Esq Uses in Notices Clause

Notices from Purchase Agreement

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of April 25, 2017 (the Base Indenture), among the Company, the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the Trustee), and the First Supplemental Indenture, to be dated as of April 25, 2017, among the Company, the Guarantors and the Trustee (the Supplemental Indenture and, together with the Base Indenture, the Indenture). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the Depositary).

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows: If to the Initial Purchasers: Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Facsimile: (212) 901-7897 Attention: High Yield Legal Department with a copy to: Latham & Watkins LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 Facsimile: (202) 637-2201 Attention: Rachel W. Sheridan, Esq. If to the Company or the Guarantors: Booz Allen Hamilton Inc. 8283 Greensboro Drive McLean, Virginia 22102 Facsimile: (703) 902-3335 Attention: Chief Financial Officer with copies to: Booz Allen Hamilton Inc. 8283 Greensboro Drive McLean, Virginia 22102 Facsimile: (703) 902-3335 Attention: Chief Legal Officer and: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Facsimile: (212) 521-7334 Attention: Matthew Kaplan Any party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others.

Notices from Settlement Agreement

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of April 19, 2017, among Ecology and Environment, Inc., a New York corporation (the Company), on the one hand, and Mill Road Capital II, L.P., a Delaware limited liability partnership, Mill Road Capital II GP LLC, a Delaware limited liability company, Mill Road Capital Management LLC, a Delaware limited liability company, and Justin C. Jacobs (collectively, Mill Road), on the other hand. The Company and Mill Road 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; upon sending if sent by facsimile to the facsimile numbers below, with electronic confirmation of sending; one (1) 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: Ecology and Environment, Inc. 368 Pleasant View Drive Lancaster, NY Attention: Legal Department Facsimile: 716-684-0844 If to Mill Road: Mill Road Capital Management LLC 382 Greenwich Avenue, Suite One Greenwich, Connecticut 06830 Attention: Justin Jacobs Facsimile: 203 621-3280 with a copy (which shall not constitute notice) to: Vinson & Elkins L.L.P. 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Attention: Kai H. Liekefett, Esq., Lawrence S. Elbaum, Esq. Facsimile: 212.237.0100 with a copy (which shall not constitute notice) to: Foley Hoag LLP 155 Seaport Boulevard Boston, MA 02210 Attention: Paul Bork, Esq. Facsimile: 617 832-7000

Notices from Cooperation Agreement

This COOPERATION AGREEMENT (this "Agreement") is made and entered into as of April 21, 2017, among Fred's, Inc., a Tennessee corporation (the "Company"), on the one hand, and Alden Global Capital LLC, a Delaware limited liability company, Strategic Investment Opportunities LLC, a Delaware limited liability company, and Heath B. Freeman (collectively, "Alden"), on the other hand. The Company and Alden 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; upon sending if sent by facsimile to the facsimile numbers below, with electronic confirmation of sending; 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: Fred's, Inc. 4300 New Getwell Road Memphis, Tennessee 38118 Attention: General Counsel Facsimile: 901.366.6772 with a copy (which shall not constitute notice) to: 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. Facsimile: 212.237.0100 If to Alden: Alden Global Capital LLC 885 Third Avenue New York, New York 10022 Attention: Heath Freeman Facsimile: 212.751.9501 with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Steve Wolosky, Esq., Andrew M. Freedman, Esq. Facsimile: 212.451.2222

Notices from Placement Agency Agreement

Introduction. Subject to the terms and conditions herein (this Agreement), Marathon Patent Group, Inc., a Nevada corporation (the Company), hereby agrees to sell up to an aggregate of $2,660,000 of registered and unregistered securities of the Company, including, but not limited to, 3,800,000 shares of common stock (the Shares), par value $0.0001 per share (the Common Stock), and Common Stock purchase warrants to purchase up to an aggregate of 2,280,000 shares of Common Stock (the Warrants and, together with the Shares, the Securities) directly to various investors (each, an Investor and, collectively, the Investors) through Aegis Capital Corp. (the Placement Agent and, each, a Placement Agent), as placement agent. The Shares shall be offered and sold under the Companys registration statement on Form S-3 (File No. 333-198569) with respect to the Shares and pursuant to Section 4(a)(2) under the Securities Act (as hereinafter defined), with respect to the Warrants. The documents execute

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Placement Agent to the address set forth above, attention: David Bocchi, Facsimile: (212) 813-1047 With a copy to: Zysman, Aharoni, Gayer and Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Facsimile: (212) 660-3001 Attention: Oded Har-Even, Esq. (location) values">Esq. If to the Company: Marathon Patent Group, Inc. 11100 Santa Monica Blvd., Ste. 380 Los Angeles, CA 90025 Attention: Chief Financial Officer Facsimile No.: (703) 224-8801 With a copy to: Sichenzia Ross Ference Kesner LLP 61 Broadway, 32nd Floor New York, NY 10006 Facsimile: (212)980-5192 Attention: Harvey Kesner, Esq. Any party hereto may change the address for receipt of communications by giving written notice to the others.

Notices from Employment and Non Competition Agreement

THIS FIRST AMENDMENT of the EMPLOYMENT AND NON-COMPETITION AGREEMENT (this Agreement) is entered into effective as of April 17, 2017 (the Effective Date), by and between CPI Card Group Inc., a Delaware corporation which was formerly known as CPI Acquisition, Inc. (the Company) and Steve Montross, an individual (the Employee).

Notices. All notices and other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given when delivered in person or when dispatched by telegram or electronic facsimile transfer (confirmed in writing by mail simultaneously dispatched) or one business day after having been dispatched by a nationally recognized overnight courier service to the appropriate party at the address specified below: If to the Company: CPI Card Group Inc. 10026 West San Juan Way, Suite 200 Littleton, CO 80127 Fax: (303) 973-8420 Attention: Chief Human Resources Officer With copy to: Winston & Strawn LLP 35 West Wacker Drive Chicago, IL 60601 Fax: (312) 558-5700 Attention: Andrew McDonough, Esq. (location) values">Esq. If to Employee, at the address of Employee as set forth on the signature page hereto.

Notices from Mortgage Loan Purchase Agreement

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of April 5, 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 Wells Fargo Commercial Mortgage Securities, 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, if to the Purchaser, addressed to the Purchaser at 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra (with copies to the attention of Jeff D. Blake, Esq. (location) values">Esq., Senior Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288), or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing; or, if to the Mortgage Loan 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 Joshua Yablonkski, Esq., Katten Muchin Rosenman LLP, 550 South Tryon Street, 29th Floor, Charlotte, North Carolina 28202, facsimile number: (704) 444-2050); or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.

Notices from Escrow Agreement

THIS ESCROW AGREEMENT (this Agreement) is made and entered into as of , 2017, by and among Jaguar Animal Health, Inc., a Delaware corporation, (Jaguar), Nantucket Investments Limited, a company organized under the laws of Guernsey (Nantucket and, together with Jaguar, sometimes referred to individually as a Party and collectively as the Parties), and Citibank, National Association, as escrow agent (the Escrow Agent). Capitalized terms not defined herein shall have the meanings assigned to them in that certain Investor Rights Agreement, dated as of March 31, 2017 (as may be amended from time to time, the Investor Rights Agreement), by and between Jaguar and Nantucket.

Notices. All notices, requests, demands and other communications required under this Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) on the day of transmission if sent by electronic mail (e-mail) with a signed PDF attachment to the e-mail address given below, and written confirmation of receipt is obtained promptly after completion of the transmission, (iv) by overnight delivery with a reputable national overnight delivery service, or (v) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States Mail. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. if to Nantucket, then to: Nantucket Investments Limited Regency Court Glategny Esplanade St. Peter Port Guernsey GY1 1WW Attention: Mark Woodall Telephone No.: +44 1481 723450 Facsimile No.: +44 1481 716868 Email: with a copy (which shall not constitute notice) to: Klee, Tuchin, Bogdanoff & Stern LLP 1999 Avenue of the Stars 39th Floor Los Angeles, CA 90067 Attention: Lee Bogdanoff / Justin Yi Telephone No.: (310) 407-4000 Facsimile No.: (310) 407-9090 Email: lbogdanoff@ktbslaw.com / jyi@ktbslaw.com or, if to Jaguar, then to: Jaguar Animal Health, Inc. 201 Mission Street, Suite 2375 San Francisco, CA 94105 Telephone No.: (415) 371-8300 Facsimile: (415) 371-8311 Attn: Lisa A. Conte, President and CEO E-mail: lconte@jaguaranimalhealth.com with a copy (which shall not constitute notice) to: Reed Smith LLP 101 Second Street, Suite 1800 San Francisco, CA 94105 Telephone No.: (415) 659-5989 Facsimile No.: (415) 391-8269 Attn: Donald C Reinke, Esq. (location) values">Esq. E-mail: dreinke@reedsmith.com or, if to the Escrow Agent, then to: Citibank, N.A. Citi Private Bank One Sansome Street, 23rd Floor San Francisco, CA 94105 Attn: Claude Acoba Phone: 415- 627-6424 Fax: 415-592-5584 E-mail: Claude.Acoba@citi.com Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to the foregoing clause (c) or (d) of this Section 12, such communications shall be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate.

NOTICES from Purchase and Sale Agreement

NOTICES. Except as may be otherwise provided in this Agreement, all notices, demands, requests or other communications required or permitted to be given under this Agreement must be delivered to the following addresses (a) personally, by hand delivery, whereby delivery is deemed to have occurred at the time of delivery; (b) by Federal Express or a similar internationally recognized overnight courier service, whereby delivery is deemed to have occurred the business day following deposit with the courier during courier's business hours; or (c) by email, provided that the transmission is completed no later than 5:00 p.m. Arizona time on a business day and a confirmation copy is delivered within one (1) business day thereafter by the method set forth in clause (a) or (b) of this Section 14, whereby delivery is deemed to have occurred on the business day on which electronic transmission is completed. If to Seller or Parent: c/o IMH Financial Corporation7001 North Scottsdale Road, Suite 2050Scottsdale, Arizona 85253Attn: Lawrence D. BainEmail: ldb@imhfc.comwith a copy to: IMH Financial Corporation7001 North Scottsdale Road, Suite 2050Scottsdale, Arizona 85253Attn: Legal DepartmentEmail: legal@imhfc.comIf to Purchaser: c/o DiamondRock Hospitality Company 3 Bethesda Metro Center, Suite 150039Bethesda, MD 20814Attn: Chief Investment OfficerEmail: troy.furbay@drhc.comwith a copy to: c/o DiamondRock Hospitality Company 3 Bethesda Metro Center, Suite 1500Bethesda, MD 20814Attn: General CounselEmail: bill.tennis@drhc.comand with a copy to: Arnold & Porter Kaye Scholer LLP601 Massachusetts Avenue, NWWashington, DC 20001Attn: Michael D. Goodwin, Esq. (location) values">Esq.Email: michael.goodwin@apks.comNotice given by counsel to a party to this Agreement shall be considered notice given by such party. Any party to this Agreement or its counsel may designate a different address for itself by notice given in the manner set forth above.

Notices from Standstill Agreement

THIS STANDSTILL AGREEMENT (the "Agreement"), dated this 11th day of April 2017, is by and among Delanco Bancorp, Inc. (the "Company"), Stilwell Activist Fund, L.P. ("Activist Fund"), Stilwell Activist Investments, L.P. ("Activist Investments"), Stilwell Partners, L.P. ("Stilwell Partners"), Stilwell Value LLC ("Stilwell Value"), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Partners, and Stilwell Value, the "Stilwell Group," and each individually, a "Stilwell Group Member"), and Corissa J. Briglia, an individual (the "Nominee").

Notices. All notices, communications and deliveries required or permitted by this Agreement shall be made in writing signed by the party making the same, shall specify the Section of this Agreement pursuant to which it is given or being made and shall be deemed given or made (a) on the date delivered if delivered by telecopy or in person, (b) on the third Business Day after it is mailed if mailed by registered or certified mail (return receipt requested) (with postage and other fees prepaid), or (c) on the day after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as follows: Stilwell Group: Megan Parisi 111 Broadway, 12th Floor New York, New York 10006 Facsimile: 212-269-2675 With a copy to: E. J. Borrack, Esq. (location) values">Esq. c/o The Stilwell Group 111 Broadway, 12th Floor New York, New York 10006 Facsimile: 212-269-2675 Nominee: Corissa J. Briglia 111 Broadway, 12th Floor New York, New York 10006 Facsimile: 212-269-2675

Notices from Restructuring Support Agreement

This RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto, as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of April 9, 2017, is entered into by and among (a) Nuverra Environmental Solutions, Inc. (Nuverra) and Heckmann Water Resources Corporation, Heckmann Water Resources (CVR) Inc., 1960 Well Services, LLC, HEK Water Solutions, LLC, Appalachian Water Services, LLC, Badlands Power Fuels, LLC (a Delaware limited liability company), Badlands Power Fuels, LLC (a North Dakota limited liability company), Landtech Enterprises, L.L.C., Badlands Leasing, LLC, Ideal Oilfield Disposal, LLC, Nuverra Total Solutions, LLC, NES Water Solutions, LLC, and Heckmann Woods Cross, LLC (such entities, together with Nuverra, the (Company or, the Nuverra Parties); and (b) the undersigned holders of the 2021 Notes (as defined below) (together with their respective successors and permitted

Notices. All notices, requests, demands, document deliveries, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given, provided or made (a) when delivered personally; (b) when sent by electronic mail (e-mail); or (c) one Business Day after deposit with an overnight courier service, with postage prepaid to the Parties at the following addresses or e-mail addresses (or at such other addresses or e-mail addresses for a Party as shall be specified by like notice): If to the Company: Nuverra Environmental Solutions, Inc. 14624 North Scottsdale Road, Suite 300 Scottsdale, AZ 35254 Attn: Joe Crabb Robert D. Albergotti Phone: 602-903-7407 joe.crabb@nuverra.com ralbergotti@alixpartners.com with a copy to (which shall not constitute notice): Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 Attn: Douglas Bartner, Esq. Fredric Sosnick, Esq. Sara Coelho, Esq. Phone: 212-848-4000 douglas.bartner@shearman.com fredric.sosnick@shearman.com sara.coelho@shearman.com If to the Supporting Noteholders: To each Supporting Noteholder at the addresses or e-mail addresses set forth below the Supporting Noteholders signature page to this Agreement (or to the signature page to a Joinder Agreement in the case of any Supporting Noteholder that becomes a party hereto after the Support Effective Date). with a copy (which shall not constitute notice) to the Supporting Noteholders Advisors at: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attn: Brad Eric Scheler, Esq. Jennifer L. Rodburg, Esq. Phone: 212-859-8019 Fax: 212-859-4000 brad.scheler@friedfrank.com jennifer.rodburg@friedfrank.com