Waiver Agreement Sample Contracts

Haymaker Acquisition Corp. – Waiver Agreement (November 1st, 2018)
Hms Income Fund, Inc. – Third Quarter 2018 Conditional Income Incentive Fee Waiver Agreement (October 31st, 2018)

This Third Quarter 2018 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of October 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").

Ample-Tee, Inc. – Lock-Up and Waiver Agreement (October 17th, 2018)

The undersigned is a holder of that certain Airborne Wireless Network Convertible Debenture, dated April 9, 2018 (the "Debenture") and other debt instruments (each, a "Note," and together, the "Notes") issued by Airborne Wireless Network (the "Company") that are convertible into shares of common stock, par value $0.001 per share ("Common Stock"), of the Company and certain warrants to purchase shares of Common Stock (the "Warrants," and collectively with the Debenture, the Notes and shares of Common Stock, the "Securities"). The Company has entered into certain Exercise Agreements (collectively, the "Exercise Agreements"), each dated on or about the date hereof, by and between the Company and a holder of certain other securities of the Company (collectively, the "Other Funding Holders," and together with each other holder of Securities (other than the undersigned), the "Other Holders") for the purposes of enhancing the predictability of the Company's funding by agreeing that the warran

MTech Acquisition Corp – Waiver Agreement (October 11th, 2018)

This Waiver Agreement (this "Agreement") is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation ("Purchaser"), (ii) MJ Freeway LLC, a Colorado limited liability company (the "Company"), and (iii) MTech Sponsor LLC, a Florida limited liability company ("Holder") of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

MTech Acquisition Corp – Waiver Agreement (October 11th, 2018)

This Waiver Agreement (this "Agreement") is made as of October 10, 2018 by and among (i) MTech Acquisition Corp., a Delaware corporation ("Purchaser"), (ii) MJ Freeway LLC, a Colorado limited liability company (the "Company"), and (iii) MTech Sponsor LLC, a Florida limited liability company ("Holder") of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

Egalet Corp – Waiver Agreement (October 5th, 2018)

This WAIVER AGREEMENT, dated as of October 3, 2018 (this Agreement), to the Indenture is by and among (a) Egalet Corporation, a Delaware corporation (the Company), (b) the Guarantors party to the Indenture and (c) the undersigned holder of Notes (the Waiving Holder).

Waiver Agreement (September 7th, 2018)

This waiver agreement (this "Waiver Agreement"), dated September 5, 2018, is by and between Raymond D. Martz (the "Executive") and Pebblebrook Hotel Trust (the "Company").

Waiver Agreement (September 7th, 2018)

This waiver agreement (this "Waiver Agreement"), dated September 5, 2018, is by and between Raymond D. Martz (the "Executive") and Pebblebrook Hotel Trust (the "Company").

Waiver Agreement (September 7th, 2018)

This waiver agreement (this "Waiver Agreement"), dated September 5, 2018, is by and between Thomas C. Fisher (the "Executive") and Pebblebrook Hotel Trust (the "Company").

Waiver Agreement (September 7th, 2018)

This waiver agreement (this "Waiver Agreement"), dated September 5, 2018, is by and between Jon E. Bortz (the "Executive") and Pebblebrook Hotel Trust (the "Company").

Waiver Agreement (September 7th, 2018)

This waiver agreement (this "Waiver Agreement"), dated September 5, 2018, is by and between Jon E. Bortz (the "Executive") and Pebblebrook Hotel Trust (the "Company").

Waiver Agreement (September 7th, 2018)

This waiver agreement (this "Waiver Agreement"), dated September 5, 2018, is by and between Thomas C. Fisher (the "Executive") and Pebblebrook Hotel Trust (the "Company").

Crescent Capital BDC, Inc. – Amended and Restated Advisory Fee Waiver Agreement Crescent Capital Bdc, Inc. (August 10th, 2018)

THIS AGREEMENT is hereby made as of August 7, 2018 (the Agreement) between Crescent Capital BDC, Inc., a Delaware corporation (the Company), and CBDC Advisors, LLC, a Delaware limited liability company (the Advisor).

Hms Income Fund, Inc. – Second Quarter 2018 Conditional Income Incentive Fee Waiver Agreement (August 9th, 2018)

This Second Quarter 2018 Conditional Income Incentive Fee Waiver Agreement (the "Agreement"), dated as of August 8, 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").

Levon Resources Ltd – Waiver Agreement (July 20th, 2018)

THIS WAIVER AGREEMENT (this "Agreement"), dated as of July 17, 2018, is entered into by and between VBI Vaccines Inc., a British Columbia corporation (the "Company"), and Perceptive Credit Holdings, LP, a Delaware limited partnership (the "Holder"). Terms used herein without definition shall have the meanings ascribed to them in the Warrants as defined below.

Helios & Matheson North America Inc. – Amendment No 1. To Waiver Agreement (July 13th, 2018)

This Amendment No. 1, is being entered into as of the 13th day of July, 2018 (this "Amendment"), to that certain Waiver Agreement (the "Original Waiver Agreement", and as amended by this Amendment, the "Amended Waiver Agreement"), dated July 10, 2018, 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:

Helios & Matheson North America Inc. – Waiver Agreement (July 11th, 2018)

This Waiver Agreement (this "Agreement") is entered into as of the 10th day of July, 2018, 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:

Retail Value Inc. – Waiver Agreement (July 2nd, 2018)

THIS WAIVER AGREEMENT (this Agreement) is made and entered into as of July 1, 2018 by and among Mr. Alexander Otto (the Distributee) and Retail Value Inc., (the Company).

I In The Sky Inc. – Waiver Agreement (June 26th, 2018)

This WAIVER AGREEMENT (the "Waiver Agreement") is entered into as of this 25th day of June, 2018, by and between Asia Equity Exchange Group, Inc. (the "Company"), a Nevada corporation and Yanru Zhou (the "Purchaser"), an individual. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Agreement (as defined below).

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.