Esq. Uses in Notices Clause

Notices from Mortgage Loan Purchase Agreement

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of February 2, 2017, between Bank of America, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, (i) if to the Purchaser, addressed to Banc of America Merrill Lynch Commercial Mortgage Inc., One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III (with copies to W. Todd Stillerman, Esq., Assistant General Counsel & Director, Bank of America Merrill Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, facsimile number: (404) 736-2127, and Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, 24th Floor, Charlotte, North Carolina 28202, facsimile number: (704) 348-5200) (or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing), or (ii) if to Seller, addressed to Bank of America, National Association, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, email: leland.f.bunch@baml.com (with copies to W. Todd Stillerman, Esq., Assistant General Counsel & Director, Bank of America Merrill Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, email: william.stillerman@bankofamerica.com, and Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, 24th Floor, Charlotte, North Carolina 28202, facsimile number: (704) 348-5200) (or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing).

Notices from Mortgage Loan Purchase Agreement

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of February 2, 2017, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Banc of America Merrill Lynch Commercial Mortgage Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, (i) if to the Purchaser, addressed to Banc of America Merrill Lynch Commercial Mortgage Inc., One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III (with copies to W. Todd Stillerman, Esq., Assistant General Counsel & Director, Bank of America Merrill Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, facsimile number: (404) 736-2127, and Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, 24th Floor, Charlotte, North Carolina 28202, facsimile number: (704) 348-5200) (or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing), or (ii) if to Seller, addressed to Wells Fargo Bank, National Association, 301 South College St., Charlotte, North Carolina 28288, Attention: Bank of America Merrill Lynch Commercial Mortgage Trust 2017-BNK3, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK3 (with copies to Jeff D. Blake, Esq., Senior Counsel, Wells Fargo Law Department, D1053 300, 301 South College St., Charlotte, North Carolina, 28288 and Ross Stewart, Wells Fargo Bank, National Association, 333 Market Street, 17th Floor, San Francisco, California, telephone number: (415) 801-8505, and also by email to ross.l.stewart@wellsfargo.com) (or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing).

Notices from Warrant Agreement

WARRANT AGREEMENT, dated as of February 16, 2017 (this Agreement), by and among Immunomedics, Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the Warrant Agent).

Notices. Notices or demands authorized by this Agreement to be given or made (x) by the Warrant Agent or by any Holder to or on the Company, (y) by the Company or by any Holder to or on the Warrant Agent (with copies to the Purchaser, so long as the Purchaser holds any Warrants) or (z) by the Company or the Warrant Agent to any Holder (with copies to the Purchaser, so long as the Purchaser holds any Warrants), such notice shall be given in writing, (i) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt, or e-mail attachment, upon delivery, and will be delivered and addressed as follows (or at such other address for a party as shall be specified by like notice):

Notices from Warrant Agreement

WARRANT AGREEMENT, dated as of February 16, 2017 (this Agreement), by and among Immunomedics, Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the Warrant Agent).

Notices. Notices or demands authorized by this Agreement to be given or made (x) by the Warrant Agent or by any Holder to or on the Company, (y) by the Company or by any Holder to or on the Warrant Agent (with copies to the Purchaser, so long as the Purchaser holds any Warrants) or (z) by the Company or the Warrant Agent to any Holder (with copies to the Purchaser, so long as the Purchaser holds any Warrants), such notice shall be given in writing, (i) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt, or e-mail attachment, upon delivery, and will be delivered and addressed as follows (or at such other address for a party as shall be specified by like notice):

NOTICES from Waiver Agreement

THIS WAIVER AGREEMENT (the Agreement) dated as of February 14, 2017 which modifies certain rights with respect to Peter L. Briger, Jr., Wesley R. Edens, and Randal A. Nardone (the Principals) under the Amended and Restated Tax Receivable Agreement dated as of February 1, 2007 (the Tax Receivable Agreement), is hereby entered into by and among FIG Corp., a Delaware corporation (the Corporation), FIG Asset Co. LLC, a Delaware limited liability company (FIGA), the entities set forth on the signature pages hereto (together with all other Persons in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14 of the Tax Receivable Agreement, the Partnerships) and each of the Principals (collectively, the Parties). Capitalized terms that are used but not defined herein shall have the meaning given to such terms in the Tax Receivable Agreement.

NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service or delivery if served personally on the party to whom notice is to be given or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), (ii) on the day after delivery to Federal Express or similar overnight courier to the party as follows or (iii) on the date sent by e-mail of a portable document format (.pdf) document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient: if to the Corporation, FIGA or any Partnership: c/o Fortress Investment Group LLC 1345 Avenue of the Americas New York, NY 10105 Attention: David N. Brooks Facsimile: 212-789-6131 Email: dbrooks@fortress.com with a copy (which shall not constitute notice) to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119 Attention: Harvey Eisenberg, Esq. Facsimile: 212-310-8007 Email: harvey.eisenberg@weil.com and Weil, Gotshal & Manges LLP 200 Crescent Court Suite 300 Dallas, TX 75201 Attention: James R. Griffin, Esq. Facsimile: 214-746-7777 Email: james.griffin@weil.com if to Peter L. Briger, Jr.: Peter L. Briger, Jr. c/o Fortress Investment Group ATTN: Michael Hourigan

Notices from Amended and Restated Subordination Agreement

THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT ("Agreement"), dated as of February 13, 2017 is made by and among the undersigned (collectively the "Subordinated Creditors"), Sabby Healthcare Master Fund, Ltd. ("SHMF"), Sabby Volatility Master Fund Ltd. ("SVMF," and together with SHMF, "Sabby"), and Dillon Hill Capital, LLC ("Dillon Hill," and collectively with Sabby and each of their participants, successors and assigns, Dillon Hill and Sabby are sometimes referred to herein as the "Senior Lenders", and together with the Subordinated Creditors, the "Parties"). For all purposes herein, the "Borrower" means RiceBran Technologies, a California corporation.

Notices. Any notice or other communication required or permitted to be given or made under this Agreement (i) shall be in writing, (ii) may be delivered by hand delivery, First Class U.S. Mail (regular, certified, registered or expedited delivery), FedEx, UPS Overnight, Airborne or other nationally recognized delivery service, fax, or electronic transmission, and (iii) shall be delivered or transmitted to the appropriate address as set forth herein. Each notice or other communication shall be delivered or addressed to a party at its address set forth below. A party's address for notice may be changed from time to time by notice given to the other party. If to the Subordinated Creditors: Gregory J. Vislocky 7700 NE Parkway Drive, Suite 300 Vancouver, WA 98662 Fax:(360) 823-0126 Brian Rick Delamarter 3396 Stoneridge Lane Los Angeles, CA 90077 Harold Guy Delamarter 7700 NE Parkway Drive, Suite 300 Vancouver, WA 98662 Fax:(360) 823-0126 The Shoshana Shapiro Halpern Revocable Trust UA June 13, 2006 20900 NE 30th Ave, Suite 200 Aventura, FL 33180 Attention: Baruch Halpern Weintraub Partners 400 Capitol Mall, 11th Floor Sacramento, CA 95814 Attention: Chris Chediak, Esq. Facsimile: (916) 446-1611 W. John Short and Karen A Wilson c/o RiceBran Technologies 6720 N. Scottsdale Road, Suite 390 Scottsdale, AZ 85253 Pensco Trust Co., FBO Baruch Halpern IRA 20900 NE 30th Ave, Suite 200 Aventura, FL 33180 Attention: Baruch Halpern

Notices from Purchase Agreement

THIS JV INTERESTS PURCHASE AGREEMENT (this Agreement) is made and entered into and effective as of the 15th day of February, 2017 by and among Realogy Services Venture Partner LLC, a Delaware limited liability company (Seller), PHH Broker Partner Corporation, a Maryland corporation (Buyer), and PHH Corporation, a Maryland corporation (PHH, and together with Buyer, the PHH Parties). Each of Seller, Buyer and PHH is referred to as a Party and, collectively, the Parties.

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder will be in writing and sent by facsimile, by electronic mail, by nationally recognized overnight courier service or by registered mail and will be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via electronic mail at the email address specified in this Section 7.5 or facsimile at the facsimile telephone number specified in this Section 7.5, in either case, prior to 5:00 p.m. (New York City time) on a Business Day and, in each case, a copy is sent on such Business Day by nationally recognized overnight courier service, (b) the Business Day after the date of transmission, if such notice or communication is delivered via electronic mail at the email address specified in this Section 7.5 or facsimile at the facsimile telephone number specified in this Section 7.5, in each case, later than 5:00 p.m. (New York City time) on any date and earlier than 12 midnight (New York City time) on the following date and a copy is sent no later than such date by nationally recognized overnight courier service, (c) when received, if sent by nationally recognized overnight courier service (other than in the cases of clauses (a) and (b) above), or (d) upon actual receipt by the Party to whom such notice is required to be given if sent by registered mail. The address for such notices and communications will be as follows. If to Seller c/o Realogy Holdings Corp. 175 Park Avenue Madison, New Jersey 07940 Attention: General Counsel Facsimile No.: 973-407-6685 with copies (which will not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Attention: Thomas W. Greenberg, Esq. Email: Thomas.greenberg@skadden.com Facsimile No.: 917-777-7886 If to the PHH Parties, to: c/o PHH Corporation 3000 Leadenhall Road Mt. Laurel, NJ 08054 Attention: General Counsel Facsimile No.: 856-917-7295 with copies (which will not constitute notice) to: Jones Day 250 Vesey Street New York, New York 10281 Attention: Jeffrey Symons Email: jsymons@jonesday.com Facsimile No.: (212) 755-7306

NOTICES from Waiver Agreement

THIS WAIVER AGREEMENT (the Agreement) dated as of February 14, 2017 which modifies certain rights with respect to Peter L. Briger, Jr., Wesley R. Edens, and Randal A. Nardone (the Principals) under the Amended and Restated Tax Receivable Agreement dated as of February 1, 2007 (the Tax Receivable Agreement), is hereby entered into by and among FIG Corp., a Delaware corporation (the Corporation), FIG Asset Co. LLC, a Delaware limited liability company (FIGA), the entities set forth on the signature pages hereto (together with all other Persons in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14 of the Tax Receivable Agreement, the Partnerships) and each of the Principals (collectively, the Parties). Capitalized terms that are used but not defined herein shall have the meaning given to such terms in the Tax Receivable Agreement.

NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service or delivery if served personally on the party to whom notice is to be given or sent by facsimile transmission (provided confirmation of facsimile transmission is obtained), (ii) on the day after delivery to Federal Express or similar overnight courier to the party as follows or (iii) on the date sent by e-mail of a portable document format (.pdf) document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient: if to the Corporation, FIGA or any Partnership: c/o Fortress Investment Group LLC 1345 Avenue of the Americas New York, NY 10105 Attention: David N. Brooks Facsimile: 212-789-6131 Email: dbrooks@fortress.com with a copy (which shall not constitute notice) to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119 Attention: Harvey Eisenberg, Esq. Facsimile: 212-310-8007 Email: harvey.eisenberg@weil.com and Weil, Gotshal & Manges LLP 200 Crescent Court Suite 300 Dallas, TX 75201 Attention: James R. Griffin, Esq. Facsimile: 214-746-7777 Email: james.griffin@weil.com if to Peter L. Briger, Jr.: Peter L. Briger, Jr. c/o Fortress Investment Group ATTN: Michael Hourigan

Notices from Voting Trust Agreement

This voting trust agreement (the "Agreement) is made on February 13, 2017, between BTHC X, Inc. a corporation organized under the laws of Delaware ("Pubco"), George Syllantavos, in his capacity as the Pubco Representative under the Contribution Agreement (the "Pubco Representative"), Ramada Holdings, Inc., a company formed under the laws of the Marshall Islands, in its capacity under the Contribution Agreement as the "Pubco Majority Shareholder", Stocksfield Limited, a company formed under the laws of England and Wales ("Stocksfield"), Lexalytics, Inc., a Massachusetts corporation ("Lex", and together with Stocksfield, the "Contributors"), Mark Thompson, in his capacity as the "Contributor Representative," and Securities Transfer Corporation, a Texas corporation having an address at 2901 N. Dallas Parkway, Suite 380, Plano Texas 75093, as the Trustee as set forth herein. Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Con

Notices. Except to the extent expressly set forth herein, all notices and communications hereunder shall be in writing and shall be deemed to be given if (a) delivered personally, (b) sent by facsimile or email (with affirmative confirmation of receipt), (c) sent by recognized overnight courier that issues a receipt or other confirmation of delivery or (d) sent by registered or certified mail, return receipt requested, postage prepaid to the parties as follows: If to the Pubco Representative, to: George Syllantavos 2 Argyrokastrou Street Voula 16673, Athens, Greece Fax: +30 210 8992896 Email: gs.nautilus@yahoo.com with a copy to (which shall not constitute notice): Loeb & Loeb LLP 345 Park Avenue, New York, New York 10154 Fax: 212 937-3943 Email: gcaruso@loeb.com Attn: Giovanni Carouso If to iOra, Stocksfield, the Contributor Representative or Pubco, then to: Stocksfield Limited FAO: Mark Thompson First Floor 1-3 Chapel Street Guildford GU1 3UH United Kingdom Email: mark.thompson@stocksfield.com with a copy to (which shall not constitute notice): Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 Attn: Sarah Williams, Esq. Email: Swilliams@egsllp.com Fax: (212) 370-7889 If to Lexalytics, to: Lexalytics, Inc. 6th Floor, 320 Congress Street, Boston, MA 02210 Email: jeff.catlin@lexalytics.com Attn: Jeff Catlin

Notices from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated this 8th day of February, 2017, by and between VIKING THERAPEUTICS, INC., a Delaware corporation (the "Company"), and PoC Capital, LLC, a California limited liability company (the "Purchaser").

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (c) one calendar day (excluding Saturdays, Sundays, and national banking holidays in the United States) after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Viking Therapeutics, Inc. 12340 El Camino Real, Suite 250 San Diego, California 92130 Attn: Brian Lian, Ph.D. With a copy (which shall not constitute notice) to: Paul Hastings LLP 4747 Executive Drive, 12th Floor San Diego, CA 92121 Facsimile: 858-458-3122 Attn: Jeffrey Hartlin, Esq. If to the Purchaser: PoC Capital, LLC2995 Woodside Rd., Suite 400-121 Woodside, CA 94062 Attn: Daron Evans or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change.