Virginia Uses in Notices Clause

Notices from Executive Employment Agreement

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), is entered into and effective January 4, 2017, by and between ALLIANCE MMA, INC., a Delaware corporation ("Alliance"), and Brian Butler-Au, an individual and resident of the Commonwealth of Virginia ("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 Executive: Roundtable Creative, Inc. 3801 Barrington Branch Court Richmond, Virginia 23233 Attention: Brian Butler-Au Phone: (804) 833-6560 Email: bbutler@suckerpunchent.com If to Alliance: Alliance MMA, Inc. 590 Madison Avenue, 21st Floor New York, New York 10022 Attention: Paul K. Danner, III Phone: (212) 739-7825 Fax: (212) 658-9291 with copies to: Mazzeo Song P.C. 444 Madison Avenue, 4th Floor New York, NY 10022 Attention: Robert L. Mazzeo, Esq. Phone: (212) 599-0310 Fax: (212) 599-8400 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 Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Agreement") dated as of January 6, 2017 (the "Effective Date") among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a "Lender" and collectively, the "Lenders"), and ARQULE, INC., a Delaware corporation, with offices located at One Wall Street, Burlington, MA 01803 ("Borrower"), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

NOTICES. All notices, consents, requests, approvals, demands, or other communication (collectively, "Communication") by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. If to Borrower: ARQULE, INC. One Wall Street Burlington, MA 01803 Attn: Peter S. Lawrence Fax: (781) 287-8143 Email: plawrence@arqule.com with a copy (which shall not constitute notice) to: ARNOLD & PORTER KAYE SCHOLER LLP 601 Massachusetts Ave, NW Washington, DC 20001 Attn: Richard Baltz Fax: (202) 942-5999 Email: richard.baltz@apks.com If to Collateral Agent: OXFORD FINANCE LLC 133 North Fairfax Street Alexandria, Virginia 22314 Attention: Legal Department Fax: (703) 519-5225 Email: LegalDepartment@oxfordfinance.com with a copy (which shall not constitute notice) to: COOLEY LLP 101 California Street, 5th Floor San Francisco, CA 94111 Attn: Mike Tollini Fax: (415) 693-2222 Email: mtollini@cooley.com

NOTICES from Employment Agreement

THIS AGREEMENT is entered into as of the date set forth below, by and between VILLAGE BANK AND TRUST FINANCIAL CORP., a Virginia corporation (the "Corporation"), and C. Harril Whitehurst, Jr. (the "Executive") and is made effective January 6, 2017.

NOTICES. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: C. Harril Whitehurst, Jr. 12731 Foxstone Road Midlothian, Virginia 23113 If to the Corporation: William G. Foster, President and Chief Executive Officer Village Bank and Trust Financial Corp. P. O. Box 330 Midlothian, Virginia 23112 With a copy to: Craig D. Bell, Esquire Chairman of the Board of Directors McGuireWoods LLP 901 East Cary Street Richmond, Virginia 23219-4030 or at such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

NOTICES from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this Agreement) dated as of January 6, 2017 (the Effective Date) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (Oxford), as collateral agent (in such capacity, Collateral Agent), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a Lender and collectively, the Lenders), CONFORMIS, INC., a Delaware corporation (ConforMIS) and IMATX, INC., a California corporation (ImaTx and individually, collectively, jointly and severally with ConforMIS, Borrower), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

NOTICES. All notices, consents, requests, approvals, demands, or other communication (collectively, Communication) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. If to Borrower: CONFORMIS, INC. 28 Crosby Drive Bedford, MA 01730 Attn: Chief Financial Officer Fax: (781) 345-0147 Email: paul.weiner@conformis.com with a copy (which shall not constitute notice) to: Wilmer Cutler Pickering Hale and Dorr, LLP 60 State Street Boston, MA 02446 Attn: Jamie N. Class Fax: 617 526 5000 Email: jamie.class@wilmerhale.com If to Collateral Agent: OXFORD FINANCE LLC 133 North Fairfax Street Alexandria, Virginia 22314 Attention: Legal Department Fax: (703) 519-5225 Email: LegalDepartment@oxfordfinance.com with a copy (which shall not constitute notice) to: DLA Piper LLP (US) 4365 Executive Drive, Suite 1100 San Diego, California 92121-2133 Attn: Troy Zander Fax: (858) 638-5086 cynthia.lovering@dlapiper.com

Notices from Master Transition Services Agreement

This Master Transition Services Agreement (this Agreement) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Notices. All notices, requests, claims, demands and other communications to any Party hereunder shall be in writing (including telecopy, electronic transmission or similar writing) and shall be given as follows: if to HLT: Hilton Worldwide Holdings Inc. 7930 Jones Branch Drive, Suite 1100 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 883-6188 if to PK: Park Hotels & Resorts Inc. 1600 Tysons Blvd., Suite 1000 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 893-1057 if to HGV: Hilton Grand Vacations Inc. 6355 MetroWest Boulevard, Suite 180 Orlando, Florida 32835 Attn: General Counsel Facsimile: (407) 722-3776 or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for the purpose of notice to the other Parties. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) 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 18).

Notices from Master Transition Services Agreement

This Master Transition Services Agreement (this Agreement) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Notices. All notices, requests, claims, demands and other communications to any Party hereunder shall be in writing (including telecopy, electronic transmission or similar writing) and shall be given as follows: if to HLT: Hilton Worldwide Holdings Inc. 7930 Jones Branch Drive, Suite 1100 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 883-6188 if to PK: Park Hotels & Resorts Inc. 1600 Tysons Blvd., Suite 1000 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 893-1057 if to HGV: Hilton Grand Vacations Inc. 6355 MetroWest Boulevard, Suite 180 Orlando, Florida 32835 Attn: General Counsel Facsimile: (407) 722-3776 or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for the purpose of notice to the other Parties. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) 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 18).

Notices from Master Transition Services Agreement

This Master Transition Services Agreement (this Agreement) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Notices. All notices, requests, claims, demands and other communications to any Party hereunder shall be in writing (including telecopy, electronic transmission or similar writing) and shall be given as follows: if to HLT: Hilton Worldwide Holdings Inc. 7930 Jones Branch Drive, Suite 1100 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 883-6188 if to PK: Park Hotels & Resorts Inc. 1600 Tysons Blvd., Suite 1000 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 893-1057 if to HGV: Hilton Grand Vacations Inc. 6355 MetroWest Boulevard, Suite 180 Orlando, Florida 32835 Attn: General Counsel Facsimile: (407) 722-3776 or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for the purpose of notice to the other Parties. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) 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 18).

Notices from At Market Issuance Sales Agreement

ParkerVision, Inc., a Florida 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 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: jtseery@duanemorris.com and if to the Company, shall be delivered to: ParkerVision, Inc. 7915 Baymeadows Way, Suite 400 Jacksonville, Florida 32256 Attention: Chief Financial Officer Telephone: (904) 732-6116 Email: Cpoehlman@parkervision.com with a copy to: Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174 Attention: David Alan Miller Telephone: 212-818-8661 Email: dmiller@graubard.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 given (i) when delivered personally, by email, or by verifiable facsimile transmission 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.

Notices from At Market Issuance Sales Agreement

Enphase Energy, Inc., a Delaware 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 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: jtseery@duanemorris.com and if to the Company, shall be delivered to: Enphase Energy, Inc. 1420 N. McDowell Blvd. Petaluma, California Attention: Bert Garcia Telephone: (707) 763-4784 Email: bgarcia@enphaseenergy.com with a copy to: Cooley LLP 3175 Hanover Street Palo Alto, CA 94304 Attention: John Sellers Telephone: (650) 843-5070 Email: jsellers@cooley.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 given (i) when delivered personally, by email or by verifiable facsimile transmission 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.

Notices from Loan Modification Agreement

THIS LOAN MODIFICATION AGREEMENT, is made as of the 21st day of December, 2016, by and between OPTICAL CABLE CORPORATION, a Virginia corporation (the "Borrower"), and BANK OF NORTH CAROLINA, a North Carolina banking corporation (the "Lender").

Notices. Section 10.3 of the Credit Agreement is hereby amended and modified to change the notice address of Lender to the following: "36 Church Avenue, SW, Roanoke, Virginia 24011, Attention: Shannon S. Miller."