Common use of 1Notices Clause in Contracts

1Notices. 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 (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery 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, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.

1Notices. Any notices, consents, waivers, or All notices and other communications required or permitted to be given under the terms of this Agreement must shall be in writing and will shall be by email with PDF attachment, courier service or personal delivery to the following addresses, or to such other addresses as shall be designated from time to time by a party hereto in accordance with this Section 8.1: If to the Seller, to it at: PTC Therapeutics, Inc. 000 Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Legal Department Email: [**] With a copy to: Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, Xx. Email: xxxxxx.xxxxxxx@xxxxxxxxxx.xxx; xxxxxx.xxxxxxx@xxxxxxxxxx.xxx If to the Buyer, to it at: RP Management, LLC 000 X. 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: [**] With a copy to: Xxxxxxx Procter LLP 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 ​ Attention: Xxxxxx X. Xxxxxxxx and Xxxxxxxxxx Xxxxxxx Email: xxxxxxxxx@xxxxxxxxxx.xxx; xxxxxxxx@xxxxxxxxxx.xxx All notices and communications under this Agreement shall be deemed to have been delivered duly given (i) upon receipt, when delivered personally; by hand, if personally delivered, (ii) upon receiptwhen received by a recipient, if sent by e mail with delivery confirmation thereof, (iii) when sent, if sent by facsimile, provided a copy is mailed with an acknowledgement of sending being produced by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, the sending facsimile machine or (iv) one (1) day after deposit with a nationally recognized Business Day following sending within the United States by overnight delivery via commercial one- (1-)day 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, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.

1Notices. Any notices, consents, waivers, or other communications notice required or permitted to be given under the terms of this Agreement must shall be in writing and will be deemed to have been personally delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when or sent by facsimileUnited States mail, provided a copy is mailed by U.S. registered or certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mailpostage prepaid, return receipt requested, or by electronic facsimile transmission (iv) one (1) day after deposit with followed by a copy mailed or delivered as otherwise provided herein), or sent by Federal Express or similar nationally recognized overnight delivery courier service, and addressed as follows, and shall be deemed to have been given upon the date of delivery (or refusal to accept delivery) at the address specified below as indicated on the return receipt or air bxxx, or on the date of facsimile transmission if delivered in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall bemanner: If to the Company, toSellers: Transax InternationalVista Ridge Plaza, Ltd. 0000 c/o Dal Mac Investments 100 X. Xxxxxx Xxxxxx Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 XxxxxXxxxxxxxxx, XX 00000 Attention: Bxxx XxXxxxxx Fax No.: 900-000-0000 Vista Ridge Plaza II, Ltd. c/o Dal Mac Investments 100 X. Xxxxxx Xxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Bxxx XxXxxxxx Fax No.: 900-000-0000 Vista Ridge Shops, Inc. c/o Dal Mac Investments 100 X. Xxxxxx Xxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Bxxx XxXxxxxx Fax No.: 900-000-0000 with a copy to:Dxxxxxx, Xxxxxxx X. & Cxxxxxx 1000 Xxx Xxxxxx 00xx Xxxxx Xxxxxx, Xxxxx Attention: Mxxx Xxx Xxxx, Esq. Telephone: (000) 000-0000 FacsimileFax No.: (000) 000-0000 If to the Investor(s): Cornell Capital PartnersBuyer: PRICE/BAYBROOK, LP 000 LTD. 100 Xxxxx Xxxxxxx Xxxxxx Xxxxxx -Suite 3700 Jersey CityXxxxx Xxx Xxxxxxx, NJ 07302 AttentionXX 00000 Attn.: Xxxx Xxxxxx Portfolio Manager TelephoneJxxxxx Xxxxxxxxxx Fax No.: (000) 000-0000 Facsimilewith a copy to:Gxxxxx, Dxxx & Cxxxxxxx LLP 300 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attn: Wxxxxxx X. Xxxxxxx, Esq. Fax No.: (000) 000-0000 With a Copy toIf to Escrow Holder: Cornell Capital PartnersWeststar Title Company 10000 Xxxxxxx Xxxx Xxxxx 000 Xxxxxx, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 AttentionXX 00000 Attn: Xxxx Xxxxx, Esq. Senior ViceNxxxx Xxxxxxxxx Fax No.: 900-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.0000

1Notices. Any All notices, consents, waivers, demands and requests which may be given or other communications which are required or permitted to be given under by either party to the terms other, and any exercise of a right of termination provided by this Agreement must Agreement, shall be in writing and will shall be deemed effective either: (a) on the date personally delivered to have been delivered (i) upon receiptthe address below, when delivered personallyas evidenced by written receipt therefor, whether or not actually received by the person to whom addressed; (iib) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; on the third (iii3rd) three (3) days business day after being sent sent, by U.S. certified or registered mail, return receipt requested, or addressed to the intended recipient at the address specified below; (ivc) one (1) on the first business day after deposit with being deposited into the custody of a nationally recognized overnight delivery serviceservice such as Federal Express Corporation, in each case properly addressed to such party at the address specified below, or (d) on the date delivered by electronic mail, provided any such notice delivered by electronic mail shall be sent by one of the other permitted methods of providing notice on the next succeeding business day. For purposes of this Section 9.1, the addresses of the parties for all notices are as follows (unless changed by similar notice in writing given by the particular party whose address is to receive the same. The addresses and facsimile numbers for such communications shall be: be changed): If to the CompanySellers: c/o Metro Mini Storage, toInc. 000 Xxxxxxxxx Xxxx. Xxxxxxx, Xxxxx 00000 Attn: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx C. Xxx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx TelephoneTel: (000) 000-0000 FacsimileEmail: xxxxxxxxx@xxx.xxx with copies to: Xxxxx Xxxx, P.C. 0 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxxx X. Xxxx Tel: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. TelephoneFax: (000) 000-0000 FacsimileEmail: xxxxx@xxxxxxxxx.xxx Weil, Gotshal & Xxxxxx LLP 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000-0000 Attn: Xxxxxx X. Xxxxx Tel: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager TelephoneFax: (000) 000-0000 FacsimileEmail: xxxxxx.xxxxx@xxxx.xxx If to Purchaser: SST IV Acquisitions, LLC 00 Xxxxxxx Xxxx Xxxxxx Xxxxx, XX 00000 Attn: H. Xxxxxxx Xxxxxxxx Tel: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President TelephoneFax: (000) 000-0000 FacsimileEmail: XXX@xxx.xxx with copies to: SST IV Acquisitions, LLC 0000 Xxxxxxx Xxxxxx, #815 Dallas, Texas 75225 Attn: Xxxxx Xxxxxxx Tel: (000) 000-0000 Each party shall provide five Fax: (5000) days' prior written notice 000-0000 Email: xxxxxxx@xxx.xxx ; and Xxxxxxxxxxxxxx Xxxxxx & Xxxxx, P.C. 0000 Xxxxx Xxxxxx, Suite 1250 Dallas, Texas 75201 Attn: Xxxxxxx Xxxxxx, Esq. Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxx@xxxxxxxxxxxx.xxx If to the Escrow Agent: Chicago Title Company 00000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Xxxxxxx X. Xxxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxxx.xxx Copies of requests by Purchaser to Sellers for information pursuant to Section 9.17 or other party provisions of any change in address or facsimile numberthis Agreement do not have to be sent to legal counsel for Sellers and copies of a Seller’s response to such requests do not need to be sent to Purchaser’s legal counsel.

1Notices. Any notices, consents, waivers, or All notices and other communications required or permitted to be given under the terms of or made pursuant to this Agreement must shall be made in a writing signed by the sender and will shall be deemed to have been delivered duly given (ia) upon receipton the date delivered, when delivered personally; (ii) upon receiptif personally delivered, when or sent by facsimileemail and receipt is confirmed by email or telephone, provided a copy is mailed by U.S. certified mail, return receipt requested; or (iiib) three (3) days on the Business Day after being sent by U.S. certified mail, return Federal Express or another recognized overnight mail service that utilizes a written form of receipt requested, for next day or next Business Day delivery (iv) one (1) day after deposit with a nationally recognized overnight delivery servicecourtesy copy sent by email to the addresses specified below, which will not constitute notice), in each case properly addressed to the party to receive applicable Party at the same. The addresses and facsimile numbers address set forth below; provided that a Party may change its address for such communications receiving notice by the proper giving of notice hereunder: To Seller: Blueprint Medicines Corporation 00 Xxxxxx Xxxxxx Cambridge, MA, USA 02139 Attention:Chief Executive Officer Email:[***] with a copy (which shall be: If to the Company, not constitute notice) to: Transax InternationalBlueprint Medicines Corporation 00 Xxxxxx Xxxxxx Cambridge, Ltd. 0000 Xxxx MA, USA 02139 Attention:Chief Legal Officer Email:[***] and Xxxxxxx Procter LLP 000 Xxxxxxxx Xxxxxx XxxxxXxxxxx, 0xx Xxxxx XxxxxXX, Xxxxxxx XXX 00000 Attention:Xxxxxxxx Xxxx; Xxxxxxxx Xxxxxx Email:[***] to Purchaser: Rigel Pharmaceuticals, Inc. 000 Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Xxxx. Suite 900 South San Francisco, CA USA 94080 Attention:General Counsel Email:[***] with a copy (which shall not constitute notice) to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx LLP 000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxxxxx 0000 Xxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX XXX 00000 Attention: :Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.Xxxxxxx Xxxxxxx Xxxxx Email:[***] [***]

1Notices. Any All notices, consentsrequests, waivers, or demands and other communications required or permitted to any party hereunder shall be given under the terms of this Agreement must be made in writing (including facsimile transmission and will electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received by non-automated response) and shall be deemed to have been delivered given: (ia) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If if to the Company, to: Transax InternationalLatham Group, Ltd. 0000 Inc. 000 Xxxxxxxxxx Xxxxxx Xxxx Xxxxxx XxxxxXxxxxx, 0xx Xxxxx XxxxxNew York 12110 Attention: General Counsel ​ With copies (which shall not constitute actual or constructive notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx LLP 0000 Xxxxxx LLP 000 Xxxxx xx xxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 XxxxxXxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Xxxx X. XxxxxxXxxxxxx ​ (b) if to Wynnchurch: x/x Xxxxxxxxxx Xxxxxxx, Esq. Telephone: (000) 000X.X. 0000 X. Xxxxx Xx., Xxxxx 00-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners000 Xxxxxxxx, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 XX 00000 Attention: Xxxxxxxxxxx X. X’Xxxxx; Xxxx Xxxxxx Portfolio Manager Telephone: Xxxx ​ With copies (000which shall not constitute actual or constructive notice) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital PartnersXxxxx & Lardner LLP 000 Xxxxxxxx Xxx, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey CitySuite 2700 Detroit, NJ 07302 MI 48226 Attention: Xxxx Xxxxx (c) if to Pamplona: c/o Pamplona Capital Management LLC 000 Xxxxxxx Xxxxxx, Esq. Senior Vice-President Telephone00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx ​ ​ With copies (000which shall not constitute actual or constructive notice) 000-to: Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP 0000 FacsimileXxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Xxxx X. Xxxxxxx ​ (000d) 000-0000 Each if to any Other Holder, to the addresses and other contact information set forth on Schedule I to this Agreement (it being understood that any Holder may, from time to time, update any address and/or other contact information for itself on Schedule I by providing written notice of such update to the Company and the other Holders), or to such other address or facsimile number as such party shall provide five (5) days' prior written may hereafter specify for the purpose by notice to the other party Parties hereto. ​ ​ All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. New York City time on a Business Day in the place of receipt. Otherwise, any change such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt. (e) if to any Transferee or any New Holder, to the address specified by such Person on the applicable joinder to this Agreement. Notwithstanding anything to the contrary herein, any Person may, from time to time, update any address and/or other contact information for itself by providing written notice of such update to the Company and the other Holders. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. New York City time on a Business Day in the place of receipt. Otherwise, any such notice, request or facsimile numbercommunication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

1Notices. Any noticesAll notices of request, consents, waivers, or demand and other communications required or permitted hereunder shall be addressed to the parties as follows: If to the Company:Beyond Commerce, Inc. 0000 Xxxxxx Xxxxxx Pkwy Suite 500 Las Vegas, Nevada 89169 Attention: Xxxxxxx Xxxxxxxxx E-Mail: If to the Buyer:TCA Special Situations Credit Strategies ICAV X.X. Xxx 000 Xxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxxx E-Mail: xxxxxxxxxx@xxxxxx.xxx With a copy to:Lucosky Xxxxxxxx LLP (which shall not constitute notice)101 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Xxxx X. Xxxxxxxx, Esq. E-Mail: xxxxxxxxx@xxxxxx.xxx and shall be deemed valid and operative, unless the address is changed by the party by like notice given under to the terms other parties. It is the independent duty of this Agreement must each of the Credit Parties to promptly notify Buyer of any change in their actual address and to provide a current e-mail address at which they can be contacted. Notice shall be in writing and will shall be deemed to have been delivered delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy is if mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, postage prepaid and properly addressed to the address below, then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ivii) if mailed by Federal Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1) business day after deposit with of same in a nationally recognized regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery service, in each case properly addressed thereof to the address indicated on or prior to 5:00 p.m., EST, on a business day. Any notice hand delivered after 5:00 p.m., EST, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice, consents, waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending party to receive has confirmed (by reply e-mail or some other form of written confirmation from the same. The addresses and facsimile numbers for such communications shall be: If to receiving party) that the Company, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to has been received by the other party of any change in address or facsimile numberparty.

1Notices. Any noticesnotice, consentscommunication, waiversrequest, instruction or other communications document by any party to another required or permitted to hereunder shall be given under the terms of this Agreement must be in writing and will addressed as set forth below. Any such notice, communication, request, instruction or other document shall be deemed to have been delivered duly made or given and the receiving Party charged with notice as follows: (ia) upon receiptif personally delivered, when delivered personallyreceived; (iib) upon receipt, when if sent by facsimile, provided with electronic confirmation of delivery, if sent during normal business hours on a copy is mailed by U.S. certified mailBusiness Day, return receipt requestedand if not sent during normal business hours on a Business Day, on the next subsequent Business Day; (iiic) three (3) days after being sent by U.S. if mailed certified mail, return receipt requested, on the day such notice is received, and if such day is not a Business Day, on the next subsequent Business Day, or (ivd) one (1) day if sent by overnight courier, the next Business Day after deposit with a nationally recognized placement into the custody of the overnight delivery service, in each case properly courier. All notices shall be addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall beas follows: If to the CompanyBuyer, to: Transax InternationalSendero Petroleum, Ltd. LLC 0000 Xxxx Xxxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx Xxxxx000 Xxxxxxx, Xxxxxxx Xxxxx 00000 Attention: Xxxx Xxxxxxxxxxx, Chief Executive Officer Fax: 361‑888‑8353 with a copy (which shall not constitute Notice) to: Wood, Xxxxxx & Xxxxxx, PC 000 X. Xxxxx Xxxxxxxx, Xxxxx 0000 Xxxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx X. Xxxxxx Fax: 361‑888‑8353 E-Mail: XXX@xxxxx.xxx If to Seller, to: SEP Holdings IV, LLC 0000 Xxxx Xx., Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xx. Xxxxxxx Xxxxxxx TelephoneX. Ward, Chief Financial Officer Fax: (000832) 000308‑3720 E-0000 FacsimileMail: (000) 000-0000 With Xxxxx.Xxxx@xxxxxxxxxxxxxx.xxx with a copy (which shall not constitute Notice) to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx XxxxxxxxxXxxxxx, Xxxxx 0000 XxxxxXxxxxxx, XX Xxxxx 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. TelephoneXxxxx Xxxxx Fax: (000713) 000220‑4285 E-0000 FacsimileMail: (000) 000-0000 If to the Investor(s): Cornell Capital Partnersxxxxxx@xxxxxxxxxxxx.xxx A Party may, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior by written notice so delivered to the other party of any Parties, change in its address or facsimile numberfor notice purposes hereunder.

1Notices. Any All notices, consents, waivers, or other communications required or permitted to demands and requests which may be given under by either party to the terms other, and any exercise of a right of termination provided by this Agreement must Agreement, shall be in writing and will shall be deemed to have been delivered effective when (i) upon receiptpersonally delivered to the address of the party to receive such notice set forth below or, when delivered personally; (ii) upon receiptwhether actually received or not, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent deposited in any post office or mail receptacle regularly maintained by U.S. the United States Government, certified or registered mail, return receipt requested, postage prepaid, addressed as set forth below, or (iii) sent by telecopy confirmed with delivery by a national overnight courier service the next business day with proof of delivery, addressed as set forth below, or (iv) one (1) sent for next business day after deposit delivery by a national overnight courier service with a nationally recognized overnight proof of delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall beas set forth below: If to the CompanySeller:American Republic Realty Fund I 0000 X. Xxxxxx Xxxxxxx, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx 000 Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 AttentionAttn: Xxxxxxx Xxxxxxx Telephone: Xxxx X. Xxxxx Telephone No. (000) 000-0000 Facsimile: Telecopier No.(000) 000-0000 with a copy to:Xxxxxx X. Xxxxx, Esq. Xxxxxx X. Xxxxx, P.C. One Bent Tree Tower 00000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Telephone No. (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, EsqTelecopier No. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital PartnersPurchaser:Four Winds Holdings, LP 000 LLC 00000 X.X. 00xx Xxxxxx Xxxxxx -Suite 3700 Jersey CityXX Xxxxxxx, NJ 07302 AttentionXxxxxxx 00000 Attn: Xxxx Xxxxxx Portfolio Manager Telephone: Xxxxxxxxx Telephone No. (000) 000-0000 Facsimile: Telecopier No. (000) 000-0000 With a Copy toIf to Title Company:Chicago Title Insurance Company 0000 Xxxxx Xxxxxx, Suite 1700 Dallas, Texas 75201 Attn: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, EsqXxxxxxxx Xxxxxxxxx Telephone No. Senior Vice-President Telephone: (000) 000-0000 Facsimile: Telecopier No. (000) 000-0000 Each party shall provide five (5) days' prior or such other place as Seller or Purchaser or Title Company, respectively, may from time to time designate by written notice to the other party of any change in address or facsimile numberother.

1Notices. Any All notices, consents, waivers, demands and requests which may be given or other communications which are required or permitted to be given under by either party to the terms other, and any exercise of a right of termination provided by this Agreement must Agreement, shall be in writing and will shall be deemed effective either: (a) on the date personally delivered to have been delivered (i) upon receiptthe address below, when delivered personallyas evidenced by written receipt therefore, whether or not actually received by the person to whom addressed; (iib) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; on the third (iii3rd) three (3) days business day after being sent sent, by U.S. certified or registered mail, return receipt requested, or addressed to the intended recipient at the address specified below; (ivc) one on the first (11st) business day after deposit with being deposited into the custody of a nationally recognized overnight delivery serviceservice such as Federal Express, in each case properly addressed to such party at the party address specified below; or (d) on the date delivered via e-mail transmission to receive the samee-mail address below, as evidenced by printed confirmation of the successful transmission of the message. The For purposes of this Section 10.1, the addresses and facsimile numbers of the parties for such communications shall be: all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): If to the CompanySeller: H2S2 LLC, toAttn: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx TelephoneXxxxxxxx Tel: (000) 000-0000 FacsimileFax: ( ) - Email: xxxxxxxxx@xxxxx.xxx with a copy to: Darling Xxxxxxxx PC 0000 00xx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxx Tel: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. TelephoneFax: (000) 000-0000 FacsimileEmail: xxxxx@xxxxxxxxxxxxxxx.xxx If to Purchaser: 000 Xxxx 0xx Xxxxxx Xxxxxxxxx XX 00000 Attn: Xxxxx Xxxxxxxx Xx. Tel: (000) 000-0000 If to the Investor(s): Cornell Capital PartnersEmail: xxxxxxxxx@xxxxxxxxxx.xxx With a copy to: Dentons US LLP 00 Xxxxxx Xxxx 00xx Xxxxxx Xxx Xxxx, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager TelephoneXX 00000-0000 Tel: (000) 000-0000 FacsimileEmail: xxx.xxxxxx@xxxxxxx.xxx If to Title Company: Fidelity National Title, National Commercial Services, 0000 00xx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, Attention: Ms. Mej Xxxxxxxxx, Commercial Escrow Officer, Phone: (000) 000-0000 With a Copy toEmail: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.Xxx.xxxxxxxxx@xxx.xxx

1Notices. Any notices, consents, waivers, or All notices and other communications required or permitted to be given under the terms of this Agreement must provided for herein shall be in writing and will shall be deemed to have been delivered (i) upon receiptby hand or overnight courier service, when delivered personally; (ii) upon receipt, when mailed by certified or registered mail or sent by facsimiletelecopy, provided a copy is mailed by U.S. certified mailas follows: (a) if to any Grantor, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery 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, to: Transax International, Ltd. 0000 CPI CG Inc. c/o CPI Card Group Inc. 00000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxxxx, Vice President and Chief Financial Officer Email: xxxxxxxxxx@xxxxxxxxxxxx.xxx with a copy to (same address): Xxxxxxx Xxxxxx, Esq. TelephoneChief Legal and Compliance Officer Email: xxxxxxx@xxxxxxxxxxxx.xxx with a copy to: ​ ​ ​ Xxxxxx Xxxxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xx and Xxxxxx X’Xxxx Email: xxx@xxxxxx.xxx and xxx@xxxxxx.xxx (000b) 000-0000 Facsimile: (000) 000-0000 If if to the Investor(s): Cornell Capital PartnersCollateral Agent, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey Cityto U.S. Bank Trust Company, NJ 07302 National Association, as Trustee 00000 Xxxx Xxxx, Suite 800 Dallas, TX 75240 Attention: Xxxx Xxxxx Xxxxxx Portfolio Manager TelephoneE-mail: Xxxxx.Xxxxxx@xxxxxx.xxx (000c) 000-0000 Facsimileif to the Initial Additional Authorized Representative, to [ ] (d) if to any other Additional Authorized Representative, to the address set forth in the applicable Additional Authorized Representative Xxxxxxx Agreement. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and communications shall be deemed to have been duly given: (000) 000-0000 With a Copy to: Cornell Capital Partnersat the time delivered by hand, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide if personally delivered; five (5) days' prior written notice calendar days after being deposited in the mail, postage prepaid, if mailed by certified or registered; when receipt is acknowledged, if faxed; and the next Business Day after timely delivery to the other party of courier, if sent by overnight air courier guaranteeing next day delivery; provided that any change in address notice or facsimile numbercommunication delivered to the Notes Collateral Agent shall be deemed effective upon actual receipt thereof.

1Notices. Any noticesnotice, consentsrequest, waiversdemand, statement, xxxx, payment or other communications required or permitted to be given under the terms of communication provided for in this Agreement must or any notice which any Party may desire to give HN\1358921.3 to the other, will be in writing and will be considered as duly delivered if delivered by mail, commercial courier, facsimile or personally, to the address or facsimile numbers of the applicable Parties, and to the attention of their respective contact persons, as follows: Gatherer: Catarina Midstream, LLC c/o Sanchez Production Partners LP 0000 Xxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Chief Financial Officer Fax: (832) 308 - 3720 with a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx LLP 000 Xxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: C. Xxxxxxx Xxxx Fax: (713) 546 - 5401 Producer:SN Catarina, LLC c/o Sanchez Energy Corporation 0000 Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attn: President Fax: (713) 756 - 2784 with a copy (which shall not constitute notice) to: Akin Gump Xxxxxxx Xxxxx & Xxxx LLP 0000 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxx Xxxxx Fax: (713) 236 - 0822 Notwithstanding the foregoing of this Section 16.1¸ statements, bills and invoices may be delivered via email or other electronic means as may be agreed to between the Parties and nominations and changes thereto may be delivered pursuant to Section 6.1. Either Party may at any time and from time to time by written notice to the other Party designate different persons or addresses for notice. Notices will be deemed received: (a) if sent by first class mail, three (3) Business Days after the postmark date when properly addressed and deposited in the United States mail, first class postage prepaid; (b) if sent by facsimile, upon the sending Party’s receipt of its facsimile machine’s confirmation of successful transmission, provided that if the Day on which such facsimile is sent is not a Business Day or is after 5:00 p.m. on a Business Day in the receiving Party’s jurisdiction, then such facsimile will be deemed to have been delivered on the next Business Day; (ic) if sent by commercial courier, upon the date of actual delivery as evidenced by the recipient’s written acknowledgment of receipt, when ; and (d) if delivered personally; (ii) , upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the samedate of actual delivery. The addresses and facsimile numbers for such communications shall be: If to the Company, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.HN\1358921.3

1Notices. Any All notices, consents, waivers, demands and requests which may be given or other communications which are required or permitted to be given under by either Party to the terms other, and any exercise of a right of termination provided by this Agreement must Agreement, shall be in writing and will shall be deemed given by either: (a) personal delivery to have been delivered (i) upon receiptthe address below, when delivered personallyas evidenced by written receipt therefor, whether or not actually received by the person to whom addressed with a copy via email; (iib) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified United States Postal Service first class mail, return receipt requested; postage prepaid simultaneous with email delivery as provided below, upon confirmation from the recipient of the same (iiiwhich shall include any response thereto), (c) three (3) days after being sent by U.S. certified mail, return receipt requested, addressed to the intended recipient at the address specified below, whether or not actually received by the person to whom addressed with a copy via email; or (ivd) one (1) day after deposit with by a nationally recognized overnight delivery serviceservice such as FedEx, in each case properly addressed to such Party at the party address specified below, whether or not actually received by the person to receive whom addressed with a copy via email. Such notices shall be deemed delivered on the samedate shown on the delivery receipt as the date of delivery, the date delivery was refused or the date the item was returned as undeliverable. The For purposes of this Section 9.1 the addresses and facsimile numbers of the Parties for such communications shall be: all notices are as follows (unless changed by similar notice in writing given by the particular person whose address is to be changed): If to the CompanySeller: Xxxxxxx Xxxxxxx, Esquire 000 Xxxxxxxx Xxxxxxxxxx, XX 00000 xxxxxxxx@xxxxxxx.xxx With a Copy to: Transax InternationalXxxxxx X. Xxxxxx, Ltd. 0000 Xxxx Esquire 000 Xxxxxxx Xxxxxx XxxxxFarmingdale, 0xx NY 11735 xxx@xxxxxxxxx.xxx If to Buyer: Integra Housing LLC 00 Xxxxxxxxx Xxxxx XxxxxXxxxxx Xxxxxx, Xxxxxxx XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 :Xxxx Xxxxxxxx With a copy Copy to: Xxxxxxxxxxx X’Xxxxx, Xxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP Xxxxxxx, P.C. 000 Xxxxx Xxxxxxxx XxxxxxxxxXxxxxxxxxx Xxxx, Xxxxx 0000 XxxxxXxxxxxxxxx, XX 00000 Attention: Xxxxxxx X. XxxxxxXxx Xxxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.

1Notices. Any notices, consents, waivers, or (a) Except in the case of notices and other communications required or expressly permitted to be given under the terms of this Agreement must by telephone, all notices and other communications to any party herein to be effective shall be in writing and will shall be deemed to have been delivered (i) upon receiptby hand or overnight courier service, when delivered personally; (ii) upon receipt, when mailed by certified or registered mail or sent by facsimiletelecopy, provided a copy is mailed by U.S. certified mailas follows: To the Borrowers: DELEK REFINING, return receipt requested; (iii) three (3) days after being sent by U.S. certified mailLTD. 000 Xxxxxxxx Xxxxxx, return receipt requestedXxxxx 000 Xxxxxxxx, or (iv) one (1) day after deposit with a nationally recognized overnight delivery serviceXxxxxxxxx 00000 Attn: Mr. Xx Xxxxxx, in each case properly addressed to the party to receive the same. The addresses CFO and facsimile numbers for such communications shall be: If to the Company, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx TelephoneTreasurer Telecopy No.: (000) 000-0000 Facsimileand Fulbright & Xxxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxx Xxxxxx Telecopy No.: (000) 000-0000 To the Administrative Agent, Collareral Agent or Swingline Lender: SunTrust Bank 000 Xxxxxxxxx Xxxxxx, X. X. Xxxxxxx, Xxxxxxx 00000 Attention: Xx. Xxxxxxx Xxxxxxx Telecopy Number: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx SunTrust Bank Agency Services 000 Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx XxxxxxxxxXxxxxx, Xxxxx 0000 XxxxxX. E./ 25th Floor Atlanta, XX 00000 Georgia 30308 Attention: Xxxxxxx X. Xxxxxx, EsqXx. TelephoneXxxxx Xxxxxx Telecopy Number: (000) 000-0000 Facsimileand Xxxxxx Xxxxxx Xxxxxx & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxxxxx Xxx Xxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxx Telecopy Number: (000) 000-0000 If to To the Investor(s): Cornell Capital PartnersIssuing Bank: SunTrust Bank 00 Xxxx Xxxxx, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey CityX. E./Mail Code 3706 Xxxxxxx, NJ 07302 Xxxxxxx 00000 Attention: Xxxx Xxxxxx Portfolio Manager TelephoneTelecopy Number: (000) 000-0000 FacsimileTo the Swingline Lender: SunTrust Bank Agency Services 000 Xxxxxxxxx Xxxxxx, X.X./00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Xx. Xxxxx Xxxxxx Telecopy Number: (000) 000-0000 With a Copy toTo any other Lender: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each the address set forth in the Administrative Questionnaire or the Assignment and Acceptance Agreement executed by such Lender Any party shall provide five (5) days' prior written hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other party parties hereto. All such notices and other communications to any Person shall, when transmitted by overnight delivery, or faxed, be effective the next day after presentation to an overnight courier for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the fifth Business Day after the date on which the same is deposited with the US Postal Service by certified or registered mail or if delivered, upon delivery; provided, that notices delivered to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Bank shall not be effective until actually received by such Person at its address specified in this Section 10.1 . (b) Any agreement of the Agents and the Lenders herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrowers. The Agents and the Lenders shall be entitled to rely on the authority of any change Person purporting to be a Person authorized by the Borrowers to give such notice and the Agents and Lenders shall not have any liability to the Borrowers or other Person on account of any action taken or not taken by the Agents or the Lenders in address good faith reliance upon such telephonic or facsimile numbernotice. The obligation of the Borrowers to repay the Loans and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Agents and the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by an Agent and the Lenders of a confirmation which is at variance with the terms understood by the such Agent and the Lenders to be contained in any such telephonic or facsimile notice.

1Notices. Any notices, consents, waivers, All notices or other written communications required or permitted to be given under the terms of this Agreement must be in writing and will hereunder shall be deemed to have been delivered properly given (ia) upon receiptdelivery, when if delivered personally; in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (iib) upon receiptone (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; or (iiic) three (3) days Business Days after being having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by U.S. registered or certified mail, postage prepaid, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall beas follows: If to the CompanyBorrower: c/o Consolidated-Tomoka Land Co. 0000 Xxxxxxxxxxx Xxxx., to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx 000 Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx TelephoneXxxxxx X. Xxxxxxxxxx Facsimile No.: (000) -000-0000 Facsimile​ With a copy to: (c/o Consolidated-Tomoka Land Co. 0000 Xxxxxxxxxxx Xxxx., Xxxxx 000 Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: General Counsel Facsimile No.: 000) -000-0000 If to Lender: Xxxxx Fargo Bank, National Association Xxxxx Fargo Center 0000 Xxxxxxxx Xxxxxx, 2nd Floor MAC A0227-020 Xxxxxxx, Xxxxxxxxxx 00000 Attention: Commercial Mortgage Servicing Facsimile No.: 000-000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP PC 000 Xxxxx Xxxxxxxx XxxxxxxxxXxxxx Xxxxxx Suite 2000 Charlotte, Xxxxx 0000 Xxxxx, XX 00000 North Carolina 28202 Attention: Xxxxxxx X. Xxxxxx, Esq. TelephoneXxx Facsimile No.: (000) 000704-0000 Facsimile: (000) 000339-0000 If 1701 or addressed as such party may from time to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior time designate by written notice to the other parties. Either party of any change in address by notice to the other may designate additional or facsimile numberdifferent addresses for subsequent notices or communications.

1Notices. Any All notices, consentsrequests, waivers, or demands and other communications required or permitted to be given under the terms of this Agreement must hereunder shall be in writing and will shall be deemed to have been delivered given and received: (i) upon receipt, when delivered personally; , (ii) upon receiptthe next Business Day, when if sent by facsimilea nationally-recognized overnight delivery service (unless the records of the delivery service indicate otherwise), provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days seven Business Days after being sent by U.S. certified deposit in mail, return receipt requestedcertified and with proper postage prepaid, addressed as follows; or (iv) one (1) day after deposit with upon transmission if sent by electronic mail without bounce-back, error or other indicia of non-receipt and if delivered on a nationally recognized overnight delivery servicenon-Business Day, in each case properly addressed on the first Business Day thereafter; provided that any notices deliverable to the party to receive the sameStockholders’ Representative shall be delivered solely via email or facsimile. The addresses and facsimile numbers for such communications Tapjoy, Inc. 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, XX 94111Attention: Xxxxxxx Xxxxxxx; Xxxx Xxxxxxxx Email: [***] ​ with copy, which shall be: If to the Companynot constitute notice, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx ​ Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 XxxxxXxxxxxx Xxxxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxx Xxxxxx, Esq. TelephoneXxxxx Xxxxxxxxx Email: [***] If to any Indemnifying Party (000after the Closing), or to the Stockholders’ Representative: Fortis Advisors LLC Attention: Notices Department (Tapjoy) 000-0000 Facsimile: (000) 000-0000 [***] Email: [***] If to Purchaser, Merger Sub or the Investor(s): Cornell Capital PartnersSurviving Corporation: ironSource Sonic, LP Inc. x/x 000 Xxxxxx Xxxxxx -Suite 3700 Jersey CityXxxxxxxx Xxxxx Rd. Tel -Aviv, NJ 07302 Israel 0000000 ​ ​ Attention: Xxxxx Xxxxx, GC E-mail:[***] ​ with copy, which shall not constitute notice, to: ​ Meitar | Law Xxxxxx 00 Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital PartnersXxxx, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Xxxxx Xxx 0000000 Israel Attention: Xxxx XxxxxXxx Xxxxxxx, EsqAdv., Xxxxx Xxxxxxxx, Adv. Senior ViceE-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.mail:[***]

1Notices. Any notices, consents, waivers, or All notices and 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 (i) upon receipt, when delivered personally; (ii) upon receipt, when telecopied, sent by facsimileovernight express or mailed, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery servicefirst class postage prepaid, in each case properly addressed to the party to receive Parties at the same. The addresses and facsimile numbers for such communications shall befollowing addresses: If to the Sellers or the Company, to: Transax InternationalChristi Xxxxx Xxxx 1700 Xxxxxxx Xx. Xxxxxxx, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx XX 00000 Attention: Xxxxxxx Xxxxxxx TelephonePhone: (000) 000-0000 FacsimileEmail:xxxxx.xxxx@xxxxx-xxx.xxx Xxxx Xxxxxx, Xx. 420 Xxxxxx Xxxxx Circle Ashdown, AR 71822 Phone: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP Xx. Xxxx X. Babb, President Xxxxxxx Holding Company First Guaranty Insurance Company P.X. Xxx 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 XxxxxXxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. TelephonePhone: (000) 000-0000 FacsimileFax: (000) 000-0000 Email: xxxx.xxxx@xxxxx-xxx.xxx If to the Investor(s): Cornell Capital PartnersPurchaser, LP to: Security National Financial Corporation Xxxxx X. Xxxxx, President 5300 Xxxxx 000 Xxxxxx Xxxxxx -Suite 3700 Jersey CityXxxx, NJ 07302 AttentionXxx 000 Xxxx Xxxx Xxxx, XX 00000 Phone: Xxxx Xxxxxx Portfolio Manager Telephone: (000) -000-0000 FacsimileFax: (000) -000-0000 Email:xxxxxx@xxxxxxxxxxxxxxxx.xxx With a Copy copy (which shall not constitute notice) to: Cornell Capital PartnersMr. Burnie Burner Mitchell, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey CityWilliams, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior ViceXxxxx & Xxxxxxxx, P.L.L.C. 500 X. 0xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000-President Telephone0000 Phone: (000) -000-0000 FacsimileFax: (000) -000-0000 Each party shall provide five (5) days' prior written Email: xxxxxxx@xxxxx.xxx All notices and other communications required or permitted under this Agreement that are addressed as provided in this Article XII will if delivered personally or by nationally recognized overnight express, be deemed given upon delivery, if delivered by facsimile or electronic mail, be deemed delivered when electronically confirmed; and if delivered by certified mail in the manner described above, be deemed given when received. Any Party from time to time may change its address for the purpose of notices to that Party by giving a similar notice specifying a new address, but no such notice will be deemed to have been given until it is actually received by the other party of any change in address or facsimile numberParty sought to be charged with the contents thereof.

1Notices. Any notices, consents, waivers, or All notices and other communications required or permitted pursuant to be given under the terms of this Agreement must shall be in writing and will shall be deemed given if delivered personally, telecopied, sent by nationally-recognized overnight courier or mailed by U.S. registered or certified mail (return receipt requested), postage prepaid, to the Parties at the addresses set forth below or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice or communication shall be deemed to have been delivered and received (ia) upon receiptin the case of personal delivery, when delivered personally; on the date of such delivery, (iib) upon receiptin the case of telecopier delivery, when on the date sent by facsimile, provided a copy if confirmation of receipt is received and such notice is also promptly mailed by U.S. registered or certified mail, mail (return receipt requested; ), (iiic) three in the case of a nationally-recognized overnight courier in circumstances under which such courier guarantees next Business Day delivery, on the next Business Day after the date when sent and (3d) days after being sent by U.S. certified mailin the case of mailing, return receipt requestedon the fifth Business Day following that on which the piece of mail containing such communication is posted to the address provided herein or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Notices to Parties pursuant to this Agreement shall be given 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 8.1): (a) to Woodward: Xxxxxxxx, or (iv) one (1) day after deposit Inc. 0000 Xxxx Xxxxx Xxxx Xxxx Xxxxxxx, Colorado 80525 [***] with a nationally recognized overnight delivery servicecopy to (which shall not constitute notice to Woodward): Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 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 CompanyProfessional Corporation 000 Xxxx Xxxx Xxxx Xxxx Xxxx, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxxxxxx Xxxxxxx Telephone: (000) 000-0000 X. Xxxxxxx Facsimile: (000) 000-0000 With 0000 (b) to GE: General Electric Corporation c/o GE Aviation Xxx Xxxxxxx Xxx Cincinnati, Ohio 45215 [***] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. with a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx to (which shall not constitute notice to GE): Sidley Austin LLP 000 Xxx Xxxxx Xxxxxxxx XxxxxxxxxXxxxxx Xxxxxxx, Xxxxx 0000 Xxxxx, XX Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.0000

1Notices. Any noticesExcept as permitted in Section 35.2 below, consentsany notice, waivers, request or other communications required or permitted communication to be given under the terms of this Agreement must by any party hereunder shall be in writing and will shall be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. registered or certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, postage prepaid and return receipt requested, by hand delivery or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed express courier service to the party to receive the same. The addresses and facsimile numbers for such communications shall befollowing address: If to the CompanyTo Tenant: BELLAGIO, to: Transax International, Ltd. LLC c/o MGM Resorts International 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP Xxxxx 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxx Xxxxx, XX 00000 Attention: Xxxxxxx X. Corporate Legal With a copy to: (that shall not constitute notice) Email: xxxxxxxxxxxx@xxxxxxxxxx.xxx With a copy to: (that shall not constitute notice) Xxxx, Gotshal & Xxxxxx, Esq. TelephoneLLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxx W. Xxxxxxx Xxxx Email: xxxxxxx.xxxxxx@xxxx.xxx xxxxxxx.xxxx@xxxx.xxx To Landlord: c/o Blackstone Real Estate Advisors L.P. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Head, U.S. Asset Management Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx and c/o Blackstone Real Estate Advisors L.P. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx And with copy to (000) 000-0000 Facsimilewhich shall not constitute notice): Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: (000) 000-0000 If to the Investor(s): Cornell Capital PartnersXxxxxxx Xxxxx Email: xxxxxx@xxxxxx.xxx and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Xxx Xxxx 00000 Attention: Xxxx Xxxxxx Portfolio Manager TelephoneXxxxxxxxx Email: (000) 000-0000 Facsimile: (000) 000-0000 With xxxxxxxxxx@xxxxxx.xxx or to such other address as either party may hereafter designate. Notice shall be deemed to have been given on the date of delivery if such delivery is made on a Copy to: Cornell Capital PartnersBusiness Day, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey Cityor if not, NJ 07302 Attention: Xxxx Xxxxxon the first Business Day after delivery. If delivery is refused, EsqNotice shall be deemed to have been given on the date delivery was first attempted. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party A confirmatory copy of any change in address or facsimile numbersuch notice shall also be sent by email.

1Notices. Any notices, consents, waivers, or (a) All notices and other communications required or permitted to be given under the terms of this Agreement must shall be in writing and will shall be deemed to have been delivered given five (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (35) days after being sent by U.S. deposit in the mail, designated as certified mail, return receipt requested, postage-prepaid, or (iv) one (1) day after deposit with being entrusted to a nationally recognized reputable commercial overnight delivery service, in each case properly or when sent out (with receipt confirmed) by facsimile (or to the extent specifically permitted under Section 10.1(c) only, when sent out by electronic means) addressed to the party to receive which such notice is directed at its address determined as in this Section 10.1. All notices and other communications under this Agreement shall be given to the same. The addresses and facsimile numbers for such communications shall be: parties hereto at the following addresses: (i) If to any Credit Party, to such Credit Party in care of the Company, toBorrower at: Transax International, Ltd. Vulcan Materials Company 0000 Xxxx Xxxxx Xxxxxx Xxxxx, 0xx Xxxxx XxxxxXxxxxxxxxx, Xxxxxxx 00000 AttentionAttn: Xxxxxxx Xxxxxxx TelephoneTreasury Services Telecopy No.: (000) 000-0000 Facsimile: (000) 000-0000 With a copy toto (which shall not constitute notice): Vulcan Materials Company 0000 Xxxxx Xxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attn: Xxxxxxxxxxx & Xxxxxxxx General Counsel  With a copy to (which shall not constitute notice):  Xxxxxx Bond Xxxxxxxxx (US) LLP Xxx Xxxx Xxxxxx LLP 000 Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 AttentionAttn: Xxxxxxx X. Xxxx Xxxxxx, Esq. Telephone (ii) If to the Administrative Agent, to it at: (Truist Bank 0000 Xxxxxxxxx Xxxx XX, 0xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Telecopy No.: 000) -000-0000 FacsimileAttention: Portfolio Manager  NAI-1519103236v13 79 With a copy to (000which shall not constitute notice): Xxxxx Day 14201221 Xxxxxxxxx Xxxxxx, X.X. Xxxxx 000000 Xxxxxxx, Xxxxxxx 3030930361 Attn: Xxxx XxXxxxxxx, Esq. Telecopy No: 404-581-8330  (iii) 000-0000 If to the Investor(s): Cornell Capital PartnersLenders, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey Cityto them at the addresses set forth on the signature pages of this Agreement or in any Assignment and Acceptance pursuant to which such Lender became a Lender hereunder; and (iv) If to the Issuing Bank, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: at the address set forth on the signature pages of this Agreement. (000b) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each Any party hereto may change the address to which notices shall provide be directed under this Section 10.1 by giving five (5) days' Business Days’ prior written notice of such change to the other party parties. (c) (i) Notices and other communications to the Lender Group hereunder may be delivered or furnished by electronic communication (including email and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender Group member pursuant to ‎Article 2 if such Lender Group member, as applicable, has notified the Administrative Agent that it is incapable of any change receiving notices under such Section by electronic communication. The Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (x) notices and other communications sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or facsimile numberother written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (y) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (x) of notification that such notice or communication is available and identifying the website address therefor.

1Notices. Any All notices, requests, consents, waiversclaims, or demands, waivers and other communications required or permitted to be given under the terms of this Agreement must hereunder shall be in writing and will shall be deemed to have been delivered given: (ia) upon receipt, when delivered personallyby hand (with written confirmation of receipt); (iib) upon receipt, when received by the addressee if sent by facsimile, provided a copy is mailed by U.S. certified mail, return nationally recognized overnight courier (receipt requested); (iiic) three (3) days after being on the date sent by U.S. facsimile or e-mail of a.pdf document (with confirmation of transmission) if sent prior to 8:00 p.m. in the place of receipt on a Business Day, and on the next Business Day if sent after 8:00 p.m. in the place of receipt on a Business Day or at any time on a date that is not a Business Day; or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed postage prepaid. 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 11.1). (a) if to receive the same. The addresses and facsimile numbers for such communications shall be: If to the CompanyBuyer, to: Transax InternationalGlobal Partners LP 000 Xxxxx Xxxxxx, Ltd. 0000 Xxxx Xxxxxx XxxxxXxxxx 000 Xxxxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx XX 00000 AttentionAttn: Xxxxxxx Xxxxxxx TelephoneChief Operating Officer Email: (000) 000-0000 Facsimile: (000) 000-0000 With xxxxxxxx@xxxxxxx.xxx with a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP Global Partners LP 000 Xxxxx Xxxxxxxx XxxxxxxxxXxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxxx, Senior Associate General Counsel Email: xxxxxxxxx@xxxxxxx.xxx (b) if to Seller, to: Gulf Oil Limited Partnership c/o ArcLight Capital Partners, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxxxxx Xxxxxx, Associate General Counsel Email: xxxxxxx@xxxxxxxx.xxx with a copy to: Xxxxxx & Xxxxxxx LLP 0000 XxxxxXxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxx; Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 AttentionEmail: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.xxxxxxxxxxx.xxxxx@xx.xxx; xxxxxx.xxxxxx@xx.xxx ​ ​

1Notices. Any notices, consents, waivers, or All notices and other communications required or permitted to be given under the terms of this Agreement must be in writing and will be are deemed to have been duly delivered when (ia) upon receiptdelivered if delivered personally or by nationally recognized overnight courier service (costs prepaid), when delivered personally; (iib) upon receipt, when sent by facsimilefacsimile with confirmation of transmission by the transmitting equipment (or, provided the first Business Day following such transmission if the date of transmission is not a copy is mailed Business Day) or (c) received or rejected by U.S. the addressee, if sent by United States of America certified or registered mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The following addresses and or facsimile numbers for and marked to the attention of the individual (by name or title) designated below (or to such communications shall be: other address, facsimile number or individual as a party may designate by notice to the other parties): If to the CompanySeller or ARIAD US: ARIAD Pharmaceuticals, Inc. 00 Xxxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Facsimile: [**] Attention: Chief Executive Officer Chief Legal Officer with a copy (which will not constitute notice) to: Transax InternationalXxxxx & XxXxxxxx LLP 000 Xxx Xxxxxx Xxxxxx Xxxxxx, Ltd. 0000 XX0X 0XX Xxxxxx Xxxxxxx Facsimile: [**] Attention: Xxxx Xxxxxx Xxxxxand Xxxxx & XxXxxxxx LLP 000 Xxxx Xxxxxxxx Xxxxxx, 0xx Suite 5000 Chicago, Illinois 60601 United States of America Facsimile: [**] Attention: Xxxxxx X. Xxxxxx If to the Purchaser or Incyte US: Incyte Corporation 1801 Augustine Cut-Off Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxxx of America Facsimile: [**] Attention: General Counsel with a copy (which will not constitute notice) to: Xxxxxx, Xxxxx Xxxxx& Xxxxxxx LLP 000 Xxxxxxxx Xxxxxx Xxxxxxxxx , Xxxxxxx XX 00000 Xxxxxx Xxxxxx of America Facsimile: [**] Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.

1Notices. Any All notices, consentsrequests, waiversclaims, or demands and other communications required or permitted to be given under the terms of this Agreement must shall be in writing and will shall be deemed to have been delivered (i) upon receipt, when given if delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; overnight courier (iiiproviding proof of delivery) three (3) days after being to the Parties or sent by U.S. certified mail, return electronic mail (read receipt requested, with confirmation not to be unreasonably withheld or delayed) at the following addresses or electronic mail addresses (ivor at such other address for a Party as shall be specified by like notice): (a) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed if to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the CompanyBCI, to: Transax International, Ltd. 0000 :Xxxx Xxxxxx Xxxxxand Nick ThigpenBlack Creek Group518 17th Street, 0xx Xxxxx XxxxxSuite 1700Denver, Xxxxxxx 00000 AttentionColorado 80202Email: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx xxxx.xxxxxx@blackcreekgroupnick.xxxxxxx@xxxxxxxxxxxxxxx.xxx ​ and:Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. TelephoneXxx.Xxxxx Creek Group518 17th Street, Suite 1700Denver, Colorado 80202Email: josh.xxxxxx@blackcreekgroup ​ with a copy (000which shall not constitute notice) 000-0000 Facsimileto:Xxxxxxxx X. MorganKing & Spalding LLP1185 Avenue of the Xxxxxxxx00xx XxxxxXxx Xxxx, Xxx Xxxx 00000Xxxxx: xxxxxxx@xxxxx.xxx ​ ​ and:L. Xxxxx Xxxxxxxxxx, Xx.Xxxx & Xxxxxxxx LLP1180 Peachtree Street, NEAtlanta, Georgia 30309Email: xxxxxxxxxxx@xxxxx.xxx (000b) 000-0000 If if to QR, to:c/o QuadReal Property Group1330 Avenue of the Investor(s): Cornell Capital PartnersAmericas, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey CitySuite 2900New York, NJ 07302 AttentionNew York 10019Attention: Xxxx Xxxxxx Portfolio Manager TelephoneXxxxxxx Xxxxx Email:xxxxxxx.xxxxx@xxxxxxxx.xxx ​ and:c/o QuadReal Property Group666 Burrard Street, Suite 800Vancouver, BC V6C 2X8Attention: Chief Legal OfficerEmail: xxxxx.xxxxx.xxxxxxx@xxxxxxxx.xxx ​ with a copy (000which shall not constitute notice) 000-0000 Facsimileto:Xxx, Castle & Xxxxxxxxx LLP2029 Century Park East, Suite 2100Los Angeles, California 90067Attention:Xxxxxxx X. SnyderEmail: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.xxxxxxx@xxxxxxxxx.xxx

1Notices. Any All notices, requests, consents, waiversclaims, or demands, waivers and other communications required or permitted to be given under the terms of this Agreement must hereunder shall be in writing and will shall be deemed to have been delivered given: (ia) upon receipt, when delivered personallyby hand (with written confirmation of receipt); (iib) upon receipt, when received by the addressee if sent by facsimile, provided a copy is mailed by U.S. certified mail, return nationally recognized overnight courier (receipt requested); (iiic) three (3) days after being on the date sent by U.S. facsimile or e-mail of a.pdf document (with confirmation of transmission) if sent prior to 8:00 p.m. in the place of receipt on a Business Day, and on the next Business Day if sent after 8:00 p.m. in the place of receipt on a Business Day or at any time on a date that is not a Business Day; or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed postage prepaid. 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 11.1). US-DOCS\137246414.29 ​ (a) if to receive the same. The addresses and facsimile numbers for such communications shall be: If to the CompanyBuyer, to: Transax InternationalGlobal Partners LP 000 Xxxxx Xxxxxx, Ltd. 0000 Xxxx Xxxxxx XxxxxXxxxx 000 Xxxxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx XX 00000 AttentionAttn: Xxxxxxx Xxxxxxx TelephoneChief Operating Officer Email: (000) 000-0000 Facsimile: (000) 000-0000 With xxxxxxxx@xxxxxxx.xxx with a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP Global Partners LP 000 Xxxxx Xxxxxxxx XxxxxxxxxXxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxxx, Senior Associate General Counsel Email: xxxxxxxxx@xxxxxxx.xxx (b) if to Seller, to: Gulf Oil Limited Partnership c/o ArcLight Capital Partners, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxxxxx Xxxxxx, Associate General Counsel Email: xxxxxxx@xxxxxxxx.xxx with a copy to: Xxxxxx & Xxxxxxx LLP 0000 XxxxxXxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxx; Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 AttentionEmail: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.xxxxxxxxxxx.xxxxx@xx.xxx; xxxxxx.xxxxxx@xx.xxx

1Notices. Any All general notices, consents, waivers, demands or other communications required or permitted to be given under the terms of this Agreement must or made hereunder (“Notices”) shall be in writing and will delivered personally or sent by courier or sent by electronic mail to the intended recipient thereof. Any such Notice shall be deemed to have been delivered duly served (ia) if given personally or sent by local courier, upon receiptdelivery during normal business hours at the location of delivery or, when delivered personallyif later, then on the next Business Day after the day of delivery; (iib) upon receipt, when if sent by facsimileelectronic mail during normal business hours at the location of delivery, provided a copy is mailed by U.S. certified mailimmediately, return receipt requestedor, if later, then on the next Business Day after the day of delivery; or (iiic) three (3) days after being the third Business Day following the day sent by U.S. certified mail, return receipt requested, reputable international overnight courier (with written confirmation of receipt). Any notice or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall becommunication under this Agreement must be addressed: If to the Company: ECARX Holdings Inc. 16/F, to: Transax InternationalTower 2, Ltd. 0000 Xxxx Xxxxxx XxxxxChina Eastern Airline Binjiang Center 000 Xxxxxxx Xxxx, 0xx Xxxxx XxxxxXxxxxxxx Xxxxxxxx 000000, Xxxxxxx 00000 Xxxxxx’x Xxxxxxxx of China Attention: Xxxxxxx Xxxxxxx TelephoneXxxx Xxxx E-mail: (000) 000-0000 Facsimile: (000) 000-0000 xxxx.xxxx@xxxxxxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP 30/F, China World Office 2 ​ Xx. 0, Xxxx Xxx Men Wai Avenue Beijing 100004, China Attention: Xxxxx X. Xxxxx Email: xxxxx.xxxxx@xxxxxxx.xxx and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP c/o 42/F, Edinburgh Tower, The Landmark 00 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx Attention: Shu Du Email: xxx.xx@xxxxxxx.xxx If to SPAC or the Sponsor: COVA Acquisition Corp./COVA Acquisition Sponsor LLC 000 Xxxx Xxxxxx, Suite 703, San Francisco, California 94108 Attention: Xxx Xxxx Xxxx E-mail: XxxXxxx@xxxxxxxxxxxx.xxx With a copy (which shall not constitute notice) to: Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx XxxxxxxxxXxxxxx, Xxxxx 0000 XxxxxBoston, XX 00000 MA 02116 Attention: Xxxxxxx X. Xxxxxx, Esq. TelephoneXxxxxx Xxxxxxxxxx Email: (000) 000-0000 Facsimile: (000) 000-0000 xxxxxxxxxxx@xxxxxx.xxx If to the Investor(s): Cornell Capital Partnersany Holder, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esqat such Xxxxxx’s address or contact information as set forth under such Xxxxxx’s signature to this Agreement or to such Xxxxxx’s address as found in Company’s books and records. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each Any party shall provide five (5) days' prior may change its address for notice at any time and from time to time by written notice to the other party 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. Any Holder not desiring to receive Notices at any time and from time to time may so notify the other parties, who shall thereafter not make, give or deliver any Notice to such Holder until duly notified otherwise (or until the expiry of any change period specified in address or facsimile numbersuch Holder’s notice).

1Notices. Any noticesnotice, consentsdemand, waiversrequest, waiver or other communications communication required or permitted to be given under the terms of this Agreement must hereunder shall be in writing (including electronic format) and will shall be deemed to have been delivered effective (i) upon receipt, when delivered personallydelivery in person (including by reputable express courier service) at the address set forth below; (ii) upon receiptdelivery by facsimile (as verified by a printout showing satisfactory transmission) at the facsimile number designated below (if sent on a business day during normal business hours where such notice is to be received and if not, when sent by facsimile, provided a copy on the first business day following such delivery where such notice is mailed by U.S. certified mail, return receipt requestedto be received); (iii) by electronic mail (as verified by a printout showing satisfactory transmission) at the electronic mail address set forth below (if sent on a business day during normal business hours where such notice is to be received and if not, on the first business day following such delivery where such notice is to be received); or (iv) upon three (3) business days after being sent mailing with the United States Postal Service if mailed from and to a location within the continental United States by U.S. registered or certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the address set forth below. Any party hereto may from time to receive time change its physical or electronic address or facsimile number for notices by giving notice of such changed address or number to the sameother party hereto in accordance herewith. The addresses and facsimile numbers for such communications shall be: If to the CompanyPurchaser or Xxxxx at: Xxxxxx Corp. 00 Xxx Xxxx Xxxx Xxxxxxxxx, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xx. Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx TelephoneXxxxxx, President Facsimile No.: Email Address: With a copy (which shall not constitute notice) to: Xxxx X. Xxxxxxx, Esq. Xxxx X. Xxxxxxx, P.A. 0000 X.X. 000xx Xxxxxx Offices at Xxxxxxxxx Xxxxx 000 Xxxxx, XX00000 Facsimile No.: (000) 000-0000 FacsimileEmail Address: xxxxxxxxxx@xxxxx.xxx If to Private Company or Common Shareholders at: Apptigo Inc. 00 Xxxxxxxx Xxx Xxxxx 00X Xxxxx Xxxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx, President Facsimile No.: Email Address: xxxxx@xxxxxxx.xxx With a copy (000which shall not constitute notice) to: Xxxxxx X. Xxxxx, Esq. The Law Office of Xxxxxx X. Xxxxx & Associates, P.C. 0000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxx Xxxxxx, XX00000 Facsimile No.(000) 000-0000 With a copy toEmail Address:xxx@xxxxxxxx.xx If to Preferred Shareholder: Xxxxxxxxxxx & The Vantage Group Ltd. 0000 Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. :Xxxx Xxxxxx, Esq. TelephonePresident Facsimile No.: (000) 000-0000 FacsimileEmail: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.xxx@xxxxxxxxxxxx.xxx

1Notices. Any notices, consents, waivers, notice or other communications communication required or permitted to be given delivered to any Party under the terms of this Agreement must shall be in writing and will shall be deemed to have been delivered properly delivered, given and received (ia) upon receipt, receipt when delivered personally; by hand, (iib) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) two business days after being sent by U.S. certified mail, return receipt requested, registered mail or (iv) one (1) day after deposit with a nationally recognized overnight by courier or express delivery service, (c) if sent by email transmission prior to 6:00 p.m. recipient’s local time, upon transmission when receipt is confirmed or (d) if sent by email transmission after 6:00 p.m. recipient’s local time and receipt is confirmed, the business day following the date of transmission; provided that, in each case properly case, the notice or other communication is sent to the physical address or email address set forth beneath the name of such Party below (or to such other physical address or email address as such Party shall have specified in a written notice given to the other parties hereto): If to Parent or Purchaser, addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall beit at: If to the CompanyEnel Green Power North America, to: Transax InternationalInc. 000 Xxxxxxxxxx Xxxxxx, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP Xxx 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 XxxxxXxxxxxx, XX 00000 E-mail: xxxxxxxxxxxxxx@xxxx.xxx Attention: Xxxxx Xxxxxxxxxx with a copy to (which shall not constitute actual or constructive notice): Skadden, Arps, Slate, Xxxxxxx X. & Xxxx LLP 0000 Xxx Xxxx Xxxxxx, Esq. TelephoneX.X. Xxxxxxxxxx, XX 00000 E-mail: (000) 000-0000 FacsimileXxxxx.Xxxxxxx@xxxxxxx.xxx Xxxxxx.Xxxxx@xxxxxxx.xxx Attention: (000) 000-0000 Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxx If to a Stockholder, addressed to such Stockholder at such Stockholder’s address, facsimile number or email address set forth on a signature page hereto, or to such other address, facsimile number or email address as such Party may hereafter specify in writing for the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written purpose by notice to the each other party of any change in address or facsimile numberParty hereto.

1Notices. Any All notices, consentsrequests, waiversdemands, consents and communications necessary or other communications required or permitted to be given under the terms of this Agreement must shall be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when by hand or sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. registered or certified mail, return receipt requested, by overnight prepaid courier or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall beby e-mail to: If to Buyer, or following Closing, to the Company: Rhythm Pharmaceuticals Netherlands B.V. c/o Rhythm Pharmaceuticals, to: Transax InternationalInc. 000 Xxxxxxxx Xxxxxx, Ltd. Xxxxx 0000 Xxxx Xxxxxx XxxxxXxxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx XX 00000 Attention: Xxx Xxxxxxxx Telephone: 000-000-0000 Email: xxxxxxxxx@xxxxxxxx.xxx with a copy (which shall not constitute notice) to: Xxxxxx & Xxxxxxx Xxxxxxx LLP 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Boston, Massachusetts 02116 Attention: Xxxxx Xxxxxxxxx; Xxxxxx Ring Telephone: (000) 000-0000 FacsimileEmail: (000) 000-0000 With xxxxx.xxxxxxxxx@xx.xxx; xxxxxx.xxxx@xx.xxx If to Seller Representative: Thudaumot Holding B.V. Omval 84 1096 HW Amsterdam The Netherlands Attention: Xxxxxxxx van der Xxxxx Email: x.xxxxxxxxxxx@xxxxxxxx.xx with a copy (which shall not constitute notice) to: Xxxxxxxxxxx Xxxxx & Xxxxxxxx Xxxxx LLP Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 The Netherlands Attention: Xxxxxxxxxx xx Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Xxxxxx Xxxxxxxx Telephone: +00 (0000) 000-00 000 0000 FacsimileEmail: (000) 000-0000 Xxxxxxxxxx.xxXxxxx@XxxxxXxxxx.xxx; Xxxxxx.Xxxxxxxx@XxxxxXxxxx.xxx ​ ​ ​ If to any Seller: Such address listed on the Investor(s): Cornell Capital PartnersCompany’s books and records. All such notices, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey Cityrequests, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: demands, consents and other communications shall be deemed to have been duly given or sent three (0003) 000-0000 Facsimile: days following the date on which mailed, or one (0001) 000-0000 With a Copy to: Cornell Capital Partnersday following the date mailed if sent by overnight courier, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey Cityor on the date on which delivered by hand or by email or other electronic transmission, NJ 07302 Attention: Xxxx Xxxxxas the case may be, Esqand addressed as aforesaid. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written Any notice to the other party of be given to any change in address or facsimile numberSeller hereunder shall be given to Seller Representative or, if for any reason there ceases to be a Seller Representative, to each Seller.

1Notices. Any noticesANY NOTICES, consentsCONSENTS, waiversWAIVERS, 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 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 (iI) upon receiptUPON RECEIPT, when delivered personallyWHEN DELIVERED PERSONALLY; (iiII) upon receiptUPON RECEIPT, when sent by facsimileWHEN SENT BY FACSIMILE, provided a copy is mailed by PROVIDED A COPY IS MAILED BY U.S. certified mailCERTIFIED MAIL, return receipt requestedRETURN RECEIPT REQUESTED; (iiiIII) three THREE (3) days after being sent by DAYS AFTER BEING SENT BY U.S. certified mailCERTIFIED MAIL, return receipt requestedRETURN RECEIPT REQUESTED, or OR (ivIV) one ONE (1) day after deposit with a nationally recognized overnight delivery serviceDAY AFTER DEPOSIT WITH A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE, in each case properly addressed to the party to receive the sameIN EACH CASE PROPERLY ADDRESSED TO THE PARTY TO RECEIVE THE SAME. The addresses and facsimile numbers for such communications shall beTHE ADDRESSES AND FACSIMILE NUMBERS FOR SUCH COMMUNICATIONS SHALL BE: If to the Company, to: :Transax International, Ltd. 0000 Xxxx Xxxxxx XxxxxXxxxxx Xxxxx - Xxxxx 000 Xxxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Investor(s):Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.

1Notices. Any All notices, consentsrequests, waivers, or consents and other communications required or permitted to be given under the terms of this Agreement must hereunder shall be in writing writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and will shall be deemed to have been delivered either (i) upon receiptdelivered by hand, when delivered personally; (ii) upon receiptmade by telecopy or facsimile transmission, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. recognized overnight courier, or (iv) sent by registered or certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall bepostage prepaid: If to the CompanySellers: Xxxxxx Healthcare S.A. Xxxxxxxxxxxx 0, toXX-0000 Xxxxxxxx, Xxxxxxxxxxx Attn: Transax InternationalGeneral Manager Fax: +00 00 000 00 00 Xxxxxx International Inc. Xxx Xxxxxx Xxxxxxx Deerfield, Ltd. IL 60015 Attn: Corporate Vice President & General Counsel Fax: 000.000.0000 If to the Buyer: ZIOPHARM Oncology, Inc 0000 Xxxx Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxxx Xxxxx, 0xx Xxxxx XxxxxMD, Xxxxxxx 00000 AttentionPhD Chief Executive Officer and Executive Chairman Fax: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-000 000 0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx ZIOPHARM Oncology, Inc 000 Xxxxxx LLP 000 Xxxxx Xxxxxxxx XxxxxxxxxXxxxxx, Xxxxx 0000 Xxxxx000 Xxxxxxxxxxx, XX 00000 AttentionAttn: Xxxxxxx X. Xxx Xxxxxx, Esq. TelephoneSenior Vice President, Business and Development Operations Fax: 000 000 0000 All notices, requests, consents and other communications hereunder shall be deemed to have been received (000i) 000-0000 Facsimile: (000) 000-0000 If if by hand, at the time of the delivery thereof to the Investor(s): Cornell Capital Partnersreceiving party at the address of such party set forth above or as so designated, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City(ii) if made by telecopy or facsimile transmission, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (000iii) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partnersif sent by overnight courier, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written on the next business day following the day such notice is delivered to the other party of any change in address courier service, or facsimile number(iv) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

1Notices. Any notices, consents, waivers, or All notices and other communications required or permitted to be given under the terms of this Agreement must be in writing and will be are deemed to have been duly delivered when: (ia) upon receiptdelivered, when if delivered personallypersonally or by nationally recognized overnight courier service (costs prepaid); (iib) upon receipt, when sent by facsimilefacsimile or by email with confirmation of receipt (or, provided the first Business Day following such transmission if the date of transmission is not a copy is mailed Business Day); or (c) received or rejected by U.S. the addressee, if sent by United States of America certified or registered mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The following addresses and or facsimile numbers for and marked to the attention of the individual (by name or title) designated below (or to such communications shall be: other address, facsimile number or individual as a party may designate by notice to the other party): If to the CompanySeller: Achaogen, to: Transax International, Ltd. 0000 Xxxx Xxxxxx Xxxxx, 0xx Inc. Xxx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP Xxxxx 000 Xxxxx Xxxxxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxx, Chief Executive Officer Email: xxxxx@xxxxxxxx.xxx Meru, LLC 0000 Xxxxxxxxx Xxxxxx, XX, Xxxxx 0000 XxxxxXxxxxxx, XX 00000 AttentionAttn: Xxxx Xxxxxxxx, Managing Partner Email: xxxx@xxxxxxxxx.xxx with a copy (which will not constitute notice) to: Xxxxx Lovells US LLP 1999 Avenue of the Stars, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxxxx X. XxxxxxXxxxx, Esq. TelephoneEsquire Xxxx Xxxxx, Esquire Email: xxxx.xxxxx@xxxxxxxxxxxx.xxx xxxx.xxxxx@xxxxxxxxxxxx.xxx following the Closing, with a copy (000which will not constitute notice) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital PartnersAkin Gump Xxxxxxx Xxxxx & Xxxx LLP Xxx Xxxxxx Xxxx Xxx Xxxx, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 AttentionXX 00000 Attn: Xxxx Xxxxx, Esq. Senior Vice-President TelephoneEmail: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice xxxxxx@xxxxxxxx.xxx If to the other party of any change in address or facsimile numberPurchaser: Cipla USA Inc. c/o Cipla Ltd. Cipla House, Peninsula Business Park Xxxxxxxxxx Xxxxx Xxxx, Xxxxx Xxxxx Xxxx Xxxxxx, Xxxxxxxxxxx 000000, Xxxxx Attn: A.S. Kumar, Esq., Global General Counsel Email: xx.xxxxx@xxxxx.xxx xxxxxxxxxxx@xxxxx.xxx with a copy (which will not constitute notice) to: Xxxxxx Xxxx & Xxxxxx LLP 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxxx, Esq. Email: XXxxxxxx@XxxxxxXxxx.xxx

1Notices. Any All notices, consentsrequests, waiversclaims, demands or other communications that are required or permitted to may be given under pursuant to the terms of this Agreement must shall be in writing and will shall be deemed to have been duly given: (a) when delivered, if delivered (i) upon receipt, when delivered personallyby hand; (ii) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested; (iii) three (3) days after being sent by U.S. certified mail, return receipt requested, or (ivb) one (1) day Business Day after deposit with transmitted, if transmitted by a nationally recognized overnight delivery courier service; (c) when sent by electronic mail (with copy by mail or courier) or confirmed facsimile during regular business hours on a regular Business Day; or (d) five (5) Business Days after mailing, in each case properly addressed if mailed by registered or certified mail (return receipt requested), to the party to receive Parties at the same. The following addresses and facsimile numbers (or at such other address for such communications a Party as shall be: be specified in a notice given in accordance with this Section 9.1): If to the CompanyPurchaser: iBio, to: Transax International, Ltd. Inc. 0000 Xxxx Xxxxxx XXX Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) -000-0000 FacsimileAttention: Chief Executive Officer Email:### ​ With a copy to (000) 000-which shall not constitute notice or such other communication): Venable LLP 000 Xxxx Xxxxx Xxxxxx, Suite 900 Baltimore, Maryland 21202 Attn: Xxxxxxx X. Xxxxxx, Xx., Esquire Telephone:+0 000 000 0000 Email: ### If to Seller: RubrYc Therapeutics, Inc. 000 Xxxxxxxxxx Xxxx Xxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Email: ### ​ With a copy to: Xxxxxxxxxxx Xxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxxx LLP 00 Xxxxx Xxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 XxxxxXxxxxxxxxxx, XX Xxxxxxxxx 00000 AttentionAttn: Xxxxxxx Xxxxx X. Xxxxxx, Esq. TelephoneXxxxx Email: (000) 000-0000 Facsimile: (000) 000-0000 If to the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.### ​

1Notices. Any (a) All notices, consents, waivers, requests or other communications required consents provided for or permitted to be given under the terms of this Agreement must will be in writing and will be deemed to have been delivered given (ia) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified depositing such writing in the United States mail, return receipt requested; (iii) three (3) days after being sent by U.S. addressed to the recipient, postage paid and certified mail, with return receipt requested, (b) by depositing such writing with a reputable overnight courier for next day delivery or (ivc) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed by delivering such writing to the party recipient in person, by courier or by email transmission. A notice, request or consent given under this Agreement will be effective on receipt by the Person to receive it except that a notice, request or consent given by email transmission will be effective when sent. All notices, requests and consents to be sent to the same. The Parties will be sent to or made at the addresses and facsimile numbers given for such communications shall bethat Party as follows: If to the CompanyContributor, to: Transax International, Ltd. HOBO Renewable Diesel LLC 0000 Xxxx Xxx Xxxx., Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxx Xxxxx Email: xxxxxx@xxxxxx.xxx With a copy to (which shall not constitute notice): ​ King & Spalding LLP 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx XxxxxX. Xxxxxx Exhibit B - 31 ​ Email: xxxxxxx@xxxxx.xxx If to Project HoldCo, 0xx to: ​ [insert legal name of Project HoldCo] 0000 Xxxx Xxx Xxxx, Xxxxx Xxxxx0000 Xxxxxxx, Xxxxxxx XX 00000 Attention: [●] Email: [●] With a copy to: ​ Evolve Transition Infrastructure LP c/o Stonepeak Infrastructure Partners 000 Xxxxxx Xxxxxx, Suite 6290 Houston, Texas 77002 Attn: Xxxx Xxxxxx Email: Xxxxxx@xxxxxxxxxxxxxxxxx.xxx ​ With an additional copy to: ​ Stonepeak Partners LP 55 Xxxxxx Yards 000 X. 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxx Telephoneand Xxxxxxxx Xxxxxxxx Email: xxxxxxx@xxxxxxxxxxxxxxxxx.xxx; xxxxxxxxxxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx With an additional copy to (000) 000-which shall not constitute notice): ​ Sidley Austin LLP 0000 Facsimile: (000) 000-0000 With a copy to: Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxx Xxxxxxxx XxxxxxxxxXx., Xxxxx 0000 XxxxxXxxxxxx, XX Xxxxx 00000 Attention: Xxxxxxx Xxxxx X. XxxxxxXxxxxxxx Email: xxxxxxxxx@xxxxxx.xxx (b) Notice given by personal delivery, Esqmail or overnight courier pursuant to this Section 8.1 shall be effective upon physical receipt. Telephone: (000) 000Notice given by facsimile or other electronic transmission pursuant to this Section 8.1 shall be effective as of the date of confirmed delivery if delivered before 5:00 P.M. Central Time on any Business Day at the place of receipt or the next succeeding Business Day if confirmed delivery is after 5:00 P.M. Central Time on any Business Day or during any non-0000 Facsimile: (000) 000-0000 If to Business Day at the Investor(s): Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a Copy to: Cornell Capital Partners, LP 000 Xxxxxx Xxxxxx -Suite 3700 Jersey City, NJ 07302 Attention: Xxxx Xxxxx, Esq. Senior Vice-President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Each party shall provide five (5) days' prior written notice to the other party place of any change in address or facsimile numberreceipt.