Notices from Investor Rights Agreement
This Investor Rights Agreement (this Agreement) is made as of May 22, 2017 (the Effective Date), between Superior Industries International, Inc., a Delaware corporation (the Company), and TPG Growth III Sidewall, L.P. (the Investor).
Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid, return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the Company and the Investor at the addresses set forth below. Notices shall be deemed to have been given hereunder when delivered personally, three days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. If, to the Company, to: Superior Industries International, Inc. 26600 Telegraph Road, Suite 400 Southfield, Michigan 48033 Telephone: (248) 234-7042 Facsimile: (248) 352-6989 Email: firstname.lastname@example.org Attention: Kerry A. Shiba With a copy to (which copy alone shall not constitute notice): Winston & Strawn LLP 35 W. Wacker Drive Chicago, IL 60601-9703 Telephone: (312) 558-5723 Facsimile: (312) 558-5700 Email: email@example.com Attention: Bruce A. Toth, Esq. If, to the Investor, to: TPG Growth III Sidewall, L.P. 301 Commerce Street Suite 3300 Fort Worth, TX 76102 Facsimile: (817) 871-4001 Email: firstname.lastname@example.org email@example.com Attention: Office of General Counsel c/o Mark Robilotti
Notices from Dealer Manager Agreement
This Dealer Manager Agreement (this "Agreement"), dated as of May 19, 2017 is entered into by and among TriLinc Global Impact Fund, LLC, a Delaware limited liability company (the "Issuer"), TriLinc Advisors, LLC, a Delaware limited liability company, in its capacity as advisor to the Issuer (the "Advisor"), and SC Distributors, LLC, a Delaware limited liability company (the "Dealer Manager"). The Issuer, the Advisor and the Dealer Manager are collectively referred to herein as "Parties" and each as a "Party."
Notices. Any notice, approval, request, authorization, direction or other communication required or permitted under this Agreement shall be in writing and shall be deemed given (a) when delivered personally or via commercial messenger, (b) on the first (1st) business day after deposit with a nationally recognized overnight delivery service, (c) on the fifth (5th) business day after deposit in the United States mail, properly addressed and stamped with the required postage, registered or certified mail, return receipt requested, or (d) when transmitted by facsimile or email, provided confirmation of receipt is received by sender and such notice is sent by an additional method provided hereunder, in each case to the intended recipient at the address set forth below. If to Dealer Manager: SC Distributors, LLC 695 Town Center Drive, Suite 600 Costa Mesa, CA 92626 Attention: Patrick Miller, President E-mail: firstname.lastname@example.org with a copy to (which shall not constitute notice under this Agreement): Morris, Manning & Martin, LLP 1600 Atlanta Financial Center 10739013 v20 3343 Peachtree Road, N.E. Atlanta, Georgia 30326 Attention: Heath D. Linsky, Esq. Facsimile: (404) 365-9532 E-mail: email@example.com If to the Issuer or the Advisor: TriLinc Global Impact Fund, LLC 1230 Rosecrans Avenue, Suite 605 Manhattan Beach, California 90266 Attention: Gloria Nelund, Chairman and Chief Executive Officer E-mail: GNelund@trilincglobal.com with a copy to (which shall not constitute notice under this Agreement): Greenberg Traurig, LLP MetLife Building 200 Park Avenue New York, New York 10166 Facsimile: (212) 801-6400 Attention: Judith D. Fryer, Esq. E-mail: firstname.lastname@example.org Any Party may change its address specified above by giving the other Parties notice of such change in accordance with this Section 13.
NOTICES from Supply Agreement
This Supply Agreement ("Agreement") is entered into on May 10, 2017 by and between Healthy Life Pets, LLC, a limited liability company organized and existing under the laws of Wyoming, having its registered office at 668 North Coast Hwy, #414, Laguna Beach, CA 92651 ("HLP," hereinafter referred to as "Seller"); and Dr. Geoff's by PetLife, Inc. ("DGPL," hereinafter referred to as "Buyer"), a company organized and existing under the laws of Maryland, which is a wholly-owned subsidiary of PetLife Pharmaceutics, Inc., a company organized and existing under the laws of Nevada, having its registered office at 38 West Main Street, Hancock, MD 21750 ("PTLF"); also referred to hereinafter individually as "Party" and collectively as the "Parties."
NOTICES. All notices, requests, demands and other communications shall be in writing (including fax) in the English language and shall be addressed as follows (or to such other address as notified in writing by one party to the other party): If to Buyer to: Dr. Geoff's by PetLife, Inc. Attn: CEO 38 West Main Street Hancock, MD 21750 With a copy to: Lance Brunson, Esq. (location) values">Esq. Brunson Chandler & Jones PLLC 175 S. Main Street, Suite 1410 Salt Lake City, UR 84111 If to Seller to: Healthy Life Pets, LLC 668 North Coast Hwy., #414 Laguna Beach, CA 92651 With a copy to: _________________________ _________________________ _________________________
Notices from Undertaking Agreement
THIS VOTING AND UNDERTAKING AGREEMENT (this "Agreement" or this "Undertaking") is made as of May 21st, 2017, by and among Can-Fite BioPharma Ltd. (the "Shareholder"), Wize Pharma Ltd., a company established under the laws of the State of Israel (the "Company"), and OphthaliX Inc., a Delaware corporation ("OPLI").
Notices. Any notice or communication must be in writing and will be deemed given: (i) when delivered if delivered personally (including by courier); (ii) on the third (3rd) Business Day after mailing, if mailed, postage prepaid, by registered or certified mail (return receipt requested); (iii) on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time, place, and recipient of delivery; or (iv) upon receipt if sent by e-mail or fax with electronic or telephonic confirmation of receipt. For purposes of notice, the addresses of the Parties shall be: If to the Shareholder: Can-Fite BioPharma Ltd. 10 Bareket Street KiryatMatalon P.O. Box 7537 Petach Tikva, 4951778 Israel Attention: Pnina Fishman, CEO and Chairman Telephone: +972-3-924-1114 Facsimile: +972-3-924-9378 Email: Pnina@canfite.co.il If to OPLI (before the Closing): OphthaliX Inc. 10 Bareket Street Petach Tikva, 4951778 Israel Attention: Pnina Fishman, CEO and Chairman Telephone: +972-3-924-1114 Facsimile: +972-3-924-9378 Email: Pnina@canfite.co.il with required copies to (which will not constitute notice): Doron Tikotzky Kantor Gutman Cederboum &Co. 7 Metsada Street, BSR 4 Tower Bnei Brka, Israel Attention: Ronen Kantor, Adv. Telephone: +972-3-6133371 Facsimile: +972-3-6133372 Email: email@example.com McDermott Will & Emery LLP 340 Madison Avenue New York, NY 10173-1922 Attention: Gary Emmanuel, Esq. (location) values">Esq. Tel +1 212 547 5541 Fax +1 212 547 5444 Email: Gemmanuel@mwe.com
Notices from Standstill Agreement
This STANDSTILL AGREEMENT (this "Agreement") is made and entered into as of May 19, 2017, among Senomyx, Inc., a Delaware corporation (the "Company"), on the one hand, and each of Barry A. Igdaloff, VCM Group LLC, Lee D. Keddie, Benjamin E. Large, Gus D. Halas, David W. Pointer, Mark D. Stolper, and Charles M. Gillman (collectively, "CSNS"), on the other hand. The Company and CSNS are each referred to herein as a "Party" and collectively, as the "Parties."
Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered by hand, with written confirmation of receipt; one day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt: If to the Company: with a copy (which shall not constitute notice) to: Senomyx, Inc. 4767 Nexus Centre Drive San Diego, California 92121 Attention: General Counsel Vinson & Elkins L.L.P. 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Attention: Kai H. Liekefett, Esq. (location) values">Esq., Lawrence S. Elbaum, Esq., Shaun J. Mathew, Esq. Facsimile: 212.237.0100 If to CSNS: with a copy (which shall not constitute notice) to: 1223 Wilshire Blvd. #648 Santa Monica, CA 90403-5406 Attention: Charles M. Gillman Frederic Dorwart, Lawyers PLLC Old City Hall 124 East Fourth Street Tulsa, OK 74103-5027 Attention: Frederic Dorwart, Esq., Karen Mintz, Esq. Facsimile: 918.583.8251
Notices from Limited Forbearance Agreement
This LIMITED FORBEARANCE AGREEMENT (this "Agreement"), dated as of May 2, 2017 (the "Effective Date"), is by and among Energy One, LLC, a Wyoming limited liability company ("Borrower"), U.S. Energy Corp., a Wyoming corporation and the parent of the Borrower ("Guarantor," and together with Borrower, "Obligors"), the Lender (as defined below) party hereto, and APEG Energy II, L.P., a Texas limited partnership, as administrative agent (in such capacity, "Administrative Agent") for Lender.
Notices. All notices, requests, demands and other communications under this Agreement will be given in accordance with the provisions of the Credit Agreement, except that notices to Administrative Agent shall be given to the following: APEG Energy II, L.P. 3305 Northland Dr. Suite 101 Austin, TX 78731 Attention: Paul Haarman Email: firstname.lastname@example.org With a copy to: Tacey Goss PS 330 - 112th Avenue NE, Suite 301 Bellevue, WA 98004 Attention: S. Shawn Tacey, Esq. (location) values">Esq. Email: email@example.com
Notices from At Market Issuance Sales Agreement
Galectin Therapeutics Inc., a Nevada corporation (the Company), confirms its agreement (this Agreement), with FBR Capital Markets & Co. (FBR), as follows:
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to FBR, shall be delivered to: FBR Capital Markets & Co. 1300 North 17th Street Suite 1400 Arlington, Virginia 22209 Attention: Legal Department Telephone: (703) 312-9500 Email: firstname.lastname@example.org with a copy to: Duane Morris LLP One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, New Jersey 07102-5429 Attention: James T. Seery Telephone: (973) 424-2088 Email: email@example.com and if to the Company, shall be delivered to: Galectin Therapeutics Inc. 4960 Peachtree Industrial Blvd., Suite 240 Norcross, GA 30071 Attention: Jack W. Callicutt Telephone: (470) 299-4724 Email: firstname.lastname@example.org with a copy to: Dentons LLP 303 Peachtree Street, NE Suite 5300 Atlanta, Georgia 30308 Attention: Robert Tritt, Esq. Telephone: (404) 527-8130 Email: email@example.com Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed received (i) when delivered personally, by email, or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, Business Day shall mean any day on which the Exchange and commercial banks in the City of New York are open for business. An electronic communication (Electronic Notice) shall be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (Nonelectronic Notice) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.
Notices from Building Loan Agreement
THIS BUILDING LOAN AGREEMENT (as amended, modified or supplemented from time to time, Agreement), dated as of the 15th day of February, 2017, by and between (i) EAGLEBANK (the Lender), and (ii) COMSTOCK SIXTH STREET, LLC, a Virginia limited liability company (the Borrower), recites and provides:
Notices. All notices, requests, demands and other communication with respect hereto shall be in writing and shall be delivered by hand, prepaid by Federal Express (or a comparable overnight delivery service), or sent by the United States first-class mail, certified, postage prepaid, return receipt requested, to the parties at their respective addresses set forth as follows: If to the Lender, to: EAGLEBANK 7815 Woodmont Avenue Bethesda, MD 20814 Attn: Kenneth L. Gray, Senior Vice President With a copy to: Friedlander Misler, PLLC 5335 Wisconsin Avenue, N.W., Suite 600 Washington, D.C. 20015 Attn: Leonard A. Sloan, Esq. If to the Borrower, to: Comstock Sixth Street, LLC c/o Comstock Holding Companies, Inc. 1886 Metro Center Drive, 4th Floor Reston, VA 20190 Attn: Christopher Clemente With a copy to: Comstock Sixth Street, LLC c/o Comstock Holding Companies, Inc. 1886 Metro Center Drive, 4th Floor Reston, VA 20190 Attn: Jubal Thompson, Esq. Any notice, request, demand or other communication delivered or sent in the manner aforesaid shall be deemed given or made (as the case may be) upon the earliest of (a) the date it is actually received, (b) on the business day after the day on which it is delivered by hand, (c) on the business day after the day on which it is properly delivered by Federal Express (or a comparable overnight delivery service), or (d) on the third (3rd) business day after the day on which it is deposited in the United States mail. Any party may change such partys address by notifying the other parties of the new address in any manner permitted by this Section.
Notices from Warrant Certificate
The Warrant certificates will each be in the form attached hereto with the applicable terms for exercise and acceleration for each respective class of Warrants to be completed pursuant to the description of the Warrants contained in the Subscription Agreement.
Notices. Any notice, demand or delivery authorized by this Warrant Certificate shall be in writing and shall be given to the Holder or the Company, as the case may be, at its address (or telecopier number) set forth below, or such other address (or telecopier number) as shall have been furnished to the party giving or making such notice, demand or delivery: If to the Company: TIMBERLINE RESOURCES CORPORATION 101 East Lakeside Avenue Coeur dAlene, ID 83814 Attn: Steven Osterberg, CEO Fax: 208-664-4860 With a copy to: Dorsey & Whitney LLP 1400 Wewatta Street Suite 400 Denver, CO 80202-5549 Fax: 303-629-3450 Attention: Jason K. Brenkert, Esq. (location) values">Esq. If to the Holder: at the address set forth on the last page of this Warrant. Each such notice, demand or delivery shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified herein and the intended recipient confirms the receipt of such telecopy or (ii) if given by any other means, when received at the address specified herein.
Notices from Employment Agreement
THIS EMPLOYMENT AGREEMENT (this "Agreement") by and between GALAXY GAMING, INC., a Nevada corporation ("Employer"), and Harry Hagerty ("Employee" and, together with Employer, the "Parties") is entered into on May 1, 2017, and made effective for all purposes as of May 1, 2017 (the "Effective Date").
Notices. Any notice, requests, demands and other communications to be given to a party in connection with this Agreement shall be in writing addressed to such party in person or at such party's "Notice Address," which shall initially be as set forth below: If to Employer: GALAXY GAMING, INC. 6767 Spencer Street Las Vegas, Nevada 89119 Attn: CEO with a copy to (which shall not constitute notice): Kirton McConkie, PC50 E. South Temple, Suite 400Salt Lake City, Utah 84111Attn: Alexander N. Pearson, Esq. (location) values">Esq. If to Employee: Harry Hagerty[address on file with Employer] A party's Notice Address may be changed or supplemented from time to time by such party by notice thereof to the other party as herein provided. Any such notice shall be deemed effectively given to and received by a party on the first to occur of (a) the date on which such notice is actually delivered (whether by mail, courier, hand delivery, electronic or facsimile transmission or otherwise) to such party's Notice Address and addressed to such party, if such delivery occurs on a business day, or if such delivery occurs on a day which is not a business day, then on the next business day after the date of such delivery, (b) upon personal delivery to the party to be notified, or (c) the date on which such notice is actually received by such party (or, in the case of a party that is not an individual, actually received by the individual designated in the Notice Address of such party). For purposes of the preceding sentence, a "business day" is any day other than a Saturday, Sunday or U.S. federal public legal holiday.