Exhibit 10.1


  


 


SECOND
AMENDED CONSENT AND LIMITED WAIVER TO BOARD


REPRESENTATION AND STANDSTILL AGREEMENT


 


 


This
Second Amended Consent and Limited Waiver to the Board Representation and Standstill Agreement is delivered by CCUR Holdings,
Inc. (formerly Concurrent Computer Corporation), a Delaware corporation (the “Company”), on April 25, 2018
to JDS1, LLC, a Delaware limited liability company (the “Investor”) and Julian D. Singer, in his individual
capacity (the “Investor Affiliate,” and together with the Investor, the Investor Affiliate, and the Affiliates
and Associates of each of the foregoing, the “Investor Group”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Board Representation and Standstill Agreement dated as of August 29, 2016 by and among
the Company, the Investor, the Investor Affiliate, and Wayne Barr in his individual capacity (the “Standstill Agreement”).


  


The Company acknowledges
receipt of a request from the Investor and the Investor Affiliate to permit the Investor Group to acquire additional shares of
Common Stock of the Company in an amount that may result in the Investor Group’s beneficial ownership of up to 35.0% of
the outstanding shares of Common Stock of the Company. The Company hereby consents to the Investor Group’s acquisition of
such additional shares of Common Stock and agrees that, in the performance of its obligations under Section 4.2(a) of the Standstill
Agreement, the Company shall not deem the Investor, Investor Affiliate, or any of their respective Affiliates or Associates to
have effected a “Prohibited Transfer” as defined in the Company’s Restated Certificate of Incorporation, so
long as (i) the Investor, the Investor Affiliate, and any of their respective Affiliates or Associates collectively beneficially
own no more than 35.0% of the outstanding shares of Common Stock of the Company less the remaining shares of Common Stock that
the Company is authorized to purchase under its stock repurchase program as announced on March 5, 2018, pursuant to which the
Company is authorized to repurchase up to one million of its outstanding shares of Common Stock and (ii) any acquisition of Common
Stock by the Investor, the Investor Affiliate, or any of their respective Affiliates or Associates would not reasonably be expected
to actually limit the Company’s ability to utilize the NOLs.


 


This Second Amended Limited Waiver and Consent shall be subject
to the provisions of Section 4.2(b) of the Standstill Agreement and except as expressly set forth herein, the Company reserves
all rights set forth in the Standstill Agreement.


 


 


 


[Signature Page Follows] 



     


     


    




 


 


	 	CCUR Holdings, Inc.

                            

                            

                           By:
/s/ Wayne Barr, Jr.


Name:
Wayne Barr, Jr.


Title:
Executive Chairman, CEO & President 













 


ACKNOWLEDGED
BY:


 


JDS1,
LLC


 


 


By:
/s/ Julian Singer


Name:
Julian Singer


Title:
Manager


 


JULIAN
D. SINGER


 


 





/s/
Julian Singer


 







 


 


[Signature Page to Second
Amended Limited Consent and Waiver]