Exhibit
10.55


 


WAIVER


 


This
WAIVER (this “Waiver”) is made and entered into as of July 22, 2022 by and between Marizyme, Inc., a Nevada
corporation (the “Company”) and Viner Total Investments Fund, an entity (the “Investor”).


 


WHEREAS,
pursuant to Section 2.1(a) of the Unit Purchase Agreement, dated as of December 21, 2021 (as amended and in effect from time to time,
including any replacement agreement therefor, the “Purchase Agreement”), among the Company and the Investor, the Investor
agreed to subscribe for $10,000,000 in Units in three tranches. Unless otherwise agreed, three Closings were contemplated: (i) at the
Initial Closing, the Investor agreed to subscribe for $6,000,000 in Units; (ii) upon the Company duly filing of its Registration Statement
on Form S-1, the Investor agreed to subscribe for $2,000,000 in Units; and (iii) upon the Company responding in a satisfactory manner
to the first round of SEC comments, the Investor agreed to subscribe for $2,000,000 in Units.


 


WHEREAS,
on or around December 21, 2021, the Investor invested $6,000,000, and received 3,428,571 Units pursuant to the per-Unit purchase price
under the Purchase Agreement.


 


WHEREAS,
a registration statement on Form S-1 was initially filed by the Company on February 14, 2022; and on February 22, 2022, the Securities
and Exchange Commission issued a letter stating that there would be no review of the registration statement. The Investor has not subscribed
for $2,000,000 in Units as a result of either of the above events.


 


WHEREAS,
the Company and the Investor desire to confirm the Investor’s waiver of any rights to subscribe for any Units pursuant to the Purchase
Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
Definitions; Transaction Documents. Capitalized terms used herein without definition shall have the meanings assigned to
such terms in the Purchase Agreement. This Waiver shall constitute a waiver for all purposes of the Purchase Agreement under Section
11.9 thereof.


 


2.
Confirmation of Waiver. The Investor hereby confirm its waiver of any rights to subscribe for any Units pursuant to Section
2.1(a)(i) or Section 2.1(a)(ii) of the Purchase Agreement.


 


3.
Conditions to Effectiveness of Waiver. This Waiver shall become effective upon receipt by the Company and the Investor
of counterpart signatures to this Waiver duly executed and delivered by the Company and the Investor.


 


4.
No Implied Consent or Waiver. Except as expressly set forth in this Waiver, this Waiver shall not, by implication or otherwise,
limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Investor under the Purchase Agreement or the
other Transaction Documents, or alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the
Purchase Agreement or the other Transaction Documents, all of which shall continue in full force and effect. Nothing in this Waiver shall
be construed to imply any willingness on the part of the Investor to agree to or grant any similar or future amendment, consent or waiver
of any of the terms and conditions of the Purchase Agreement or the other Transaction Documents.


 


5.
Counterparts. This Waiver may be executed by the parties hereto in several counterparts, each of which shall be an original
and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of
this Waiver by e-mail (e.g., “pdf” or “tiff”) or fax transmission shall be effective as delivery of a manually
executed counterpart of this Consent.


 


6.
Governing Law. THIS WAIVER SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE PREPARED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


[Remainder
of Page Intentionally Left Blank.]


 






    


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	MARIZYME, INC.	 
	 	 
	By: 	/s/ David Barthel	 
	Name:  	David Barthel	 
	Title: 	Chief Executive Officer	 
	 	 	 
	Viner
    total investments fund	 
	 	 
	By:	 /s/ Cheng Wan Wing	 
	Name: 	Cheng Wan Wing	 
	Title: 	Director