Inc. Uses in Notices Clause

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., 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 Indemnity Agreement

This Fee, Reimbursement and Indemnity Agreement (the Agreement) is made and entered into effective as of the 17th day of April, 2017, by and between HHS GUARANTY, LLC, a Texas limited liability company (the LLC), and HARTE HANKS, INC., a Delaware corporation (Harte Hanks).

Notices. All notices, requests, demands and other communications that this Agreement requires or permits shall be in writing and shall be sent by overnight courier providing delivery receipt, or by certified mail, return receipt requested, or by telecopy or hand delivery to the following addresses: If to Harte Hanks: Harte Hanks, Inc. 9601 McAllister Freeway, Suite 610 San Antonio, Texas 78216 Attention: Robert Munden, General Counsel Telephone: 210-829-9135 Fax: 210-829-9139 If to the LLC: HHS Guaranty, LLC 273 Walnut Street Abilene, Texas 79601 Attention: David L. Copeland, Manager Telephone: 325-676-7724 Fax: 325-676-9908 All notices, requests, demands and other communications provided in accordance with the provisions of this Agreement shall be effective: (i) if sent by overnight courier or facsimile, when received, (ii) if sent by certified mail, return receipt requested, the third day after sending, or (iii) if given by hand delivery, when delivered.

Notices from Executive Employment Agreement

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") effective as of February 1, 2017 (the "Effective Date") is entered into by and between ALLIANCE MMA, INC., a Delaware corporation (the "Company") and James Byrne, an individual and resident of the State of New York (the "Executive").

Notices. For purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: James Byrne New York, New York 10022 Phone: (917) 587-5423 Email: james@gloryofcommerce.com If to the Company: Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, New York 10022 Attention: Paul K. Danner, III Phone: (212) 739-7825 or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address will be effective only upon receipt.

Notices from Employment Agreement

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into on February 5, 2016, by and between Staffing 360 Solutions, Inc., a Nevada corporation (the "Company"), and David Faiman (the "Executive").

Notices. Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by facsimile transmission or certified or registered mail, postage prepaid, as follows: If to the Company, to: Staffing 360 Solutions, Inc. 641 Lexington Avenue Suite 1526 New York New York 10022 Tel: (212) 634-640 Attention: Brendan Flood with a copy (which shall not constitute notice) to: If to the Executive, to his home address as set forth in the records of the Company. or at any other address as any party shall have specified by notice in writing to the other parties.

Notices from Promissory Note

FOR VALUE RECEIVED, Swan Media Group, Inc. ("Payor"), unconditionally promises to pay to the order of Scores Holding Company, Inc. ("Payee"), in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty Thousand Dollars ($50,000.00), together with simple interest thereon at the rate of four percent (4%) per annum which shall accrue on the principal amount of this Promissory Note (the "Note"), in accordance with the terms and conditions of this Note and that certain Settlement Agreement (the "Settlement Agreement"), dated the date hereof between Payor, Payee and Robert M. Gans. All capitalized terms not defined herein shall have the respective meanings set forth in the Settlement Agreement.

Notices. Any notices, requests, demands and other communications required under this Note shall be in writing to the address set forth below (or at such other address, email address or facsimile for a party as shall be specified by the notice) and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to which said notice or other communication shall have been directed, (b) actually receipted by the party to which it is addressed, however transmitted, (c) two (2) business days after being sent by reputable overnight courier prepaid for delivery in no more than two (2) business days; or (d) sent by facsimile transmission or electronic mail: If to Payor: Inc. (organization) values">Swan Media Group, Inc. c/o Metropolitan Lumber & Hardware 617 11th Avenue New York, NY 10036 Attn: Robert M. Gans If to Payee: Scores Holding Company, Inc. 617 11th Avenue, 2nd Floor New York, NY 10036 Attn: Howard Rosenbluth, Chief Financial Officer

Notices from Promissory Note

FOR VALUE RECEIVED, I.M. Operating LLC ("Payor"), unconditionally promises to pay to the order of Scores Holding Company, Inc. ("Payee"), in lawful money of the United States of America and in immediately available funds, the principal sum of Two Hundred Fifty-Five Thousand Four Hundred and Six Dollars ($255,406.00), together with simple interest thereon at the rate of four percent (4%) per annum which shall accrue on the principal amount of this Promissory Note (the "Note"), in accordance with the terms and conditions of this Note and that certain Settlement Agreement (the "Settlement Agreement"), dated the date hereof between Payor, Payee and Robert M. Gans. All capitalized terms not defined herein shall have the respective meanings set forth in the Settlement Agreement.

Notices. Any notices, requests, demands and other communications required under this Note shall be in writing to the address set forth below (or at such other address, email address or facsimile for a party as shall be specified by the notice) and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to which said notice or other communication shall have been directed, (b) actually receipted by the party to which it is addressed, however transmitted, (c) two (2) business days after being sent by reputable overnight courier prepaid for delivery in no more than two (2) business days; or (d) sent by facsimile transmission or electronic mail: If to Payor: I.M. Operating LLC c/o Metropolitan Lumber & Hardware 617 11th Avenue New York, NY 10036 Attn: Robert M. Gans If to Payee: Scores Holding Company, Inc. 617 11th Avenue, 2nd Floor New York, NY 10036 Attn: Howard Rosenbluth, Chief Financial Officer

NOTICES from Purchase Warrant

COPSYNC, INC., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _______ the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the "Initial Exercisability Date"), but not after 5:30 p.m., New York time, on the Expiration Date, (as defined below), ____________ (___) fully paid nonassessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 17. This Warrant is one

NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business Days after so mailed and (D) if delivered by electronic mail, when sent and (E) if delivered by facsimile, when sent (provided that confirmation of transmission is generated and kept by the sending party), and will be delivered and addressed as follows:

Notices from Promissory Note

FOR VALUE RECEIVED, Star Light Events LLC ("Payor"), unconditionally promises to pay to the order of Scores Holding Company, Inc. ("Payee"), in lawful money of the United States of America and in immediately available funds, the principal sum of Seventy-Five Thousand Dollars ($75,000.00), together with simple interest thereon at the rate of four percent (4%) per annum which shall accrue on the principal amount of this Promissory Note (the "Note"), in accordance with the terms and conditions of this Note and that certain Settlement Agreement (the "Settlement Agreement"), dated the date hereof between Payor, Payee and Robert M. Gans. All capitalized terms not defined herein shall have the respective meanings set forth in the Settlement Agreement.

Notices. Any notices, requests, demands and other communications required under this Note shall be in writing to the address set forth below (or at such other address, email address or facsimile for a party as shall be specified by the notice) and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to which said notice or other communication shall have been directed, (b) actually receipted by the party to which it is addressed, however transmitted, (c) two (2) business days after being sent by reputable overnight courier prepaid for delivery in no more than two (2) business days; or (d) sent by facsimile transmission or electronic mail: If to Payor: Star Light Events LLC c/o Metropolitan Lumber & Hardware 617 11th Avenue New York, NY 10036 Attn: Robert M. Gans If to Payee: Scores Holding Company, Inc. 617 11th Avenue, 2nd Floor New York, NY 10036 Attn: Howard Rosenbluth, Chief Financial Officer

Notices from Security Agreement

This Security Agreement (the "Security Agreement"), dated as of April 6, 2017, is by and between COPsync, Inc., a Delaware corporation ("COYN"), and the secured party set forth on the signature page hereto (the "Secured Party").

Notices. Any demand upon, service of process or notice to COYN hereunder shall be effective when delivered by hand or when properly deposited in the mails postage prepaid, or sent by electronic facsimile transmission, receipt acknowledged, or delivered to an overnight courier, in each case addressed to COYN at the address shown below or as it appears on the books and records of the Secured Party. Demands or notices addressed to any other address at which the Secured Party customarily communicates with COYN also shall be effective. Any notice by COYN to the Secured Party shall be given as aforesaid, addressed to the Secured Party at the address shown below or such other address as the Secured Party may advise COYN in writing: If to the Secured Party: [ ] with a copy (which shall not constitute notice) to: Robinson Brog Leinwand Greene Genovese & Gluck P.C. 875 Third Avenue, 9th Floor New York, New York 10022 Attention: David E. Danovitch, Esq. Phone: (212) 603-6391 Fax No.: (212) 956-2164 Email: ded@robinsonbrog.com If to COYN: COPsync, Inc. 16415 Addison Road, Suite 300 Addison, Texas 75001 Attention: Philip Anderson Phone: [ ] with a copy (which shall not constitute notice) to: Pryor Cashman LLP 7 Times Square New York, NY 10036 Fax: (212) 798-6319 Attention: M. Ali Panjwani, Esq.

Notices from Lease

THIS LEASE ("Lease") is dated as of March 31, 2017, and is by and between GMR GREAT BEND, LLC, a Delaware limited liability company ("Landlord"), and Great Bend Regional Hospital, L.L.C., a Kansas limited liability company ("Tenant"), on the other hand.

Notices. Any notice, consent, approval, demand or other communication required or permitted to be given hereunder (a "notice") must be in writing and may be served personally or by U.S. Mail. If served by U.S. Mail, it shall be addressed as follows: If to Landlord: GMR Great Bend, LLC c/o Global Medical REIT, Inc. 4800 Montgomery Lane, Suite 450 Bethesda, Maryland 20814 Fax: 202 380 0891 Attn: Alfonzo Leon Fax: 202 380 0891 with a copy to: Bradley Arant Boult Cummings LLP 1600 Division Street, Suite 700 Nashville, Tennessee 37203 Attn: Ann Peldo Cargile Fax: 615-252-6373 If to Tenant: Great Bend Regional Hospital, L.L.C. 514 Cleveland Street Great Bend, Kansas 67530 Attn.: Kerry Noble Fax: 620-792-5509 with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attn.: Kathleen M. Martin, Esq. Fax: 212-309-6001 Any notice which is personally served shall be effective upon the date of service; any notice given by U.S. Mail shall be deemed effectively given, if deposited in the United States Mail, registered or certified with return receipt requested, postage prepaid and addressed as provided above, on the date of receipt, refusal or non-delivery indicated on the return receipt. In lieu of notice by U.S. Mail, either party may send notices by facsimile or by a nationally recognized overnight courier service which provides written proof of delivery (such as UPS or Federal Express). Any notice sent by facsimile shall be effective upon confirmation of receipt in legible form, provided that an original of such facsimile is also sent to the intended addressee by another method approved in this Section, and any notice sent by a nationally recognized overnight courier shall be effective on the date of delivery to the party at its address specified above as set forth in the courier's delivery receipt. Either party may, by notice to the other from time to time in the manner herein provided, specify a different address for notice purposes.