SCOLR PHARMA, INC. CONSENT, WAIVER AND FORBEARANCE AGREEMENT
EXHIBIT 10.2
SCOLR PHARMA, INC.
CONSENT, WAIVER AND
FORBEARANCE AGREEMENT
WHEREAS, in June 2011, SCOLR Pharma, Inc. (the “Company”) issued an aggregate original principal amount of $1,195,200 (the “Original Offering”) of its 8% Senior Secured Convertible Debentures due June 2013 (the “Original Debentures”) pursuant to a Securities Purchase Agreement among the Company and the Purchasers of the Original Debentures named therein (the “Securities Purchase Agreement”);
WHEREAS, in connection with the Original Offering, the Company granted the holders of the Original Debentures (the “Original Debenture Holders”) a security interest in substantially all of the Company’s assets, pursuant to a Security Agreement among the Original Debenture Holders, CSC Trust Company of Delaware, as agent for the Debenture Holders (the “Agent”) and the Company (the “Original Security Agreement,” and collectively with the Original Debentures, the Securities Purchase Agreement and the other documents or agreements executed in connection with the Debentures, the “Original Debenture Agreements”);
WHEREAS, on March 20, 2012, the Company incurred unsecured indebtedness evidenced by two Demand Promissory Notes, one in favor of Michael N. Taglich, a member of the Company’s Board of Directors, and the other in favor of Robert Taglich, his brother (each a “Taglich Note,” and together, the “Taglich Notes”), each in the original principal amount of $100,000;
WHEREAS, from time to time the Company may receive financial accommodations from its marketing and distribution services provider, Emerson Healthcare LLC in respect of the Company’s receivables invoiced to retailers of its nutritional products (the “Emerson Arrangement”);
WHEREAS, the Company intends to offer to accredited investors (the “Offering”) an amount of up to an additional $1,350,000 in aggregate original principal amount of the Company’s 8% Senior Secured Convertible Notes due June, 2013 (the “New Debentures”) on terms substantially as set forth in the Original Debentures and as described in the Confidential Private Placement Memorandum related to the Offering and included with this Waiver, Consent and Forbearance Agreement (the “Memorandum”).
WHEREAS, the Offering contemplates the execution and delivery of a Securities Purchase Agreement, joinder to the Security Agreement, and certain other documents or agreements with terms substantially the same as the Original Debenture Agreements (the New Debentures, collectively with such other documents, the “New Debenture Agreements”) ;
WHEREAS, pursuant to the Original Debenture Agreements, the Company is obligated to obtain the consent of the Original Debenture Holders prior to the incurrence of certain additional indebtedness;
WHEREAS, the Original Debentures contain, and the New Debentures will contain certain representations, agreements and covenants with which the Company may be in default, or with which the Company may be unable to maintain compliance for the foreseeable future, including, without limitation, covenants requiring compliance by the Company with its reporting obligations under the Securities Exchange Act of 1934, maintenance of availability of current public information within the meaning of Rule 144 under the Securities Act of 1933, as amended, maintenance of the Company’s eligibility for quotation on the OTC bulletin board, (the “Reporting Covenants”);
WHEREAS, the terms of the Original Debenture Agreements provide that consents of the holders of the Original Debentures, and waivers of provisions of the Debenture Agreements may be made effective as to all of the outstanding Debentures with the consent of the holders of at least sixty-seven percent (67%) of the aggregate outstanding principal amount of the Original Debentures (the “Requisite Original Holders”);
WHEREAS, the closing of the Offering is conditioned upon the Company’s receipt from the Requisite Original Holders of their (a) consent to complete the Offering on the terms described in the Memorandum and to incur the indebtedness evidenced by the New Debentures, (b) waiver of any existing and continuing defaults or breaches of the Reporting Covenants, (c) waiver of any default by the Company under the Original Debenture Agreements related to the issuance of the Taglich Notes or the Emerson Arrangement, and (d) waiver of and forbearance from asserting any breach or default of the Original Debentures arising from or relating to the Emerson Arrangement or any failure of the Company to comply with the Reporting Covenants through June 30, 2013;
WHEREAS, each New Debenture Holder shall, as a condition to the purchase of the New Debentures waive and forbear from asserting any breach or default under the New Debenture Agreements arising from or relating to any failure of the Company to comply with the Reporting Covenants through June 30, 2013;
WHEREAS, in consideration of the transactions contemplated by the New Offering, in its capacity as an Original Debenture Holder and as a subscriber for New Debentures (if applicable), the undersigned desires to provide the necessary consents, waivers and forbearance in connection with the Offering, as applicable;
NOW THEREFORE, in consideration of the foregoing, by its signature below, the undersigned acknowledges and agrees as follows:
1. The undersigned has received a copy of the Memorandum, including all documents referred to as exhibits or incorporated by reference therein, and has been given an opportunity to review and consult with independent advisors concerning the information included in such documents.
2. To the extent the undersigned is an Original Debenture Holder, the undersigned hereby:
(a) consents to the transactions contemplated by the Offering, including without limitation the Company’s incurrence of the additional indebtedness evidenced by the New Debentures;
(b) waives any breach of or event of default under the Original Debenture Agreements arising from or related to (i) the incurrence by the Company of the indebtedness evidenced by the Taglich Notes and (ii) the Emerson Arrangement; and
(c) waives and agrees to forbear from asserting any breach of or event of default under the Original Debenture Agreements arising from or relating to any failure of the Company to comply with the Reporting Covenants, whether any such breach or default previously occurred, is continuing, or arises or continues after the date hereof through June 30, 2013.
4. To the extent the undersigned has subscribed for New Debentures, the undersigned hereby waives and agrees to forbear from asserting any breach of or event of default under the New Debenture Agreements arising from or relating to (i) the Emerson Arrangement or (ii) failure of the Company to comply with the Reporting Covenants, whether any such breach or default previously occurred, is continuing, or arises or continues after the date hereof through June 30, 2013.
5. The waivers and other agreements set forth herein include the waiver of any and all penalty, liquidated damages, default interest and similar remedies or provisions set forth in the Original Debenture Agreements and the New Debenture Agreements, as applicable, which would otherwise apply to any breach or default herein waived.
6. All questions concerning the construction, validity, enforcement and interpretation of this Waiver, Consent and Forbearance Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.
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IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Bennett H. Greenspon |
| Signature of Authorized Signatory of Holder: | /s/ Bennett H. Greenspon |
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| Date: | 04/22/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Lawrence D. Feldhacker |
| Signature of Authorized Signatory of Holder: | /s/ Lawrence D. Feldhacker |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Dennis Fortin |
| Signature of Authorized Signatory of Holder: | /s/ Dennis Fortin |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Samuel E. Leonard Trust |
| Signature of Authorized Signatory of Holder: | /s/ Samuel E. Leonard |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Andrew K. Light |
| Signature of Authorized Signatory of Holder: | /s/ Andrew K. Light |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Bibicoff Family Trust |
| Signature of Authorized Signatory of Holder: | /s/ Harvey Bibicoff |
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| Date: | 04/27/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Merle F. Stockley, Jr. |
| Signature of Authorized Signatory of Holder: | /s/ Merle F. Stockley, Jr. |
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| Date: | 04/26/12 |
1N WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Raymond M. Beebe and Joan P. Beebe, Joint Tenants |
| Signature of Authorized Signatory of Holder: | /s/ Raymond M. Beebe |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Joan P. Beebe |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Donald V. Moline |
| Signature of Authorized Signatory of Holder: | /s/ Donald V. Moline |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Sterling Family Investment L.L.C. |
| Signature of Authorized Signatory of Holder: | /s/ Arthur D. Sterling |
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| Date: | 04/27/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Ray W. Cruz |
| Signature of Authorized Signatory of Holder: | /s/ Ray W. Cruz |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Robert P. Giesen |
| Signature of Authorized Signatory of Holder: | /s/ Robert P. Giesen |
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| Date: | 04/27/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Peter K. Nitz |
| Signature of Authorized Signatory of Holder: | /s/ Peter K. Nitz |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Sandra P. Nitz |
| Signature of Authorized Signatory of Holder: | /s/ Sandra P. Nitz |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Tom Hirsch and Maureen Hirsch |
| Signature of Authorized Signatory of Holder: | /s/ Tom Hirsch |
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| Date: | 04/26/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Randall S. Knox |
| Signature of Authorized Signatory of Holder: | /s/ Randall S. Knox |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Michael P. Hagerty |
| Signature of Authorized Signatory of Holder: | /s/ Michael P. Hagerty |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Andrew Hargroder |
| Signature of Authorized Signatory of Holder: | /s/ Andrew Hargroder |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Dale M. Mayol |
| Signature of Authorized Signatory of Holder: | /s/ Dale M. Mayol |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Shadow Capital LLC |
| Signature of Authorized Signatory of Holder: | /s/ B. Kent Garlinghouse |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Mark S. Bourque |
| Signature of Authorized Signatory of Holder: | /s/ Mark S. Bourque |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Kenneth E. King |
| Signature of Authorized Signatory of Holder: | /s/ Kenneth E. King |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | John W. Crow |
| Signature of Authorized Signatory of Holder: | /s/ John W. Crow |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | David G. Linville |
| Signature of Authorized Signatory of Holder: | /s/ David G. Linville |
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| Date: | 05/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Zanett Opportunity Fund, Ltd. |
| Signature of Authorized Signatory of Holder: | /s/ Zachary McAdoo |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | C. Mark Casey |
| Signature of Authorized Signatory of Holder: | /s/ C. Mark Casey |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Woodrow W. Gunter, II |
| Signature of Authorized Signatory of Holder: | /s/ Woodrow W. Gunter, II |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Charles B. Hilton |
| Signature of Authorized Signatory of Holder: | /s/ Charles B. Hilton |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | John S. Tschohl TOD |
| Signature of Authorized Signatory of Holder: | /s/ John S. Tschohl |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Douglas Friedrich and Melanie Friedrich JTWROS |
| Signature of Authorized Signatory of Holder: | /s/ Douglas Friedrich |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Melanie Friedrich |
| Name of Authorized Signatory: |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Junge Revocable Trust |
| Signature of Authorized Signatory of Holder: | /s/ John P. Junge |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | John R. Bertsch Trust |
| Signature of Authorized Signatory of Holder: | /s/ John R. Bertsch, Trustee |
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| Date: | 05/01/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Steven A. Boggs |
| Signature of Authorized Signatory of Holder: | /s/ Steven Boggs |
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| Date: | 05/01/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Norper Investments Inc. |
| Signature of Authorized Signatory of Holder: | /s/ Norman Perry |
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| Date: | 04/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Paul Seid |
| Signature of Authorized Signatory of Holder: | /s/ Paul Seid |
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| Date: | 05/02/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Glen R. Hubbard |
| Signature of Authorized Signatory of Holder: | /s/ Glen R. Hubbard |
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| Date: | 05/01/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Nationwide Fleet Services, Inc. |
| Signature of Authorized Signatory of Holder: | /s/ Kirt Fouque |
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| Date: | 04/25/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Wulf Paulick & Renate Paulick JT/WROS |
| Signature of Authorized Signatory of Holder: | /s/ Wulf Paulick |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Renate Paulick |
| Name of Authorized Signatory: |
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| Date: | 05/1/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Sterling Family Investment L.L.C. |
| Signature of Authorized Signatory of Holder: | /s/ Arthur D. Sterling |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Marie E. Sterling |
| Name of Authorized Signatory: |
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| Date: | 04/27/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Mark Ravich |
| Signature of Authorized Signatory of Holder: | /s/ Mark Ravich |
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| Date: | 05/2/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Robert F. Taglich |
| Signature of Authorized Signatory of Holder: | /s/ Robert F. Taglich |
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| Date: | 05/1/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Michael N. Taglich |
| Signature of Authorized Signatory of Holder: | /s/ Michael N. Taglich |
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| Date: | 05/2/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Mark E. Vaughan and Andrea G. Vaughan |
| Signature of Authorized Signatory of Holder: | /s/ Mark E. Vaughan |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Andrea G. Vaughan |
| Name of Authorized Signatory: |
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| Date: | 05/17/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | William M. Stokes or Rebecca A. Stokes JTWROS |
| Signature of Authorized Signatory of Holder: | /s/ William M. Stokes |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Rebecca A. Stokes |
| Name of Authorized Signatory: |
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| Date: | 05/9/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | The Family Revocable Living Trust UAD 4/11/11 Mark C Ladendorf & Debra L Ladendorf TTEES |
| Signature of Authorized Signatory of Holder: | /s/ Mark C. Ladendorf |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Debra L. Ladendorf |
| Name of Authorized Signatory: |
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| Date: | 05/11/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | David Frank Rios & Margaret Jo Rios 1999 Trust DTD 6/22/99 |
| Signature of Authorized Signatory of Holder: | /s/ David Rios |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Margaret Rios |
| Name of Authorized Signatory: |
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| Date: | 05/15/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Frank Gimenez & Philomena Gimenez JTWROS |
| Signature of Authorized Signatory of Holder: | /s/ Frank Gimenez |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Philomena Gimenez |
| Name of Authorized Signatory: |
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| Date: | 05/17/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Gary A. Hafner and LeeAnn Hafner JT TEN |
| Signature of Authorized Signatory of Holder: | /s/ Gary A. Hafner |
| Signature, if Joint Tenants or Tenants in Common: | /s/ LeeAnn Hafner |
| Name of Authorized Signatory: |
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| Date: | 05/17/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Robert Louis Fisher & Carroll Fisher JT TEN WROS |
| Signature of Authorized Signatory of Holder: | /s/ Robert Fisher |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Carroll Fisher |
| Name of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Edward J. Cook & Eleanor A. Cook JTWROS |
| Signature of Authorized Signatory of Holder: | /s/ Edward J. Cook |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Eleanor Cook |
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| Date: | 05/20/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | George J. White & Debra A. White JT TEN WROS |
| Signature of Authorized Signatory of Holder: | /s/ George J. White |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Debra A. White |
| Name of Authorized Signatory: |
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| Date: | 05/21/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Thomas R Jennett & Jodi K Jennett JT TEN WROS |
| Signature of Authorized Signatory of Holder: | /s/ Thomas R. Jennett |
| Signature, if Joint Tenants or Tenants in Common: | /s/ Jodi K. Jennett |
| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/16/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Steven Farber |
| Signature of Authorized Signatory of Holder: | /s/ Steven Farber |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Date: | 05/21/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | James J. McEntee |
| Signature of Authorized Signatory of Holder: | /s/ James J. McEntee |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Herb B. Grimes |
| Signature of Authorized Signatory of Holder: | /s/ Herb B. Grimes |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Date: | 05/15/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | WAFGAL Limited |
| Signature of Authorized Signatory of Holder: | /s/ Bruce Campbell |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Foutch Family Living Trust UAD 10/20/08 Carolyn Foutch TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Carolyn L. Foutch |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/2/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | John R. Worthington TR John R. Worthington Trust U A Dated 3/28/00 |
| Signature of Authorized Signatory of Holder: | /s/ John R. Worthington |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/7/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Justin Gasarch |
| Signature of Authorized Signatory of Holder: | /s/ Justin Gasarch |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/8/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Tad Wilson |
| Signature of Authorized Signatory of Holder: | /s/ Tad Wilson |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/9/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Steven A. Foxx |
| Signature of Authorized Signatory of Holder: | /s/ Steven A. Foxx |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/10/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Louis and Judith Miller Family Trust Louis & Judith Miller TTEES |
| Signature of Authorized Signatory of Holder: | /s/ Louis G. Miller |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/10/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Russell Bernier |
| Signature of Authorized Signatory of Holder: | /s/ Russell Bernier |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Kyle Buchakjian |
| Signature of Authorized Signatory of Holder: | /s/ Kyle Buchakjian |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Ashok Kumar Narang |
| Signature of Authorized Signatory of Holder: | /s/ Ashok Kumar Narang |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Robert W. Main TTEE Under the Robert W. Main Trust DTD 9/7/05 |
| Signature of Authorized Signatory of Holder: | /s/ Robert W. Main |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/7/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Robert L. Debruyn Trust UAD 10/5/94 Robert L. Debruyn & Tracey H. Debruyn TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Robert Debruyn |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/13/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Tracey H. Debruyn Trust UAD 10/5/94 Tracey H. Debruyn & Robert L. Debruyn TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Tracey H. Debruyn |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/13/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Patricia Tschohl TODD TD 5/4/6 |
| Signature of Authorized Signatory of Holder: | /s/ Patricia Tschohl |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/10/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Peter Fitzpatrick |
| Signature of Authorized Signatory of Holder: | /s/ Peter Fitzpatrick |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/17/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Howard A. Kalka |
| Signature of Authorized Signatory of Holder: | /s/ Howard A. Kalka |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/12/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Arthur H. Finnel |
| Signature of Authorized Signatory of Holder: | /s/ Arthur H. Finnel |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/14/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Wallace P. Parker JR TOD DTD 12/23/05 |
| Signature of Authorized Signatory of Holder: | /s/ Wallace P. Parker |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/22/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Ross Mattis Properties, LLC |
| Signature of Authorized Signatory of Holder: | /s/ Dean Robinson |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/24/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | John J. Resich JR TTEE John J. Resich JR RET Trust |
| Signature of Authorized Signatory of Holder: | /s/ John J. Resich Jr. |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/22/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Bruce Newell |
| Signature of Authorized Signatory of Holder: | /s/ Bruce Newell |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Leonard P. Gartner Revocable Trust UAD 1/5/12 Leonard P. Gartner TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Leonard P. Gartner |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 06/1/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Ann B. Oldfather |
| Signature of Authorized Signatory of Holder: | /s/ Ann B. Oldfather |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | Robert Koski |
| Signature of Authorized Signatory of Holder: | /s/ Robert Koski |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 04/30/12 |
IN WITNESS WHEREOF, the undersigned has executed this Consent, Waiver and Forbearance Agreement as of the date written below.
| Name of Holder: | The Shirley J. Lewis Marital Trust B UAD 6/26/01 Guy W. Lewis TTEE |
| Signature of Authorized Signatory of Holder: | /s/ Guy W. Lewis |
| Signature, if Joint Tenants or Tenants in Common: |
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| Name of Authorized Signatory: |
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| Title of Authorized Signatory: |
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| Date: | 05/17/12 |
