC") and Breakwave Advisors LLC ("Breakwave").

Cell Therapeutics, Inc. – Waiver Agreement (March 7th, 2018)

This Waiver Agreement (this "Waiver") is entered into this 19th day of January, 2018, by and between SILICON VALLEY BANK ("Bank") and CTI BIOPHARMA CORP., a Washington corporation ("Borrower") whose address is 3101 Western Avenue, #800, Seattle, Washington 98121.

NuStar GP Holdings L.L.C. – Change of Control Waiver Agreement (March 1st, 2018)

This Agreement ("Agreement") is hereby entered into effective as of February 7, 2018 by and between ___________ (the "Executive"), NuStar Services Company LLC, a Delaware limited liability company (the "Employer"), NuStar Energy L.P., a Delaware limited partnership (the "Partnership"), NuStar GP, LLC, a Delaware limited liability company ("NuStar GP"), and NuStar GP Holdings, LLC, a Delaware limited liability company ("NSH") (collectively, the Employer, the Partnership, NuStar GP and NSH and their respective affiliates referred to herein as "NuStar").

NuStar GP Holdings L.L.C. – Change of Control Waiver Agreement (March 1st, 2018)

This Agreement ("Agreement") is hereby entered into effective as of February 7, 2018 by and between ____________ (the "Director"), NuStar Energy L.P., a Delaware limited partnership (the "Partnership"), NuStar Services Company LLC and NuStar GP, LLC ("NuStar GP") (collectively, the Partnership, NuStar GP and their respective affiliates referred to herein as "NuStar").

NuStar GP Holdings L.L.C. – Change of Control Waiver Agreement (March 1st, 2018)

This Agreement ("Agreement") is hereby entered into effective as of February 7, 2018 by and between __________ (the "Director"), NuStar GP Holdings, LLC, a Delaware limited liability company ("NSH"), NuStar Energy L.P., a Delaware limited partnership (the "Partnership"), NuStar Services Company LLC and NuStar GP, LLC ("NuStar GP") (collectively, NSH, the Partnership, NuStar GP and their respective affiliates referred to herein as "NuStar").

Valero LP – Change of Control Waiver Agreement (February 28th, 2018)

This Agreement ("Agreement") is hereby entered into effective as of February 7, 2018 by and between ___________ (the "Executive"), NuStar Services Company LLC, a Delaware limited liability company (the "Employer"), NuStar Energy L.P., a Delaware limited partnership (the "Partnership"), NuStar GP, LLC, a Delaware limited liability company ("NuStar GP"), and NuStar GP Holdings, LLC, a Delaware limited liability company ("NSH") (collectively, the Employer, the Partnership, NuStar GP and NSH and their respective affiliates referred to herein as "NuStar").

Valero LP – Change of Control Waiver Agreement (February 28th, 2018)

This Agreement ("Agreement") is hereby entered into effective as of February 7, 2018 by and between ____________ (the "Director"), NuStar Energy L.P., a Delaware limited partnership (the "Partnership"), NuStar Services Company LLC and NuStar GP, LLC ("NuStar GP") (collectively, the Partnership, NuStar GP and their respective affiliates referred to herein as "NuStar").

Levon Resources Ltd – Waiver Agreement (February 26th, 2018)

THIS WAIVER AGREEMENT (this "Agreement"), dated as of February 21, 2018, is entered into by and among VARIATION BIOTECHNOLOGIES (US), INC., a Delaware corporation (the "Borrower"); the Guarantors identified under the caption "GUARANTORS" on the signature pages hereto, and Perceptive Credit Holdings, LP, a Delaware limited partnership (the "Lender"). Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

Waiver Agreement (February 26th, 2018)

This WAIVER AGREEMENT (this "Waiver"), dated as of February 26, 2018, is entered into by and among INSPIREMD, INC., a Delaware corporation (the "Company"), and the Purchasers identified on the signature page hereto.

Arkadia International – Partial Waiver Agreement (February 21st, 2018)

THIS PARTIAL WAIVER AGREEMENT (this "Waiver") is effective as of the 7 day of February, 2018, by and between Valencia Web Technology S.L., B-97183354, a Spanish limited liability company or Sociedad de Responsabilidad Limitada having an address of Calle Benimar 21 bj Derecha, 46980 Paterna, Valencia, Spain (the "Seller"), and Cannabis Business Solutions Inc, a Nevada corporation having an address of 3571 E. Sunset Road, Suite 420, Las Vegas, Nevada, 89120 (the "Buyer").

Waiver Agreement (February 16th, 2018)

This WAIVER AGREEMENT (this "Waiver") is effective as of January 1, 2018 (the "Effective Date"), by and between GoPro, Inc., a Delaware corporation (the "Company") and Nicholas Woodman, Chief Executive Officer of the Company ("you") with respect to the following facts:

Hms Income Fund, Inc. – Fourth Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (January 31st, 2018)

This Fourth Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of January 31, 2018, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").

Pineapple Express, Inc. – Standstill and Waiver Agreement (January 23rd, 2018)

This STANDSTILL AND WAIVER AGREEMENT (the "Agreement") is entered into as of March 23, 2017 (the "Execution Date"), by and among Pineapple Express Inc. ("PNPL") and Matthew Feinstein ("Mr. Feinstein"), THC Industries, LLC ("THC LLC"), Ramsey Houston Salem, both individually and in his capacity as Stockholder Representative ("Mr. Salem"), LKP Global Law, LLP ("LKP Global Law") and Ana Montoya (Ms. Montoya and together with Mr. Salem and LKP Global Law, collectively, the "Noteholders"). PNPL, Mr. Feinstein, THC LLC, Stockholder Representative and the Noteholders may be referred to collectively herein as the "Parties" and individually as a "Party".

Waiver Agreement (January 18th, 2018)

THIS WAIVER AGREEMENT (this "Agreement") is entered into as of September 6, 2017, by and among Live Ventures Incorporated, a Nevada corporation (the "Company"), on the one hand, and Jon Isaac, an individual, and Kingston Diversified Holdings LLC, a _________ limited liability company, on the other hand (collectively, the "Holders").

ETF Managers Group Commodity Trust I – Fee Waiver Agreement (January 5th, 2018)

This Fee Waiver Agreement ("Agreement") is made and entered into as of the 29st day of December, 2017("Effective Date"), by and among ETF Managers Group Commodity Trust I, a Delaware trust with its principal place of business at 30 Maple Street, Summit, NJ 07901 and ETF Managers Capital LLC ("Sponsor"), a Delaware limited liability company with its principal place of business at 30 Maple Street, Suite 2, Summit, NJ 07901.

ETF Managers Group Commodity Trust I – Fee Waiver Agreement (January 2nd, 2018)

This Fee Waiver Agreement ("Agreement") is made and entered into as of the 29st day of December, 2017("Effective Date"), by and among ETF Managers Group Commodity Trust I, a Delaware trust with its principal place of business at 30 Maple Street, Summit, NJ 07901 and ETF Managers Capital LLC ("Sponsor"), a Delaware limited liability company with its principal place of business at 30 Maple Street, Suite 2, Summit, NJ 07901.

BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co – Forfeiture and Waiver Agreement (December 8th, 2017)
Boulevard Acquisition Corp. II – Amendment to Forfeiture and Waiver Agreement (December 8th, 2017)

Amendment, dated as of December 7, 2017 (this Amendment), to the Forfeiture and Waiver Agreement (the Agreement), dated as of August 15, 2017, by and among Estre Ambiental S.A., a sociedade anonima organized under the laws of Brazil (the Company), Boulevard Acquisition Corp. II, a Delaware corporation (Boulevard) and Boulevard Acquisition Sponsor II, LLC a Delaware limited liability company (Sponsor).

BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co – Amendment to Forfeiture and Waiver Agreement (December 8th, 2017)

Amendment, dated as of December 7, 2017 (this Amendment), to the Forfeiture and Waiver Agreement (the Agreement), dated as of August 15, 2017, by and among Estre Ambiental S.A., a sociedade anonima organized under the laws of Brazil (the Company), Boulevard Acquisition Corp. II, a Delaware corporation (Boulevard) and Boulevard Acquisition Sponsor II, LLC a Delaware limited liability company (Sponsor).

Helios & Matheson North America Inc. – Waiver Agreement (November 6th, 2017)

This WAIVER AGREEMENT (this "Agreement") is made and entered into as of November [*], 2017 by and between MoviePass, a Delaware corporation (the "Company"), and Helios and Matheson Analytics Inc. ("Helios"). In this Agreement, the Company and the Helios are sometimes referred to singularly as a "party" and collectively as the "parties".

Helios & Matheson North America Inc. – Waiver Agreement (November 6th, 2017)

This WAIVER AGREEMENT (this "Agreement") is made and entered into as of November [*], 2017 by and between MoviePass, a Delaware corporation (the "Company"), and Helios and Matheson Analytics Inc. ("Helios"). In this Agreement, the Company and the Helios are sometimes referred to singularly as a "party" and collectively as the "parties".

Hms Income Fund, Inc. – Third Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (October 19th, 2017)

This Third Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of October 19, 2017, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").

Enstar Group Limited – Form of Waiver Agreement (October 10th, 2017)

THIS WAIVER AGREEMENT is made and entered into as of September ____, 2017, by and among Enstar Group Limited (the "Company") and the securityholder party hereto (the "Securityholder").

WAIVER AGREEMENT October 3, 2017 (October 6th, 2017)

This Waiver Agreement (this "Waiver"), dated as October 3, 2017, is entered into by and among Energy Future Holdings Corp., a Texas corporation (the "Company"), Energy Future Intermediate Holding Company LLC, a Delaware limited liability company ("EFIH"), Sempra Energy, a California corporation ("Parent"), and Sempra Texas Merger Sub I, Inc. (formerly known as Power Play Merger Sub I, Inc.), a Delaware corporation ("Merger Sub" and, collectively with the Company, EFIH, and Parent, the "Parties").

Boulevard Acquisition Corp. II – Forfeiture and Waiver Agreement (August 21st, 2017)
Boulevard Acquisition Corp. II – Forfeiture and Waiver Agreement (August 21st, 2017)
Waiver Agreement (August 4th, 2017)

Entercom Communications Corp. (the Employer) and David J. Field (the Executive) are parties to an Amended and Restated Employment Agreement, made and entered into as of April 22, 2016 (the Agreement). Employer and Executive mutually desire to enter into this Waiver Agreement as an amendment to the Agreement:

Hms Income Fund, Inc. – Second Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (July 31st, 2017)

This Second Quarter 2017 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of July 26, 2017, is made by and among HMS Income Fund, Inc. (the "Company"), HMS Adviser LP ("HMS Adviser") and MSC Adviser I, LLC (the "Sub-Adviser," together with HMS Adviser, the "Advisers," and, collectively with the Company, the "Parties").