Philadelphia Uses in Notices Clause

Notices from Note Purchase Agreement

THIS AMENDED & RESTATED NOTE PURCHASE AGREEMENT, is made as of July 10, 2017 (this "Agreement"), by and among OpGen, Inc., a Delaware corporation (the "Company"), and jVen Capital, LLC, a Delaware limited liability company (the "Investor"). Certain capitalized terms used in this Agreement are set forth in Section 1.4.

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6. If notice is given to the Company, to: OpGen, Inc. 708 Quince Orchard Road, Suite 205 Gaithersburg, Maryland 20878 Attn: Chief Financial Officer email: [email protected] with a copy to: Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 Attn: Mary J. Mullany email: [email protected] If notice is given to the Investor, to: jVen Capital, LLC 11009 Cripplegate Road Potomac, Maryland 20854 Attn: Evan Jones email: [email protected]

Notices from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement), dated as of July 6, 2017, for the purchase and sale of all of the outstanding shares of Pacific Foods of Oregon, Inc., an Oregon corporation (the Company), is entered into by and among the Company, the shareholders of the Company set forth on Schedule 2.01 (each a Shareholder and collectively, the Shareholders), PFO Shareholders Corp., an Oregon corporation and Affiliate of the Company (the Seller), Campbell Investment Company, a Delaware corporation (Buyer), and Charles W. Eggert, an individual in his capacity as the Shareholder Representative.

Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission and receipt) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02): If to Seller or a Shareholder to the Tonkon Torp LLP address shown below Sellers or 888 SW Fifth Ave., 16th Floor such Shareholders signature, with Portland, OR 97204 a copy (which will not constitute Facsimile: (503) 972-3712 notice) to: E-mail: [email protected] Attention: Bruce Berning If to the Shareholder Tonkon Torp LLP Representative, to the address 888 SW Fifth Ave., 16th Floor shown below his signature, with a Portland, OR 97204 copy (which will not constitute Facsimile: (503) 972-3712 notice) to: E-mail: [email protected] Attention: Bruce Berning If to Buyer: Corporate Secretary Campbell Soup Company One Campbell Place Camden, NJ 08103-1799 Facsimile: +1-856-342-3889 E-mail: [email protected] with a copy to: Pepper Hamilton LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 E-mail: [email protected] Attention: Solomon Hunter, Jr.

Notices from Guaranty

GUARANTY, dated as of June 28, 2017 (this Guaranty), made by GRANITE POINT MORTGAGE TRUST, INC., a Maryland corporation (Guarantor), for the benefit of CITIBANK, N.A., a national banking association (Purchaser).

Notices. Unless otherwise provided in this Guaranty, all notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if sent by (i) hand delivery, with proof of delivery, (ii) certified or registered United States mail, postage prepaid, (iii) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery, (iv) by telecopier (with answerback acknowledged), provided that such telecopier notice must also be delivered by one of the means set forth in (i), (ii) or (iii) above, or (v) by electronic mail, provided that such electronic mail notice must also be delivered by one of the means set forth in (i), (ii) or (iii) above; in the case of notice to the Purchaser, to the address specified in Exhibit I to the Repurchase Agreement and, in the case of notice to Guarantor, to the address specified below, or to such other address and person as shall be designated from time to time by Guarantor or Purchaser, as the case may be, in a written notice to the other in the manner provided for in this Article VII(b). A notice shall be deemed to have been given: (1) in the case of hand delivery, at the time of delivery, (2) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (3) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, (4) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopier notice was also delivered as required in this Article VII or (5) in the case of electronic mail, upon receipt of a verbal or electronic communication confirming receipt thereof, provided that such electronic mail notice was also delivered as required in this Article VII. A party receiving a notice that does not comply with the technical requirements for notice under this Article VII may elect to waive any deficiencies and treat the notice as having been properly given. Purchaser: Citibank, N.A. 390 Greenwich Street New York, New York 10013 Attn: Richard Schlenger Tel: (212) 816-7806 Fax: (212) 816-8307 Email: [email protected] with copies to: Dechert LLP Cira Centre 2929 Arch Street Philadelphia, PA 19104 Attn: Richard D. Jones Tel: (215) 994-3844 Fax: (215) 655-2501 Email: [email protected] Guarantor: Granite Pointe Mortgage, Inc. 601 Carlson Parkway, Suite 1400 Minnetonka, MN 55305 Attn: General Counsel Tel: (212) 364-5500 Email: [email protected] with a copy to: Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 Attn: Robert L. Boyd, Esq. Tel: (212) 839-7352 Fax: (212) 839-5599 Email: [email protected]

Notices from Form of Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the "Company") and Osprey Sponsor, LLC, a Delaware limited liability company (the "Sponsor" and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a "Holder" and collectively the "Holders").

Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103, Attention: Jeffrey Brotman or by facsimile at __________, and, if to any Holder, at such Holder's address or facsimile number as set forth in the Company's books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

Notices from Amended and Restated Registration Rights Agreement

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of June 6, 2017, by and among OpGen, Inc., a Delaware corporation (the "Company"), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor."

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient's normal business hours, and if not sent during normal business hours, then on the recipient's next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 3.5. If notice is given to the Company, OpGen, Inc. 708 Quince Orchard Road Gaithersburg, MD 20878 Attention: Timothy C. Dec Chief Financial Officer a copy shall also be sent to: Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 Attn: Mary J. Mullany.

Notices from Note Purchase Agreement

THIS NOTE PURCHASE AGREEMENT, is made as of May [___], 2017 (this "Agreement"), by and among OpGen, Inc., a Delaware corporation (the "Company"), and jVen Capital, LLC, a Delaware limited liability company (the "Investor"). Certain capitalized terms used in this Agreement are set forth in Section 1.4.

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6. If notice is given to the Company, to: OpGen, Inc. 708 Quince Orchard Road, Suite 205 Gaithersburg, Maryland 20878 Attn: Chief Financial Officer email: [email protected] with a copy to: Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 Attn: Mary J. Mullany email: [email protected] If notice is given to the Investor, to: jVen Capital, LLC 11009 Cripplegate Road Potomac, Maryland 20854 Attn: Evan Jones email: [email protected]

Notices from Form of Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the "Company") and Osprey Sponsor, LLC, a Delaware limited liability company (the "Sponsor" and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a "Holder" and collectively the "Holders").

Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103, Attention: Jeffrey Brotman or by facsimile at __________, and, if to any Holder, at such Holder's address or facsimile number as set forth in the Company's books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

Notices from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of May 11, 2017, between InsPro Technologies Corporation, a Delaware corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section 6.4 prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 6.4 on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service (with next day delivery specified), or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows: If to the Company: InsPro Technologies Corporation 1510 Chester Pike, Suite 400 Eddystone, PA 19022 Facsimile: (484) 654-2212 Attn: Chief Financial Officer With copies to: InsPro Technologies Corporation 1510 Chester Pike, Suite 400 Eddystone, PA 19022 Facsimile: (484) 654-2209 Attn: Vice President and Controller Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 Facsimile: (215) 963-5001 Attn: James W. McKenzie, Jr., Esq. If to an Investor: To the address set forth under such Investor's name on the signature pages hereof; or such other address as may be designated in writing hereafter, in the same manner, by such Person.

Notices from Registration Rights Agreement

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 11, 2017, by and among InsPro Technologies Corporation, a Delaware corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing or via e-mail and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or e-mail at the facsimile telephone number or e-mail address, as applicable, specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (ii) the Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or e-mail at the facsimile telephone number or e-mail address, as applicable, specified in this Agreement later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service (with next day delivery specified), or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows: If to the Company: InsPro Technologies Corporation 1510 Chester Pike, Eddystone , PA 19022 Facsimile: (484) 654-2209 Attn: Vice President and Controller With a copy to: Morgan, Lewis & Bockius LLP 1701 Market Street, Philadelphia, PA 19103 Facsimile: (215) 963-5001 Attn: James W. McKenzie, Jr., Esq. If to an Investor: To the address, e-mail address or facsimile number set forth under such Investor's name on the signature pages hereof; If to any other Person who is then the registered Holder: To the address, e-mail address or facsimile number of such Holder as it appears in the stock transfer books of the Company or such other address, e-mail address or facsimile number as may be designated hereafter, in the same manner, by such Person.

Notices

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise: INNOVATUS LIFE SCIENCES LENDING FUND I, LP 777 Third Avenue, 25th Floor New York, NY 10017 Attention: Claes Ekstrom Email: [email protected] Notice to the Company shall be addressed as follows until Holder receives notice of a change in address: TRANSENTERIX, INC. 635 Davis Drive, Suite 300 Morrisville, North Carolina 27560 Attn: Chief Financial Officer Facsimile No.: (919) 765-8459 Email: [email protected] With a copy (which shall not constitute notice) to: Ballard Spahr 1735 Market Street, 51st Floor Philadelphia, PA 19103-7599 Attn: Mary Mullany Facsimile No.: (215) 864-8999 Email: [email protected]