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. 
 [Signature Page Follows] 







 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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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.


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Signature, if Joint Tenants or Tenants in Common:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	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:	 	  


  

			
	Name of Authorized Signatory:	 	  


  

			
	Title of Authorized Signatory:	 	  


  

			
	Date:	 	 05/17/12