Common use of Notices, Consents, Etc Clause in Contracts

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business 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 any Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any GuarantorCompany: Carbonics Capital Corporation Xxx Evolucia Inc. 0000 Xxxxxxxxxxxx Xxxxxxx Xxxx XxxxxSarasota, Xxxxx 0000 Xxx Xxxx, XX 00000 Florida 34240 Attention: Xxx Xxxxxxxxx, CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured PartyWith a Copy to: YA Global InvestmentsXxxxxxx PLLC 00 Xxxxx Xxxxxx, L.P. c/o Yorkville AdvisorsXxxxx 000 Xxxxxxxxx Xxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Xxx Xxxx 00000 Attention: Xxxx Xxxxx Xxxxxxx X. Xxxxxxx, Esq. Telephone: (000) -000-0000 Facsimile: (000) -000-0000 With Copies toIf to the Holder: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 To the address set forth in the Subscription Agreement or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any Guarantor: c/o Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX Xxx Xxxx 00000 Attention: CEO Chief Executive Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC New EarthShell Corporation 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Esq. Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Xxxxxx - Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business 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 any GuarantorCompany: Carbonics Capital Corporation Xxx Xxxx XxxxxAriel Way, Inc. 0000 Xxxxxx Xxxxxxxx Xxxxx Suite 1220, Vienna, VA USA Attention: Chief Executive Officer Telephone: +0 000 000 0000 Xxx Facsimile: +0 000 000 0000 With a copy to: Xxxxxxx Xxxx, XX 00000 P.C. 0000 X Xxxxxx, N.W. Suite 525 Washington, D.C. 20036 USA Attention: CEO Xxxx R.E. Xxxx, Esq. Telephone: +0 000 000-0000 (Direct Dial) Facsimile: +0 000 000) -0000 If to the Lender: Xxxxxx Xxxxx 000 Xxxxxxxxxxx Xxxx Rockwall, TX 75032 Facsimile: 000-000-0000 With a copy to: Xxxxxxx & Xxxxxxx, PLLC 0000 Xxxxxx Xxxxx Xxxxxxx Suite 310 Plano, TX 75093 Attention: Xxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business 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 any Guarantor: Carbonics Capital c/o GreenShift Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxxxx, Esquire 000 Xxxx Xxxxxx, Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global InvestmentsCorn Oil Systems, L.P. LLC c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx XxxxxxxxXxxxxxx X. Xxxxxx, Esquire Yorkville AdvisorsXxxxxx & Xxxxxxxxxx LLP Xxxxx Xxxxxx Xxxxx Xxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Xxxxxxxxxxxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers consents or other communications required or permitted to be sent or given under hereunder by any of the terms hereof must Parties shall in every case be in writing and will shall be deemed to have been delivered: properly served if and when (ia) upon receiptdelivered by hand, when delivered personally; (iib) upon receipttransmitted by e-mail or other means of electronic transmission, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iiic) one (1) business day after deposit with a nationally recognized delivered by Federal Express or other express overnight delivery service, in each case properly addressed or (d) sent by registered or certified mail, return receipt requested, to the party to receive Parties at the same. The addresses and facsimile numbers for as set forth below or at such communications shall beother addresses as may be furnished in writing: If to any Guarantorthe Sellers’ Representative: Carbonics Capital Corporation Xxx Mx. Xxxxxxx X. Phillips 1000 Xxxx Xxxxx, Xxxxx 0000 Xxx XxxxXxxxxx Xxxx Xxxxxxx, XX 00000 Attention: CEO TelephonePhone: (000) 000-0000 FacsimileEmail: bxxxxxxxxxxxxxxxxxxx@xxxxx.xxx with a copy (which shall not constitute notice to Sellers’ Representative) to: Montello Law 2000 XX 000xx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Lxxxx X. Xxxxxxxx, Esquire Phone: (000) 000-0000 Email: lxxxxxxxx@xxxxxxxxxxx.xxx If to Secured Partythe Buyer: YA Global InvestmentsPatriot National, L.P. c/o Yorkville AdvisorsInc. 400 X. Xxx Xxxx Xxxx., LLC 000 Xxxxx 0000 Xxxx Xxxxxxxxxx, XX 00000 Attn: Cxxxxxxxxxx X. Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx TelephonePhone: (000) 000-0000 FacsimileEmail: cxxxxx@xxxxxx.xxx with a copy (which shall not constitute notice to Buyer) to: Sxxxxxx Xxxxxxx & Bxxxxxxx LLP 425 Lexington Avenue Attn: Gxxx Xxxxxxxx Phone: (000) 000-0000 With Copies toEmail: gxxxxxxxx@xxxxxx.xxx If to the Company (prior to the Closing): Global HR Research LLC 9000 Xxxxxxxxxxx Xxxx, Xxxxx Xxxxxxxx000 Xxxx Xxxxx, Esquire Yorkville AdvisorsXxxxxxx 33912 Attn: Axxxxx Xxxxxxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneManager Phone: (000) 000-0000 FacsimileEmail: axxxxxxxxxx@xxxxxxx.xxx with a copy (which shall not constitute notice to the Company) to: Montello Law 2000 XX 000xx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Lxxxx X. Xxxxxxxx, Esquire Phone: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention Email: lxxxxxxxx@xxxxxxxxxxx.xxx Date of service of such notice shall be (i) the date such notice is delivered by hand, e-mail or other person as form of electronic transmission, (ii) one Business Day following the recipient party has specified delivery by written notice given to each other party express overnight delivery service, or (iii) three (3) business days prior to Business Days after the effectiveness date of such change. Written confirmation of receipt (A) given mailing if sent by the recipient of such notice, consent, waiver certified or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectivelyregistered mail.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any GuarantorCompany: Carbonics Capital Corporation Xxx LIFELOGGER TECHNOLOGIES CORP. 10000 Xxxxxxxxxx Xxxxx Xxxx, Xxxxx 000X Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: Sxxxxxx Xxxxxx, Chief Executive Officer Telephone: 1-844-Lifelog With a Copy to: LEGAL & COMPLIANCE, LLC 300 Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX Xxxxxxx 00000 Attention: CEO Lxxxx X. Xxxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Partythe Holder: YA Global InvestmentsGLAMIS CAPITAL SA Trust Company Complex Ajeltake Road, L.P. c/o Yorkville AdvisorsAjeltake Island Majuro, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 MH 96960 Mxxxxxxx Islands Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Axxxxxx Killarney Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 + 41 22 761 44 89 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any Guarantor: Carbonics Capital Corporation Xxx Xxxx XxxxxHipCricket Hip Cricket 3000 Xxxxxxxx Xxx, Xxxxx 0000 Xxx XxxxSuite 303 Bellevue, XX 00000 WA 98004 Attention: CEO Ixxx Xxxxxxx Telephone: (000) 000-0000 FacsimileFacsimilie: (000) 000-0000 If to Secured PartyNeoMedia: YA Global InvestmentsNeomedia Technologies, L.P. c/o Yorkville Advisors, LLC 000 Inc. 2000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Xxxxx 000 Xxxx Xxxxx, XX 33901 Attention: Xxxx Xxxxx Wxxxxxx X. Xxxxxxx, Xx. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies a copy to: Kxxxxxxxxxx & Lxxxxxxx Xxxxxxx Gxxxx Xxxxx XxxxxxxxLLP 200 Xxxxx Xxxxxxxx Xxxx. - Xxxxx 0000 Xxxxx, Esquire Yorkville AdvisorsXX 00000-0000 Attention: Cxxxxxx X. Xxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business trading days prior to the effectiveness of such change. Written confirmation of receipt (Aa) given by the recipient of such notice, consent, waiver or other communication, (Bb) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (Cc) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (ia), (iib) or (iiic) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers consents or other communications required or permitted to be sent or given under hereunder by any of the terms hereof must Parties shall in every case be in writing and will shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by E‑mail or other means of electronic transmission, but not facsimile, or (c) delivered by Federal Express or other express overnight delivery service, or registered or certified mail, return receipt requested, to have been deliveredthe Parties at the addresses as set forth below or at such other addresses as may be furnished in writing: If to Sellers: See Schedule 11.1 With copies to: Argosy Investment Partners V, L.P. (as Sellers’ Representative) 000 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxx, Pennsylvania 19087-1845 Attention: Xx. Xxxxxxx X. Bailey E-mail: xxxxxxx@xxxxxxxxxxxxx.xxx 77 and Xxxxxxx & Xxx, P.C. 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Xxxx xx Xxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxxx, Esquire E-mail: xxx@xxxxxxxxxx.xxx If to the Buyer: AquaVenture Holdings, Inc. c/o Seven Seas Water Corporation 00000 Xxxxxxx Xxxxxx Tampa, FL 33626 Attention: Xxxx Xxxxx and Xxxx Xxxx E-mail: xxxxxx@0xxxxxxxxx.xxx; xxxxx@0xxxxxxxxx.xxx With copies to: AquaVenture Holdings Limited c/o Seven Seas Water Corporation 00000 Xxxxxxx Xxxxxx Tampa, FL 33626 Attention: Chief Financial Officer E-mail: xxxxxxx@0xxxxxxxxx.xxx and Xxxxxxx Procter LLP 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxx X. Xxxxxxx, Esq. & Xxxxxx X. Xxxx, Esq. Email: xxxxxxxx@xxxxxxxxxx.xxx; xxxxx@xxxxxxxxxx.xxx Date of service of such notice shall be (i) upon receiptthe date such notice is delivered by hand, when delivered personally; (ii) upon receipt, when the date such notice is sent by facsimile (provided confirmation E‑mail or other form of electronic transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized Business Day following the delivery by express 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 any Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: or (000iv) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to Business Days after the effectiveness date of such change. Written confirmation of receipt (A) given mailing if sent by the recipient of such notice, consent, waiver certified or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectivelyregistered mail.

Notices, Consents, Etc. Any notices, consents, waivers or other communications All notices required or permitted to be given under the terms hereof must hereunder shall be in writing and will may be delivered by hand, by electronic transmission in .pdf format or similar format, by nationally recognized private courier, or by U.S. mail. Notices delivered by mail shall be deemed to have been given three Business Days after being deposited in the U.S. mail, postage prepaid, registered or certified mail. Notices delivered by hand shall be deemed delivered when actually delivered: (i) upon receipt, when . Notices given by nationally recognized private courier shall be deemed delivered personally; (ii) upon receipt, when sent on the date delivery is promised by the courier. Notices given by facsimile (provided confirmation of or by electronic transmission shall be deemed given on the first Business Day following receipt; provided, however, that a notice delivered electronic transmission shall only be effective if such notice is mechanically also delivered by hand, deposited in the U.S. mail, postage prepaid, registered or electronically generated and kept on file certified mail, or given by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight private courier on or before two Business Days after its delivery service, in each case properly by facsimile or electronic transmission. 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 any GuarantorParent or Seller: Carbonics Capital Corporation Xxx Xxxx XxxxxBallantyne Strong, Inc. 4000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxx 000 Xxxxxxxxx, XX 00000 Attn: Mxxx Xxxxxxxx, CEO with a copy to: Kxxxxx MxXxxxxx PC 50 X. Xxxxx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 AttentionAttn: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Axxxxxxxx X. Xxxxxxx If to Secured PartyBuyer: YA Global InvestmentsSageNet LLC 10000 X 00xx Xxxxxx Xxxxx XX 00000 Attn: Dxxxx Xxxxxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies CEO with a copy to: Xxxxx SxxxXxxXxxxx@xxxxxxx.xxx Copy to: Hirschler 2000 X. Xxxx Xxxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneXX 00000 Attn: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.Rxxxxxxx X. Xxxxxxx

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business 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 any Guarantor: Carbonics Capital Corporation Xxx Xxxx CSS Management Corp. 0000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 Attention: C. Xxxxxx XxXxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy (which shall not constitute notice) to: Xxxxxxx X. Xxxxxxx, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: CEO TelephoneFacsimile: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Legal Department Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any GuarantorCompany: Carbonics Capital Corporation Xxx Global Investor Services, Inc. 000 Xxxx Xxxxx000 Xxxxx Orem, Xxxxx 0000 Xxx XxxxUtah, XX 00000 84058 Attention: Xxxxxxxx X. Xxxxxx, CEO or Attention: Xxxxxxx Xxxxxx, CFO Telephone: (000) -000-0000 Facsimile: (000) -000-0000 With a Copy to: Xxxxxxx PLLC 00 Xxxxx Xxxxxx, Xxxxx 000 Rockville Centre, New York 11570 Attention: Xxxxxxx X. Xxxxxxx, Esq. Telephone: 000-000-0000 Facsimile: 000-000-0000 If to Secured Partythe Holder: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 To the address set forth in the Subscription Agreement or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any All notices, requests, demands, consents, waivers or disclosures and other communications required or permitted to be given under the terms hereof hereunder must be in writing (which shall include communications by telecopy and will facsimile) in order to be effective and shall be deemed to have been deliveredbe properly given: (ia) upon receipton the date of delivery in Person or by courier or overnight service, when delivered personally; (iib) upon receipttwo (2) Business Days after it is sent by first class registered or certified mail, when postage prepaid, return receipt requested, (c) on the date sent by facsimile (provided transmission with confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (with confirmation sent as in (a) or (iii) one (1) business day after deposit with a nationally recognized overnight delivery servicec)), in each case properly addressed to the party to receive Parties at the same. The addresses and facsimile numbers for such communications shall beas set forth below: If to any Guarantorthe Buyer: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx XxxxPhase Forward Incorporated 000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: CEO TelephonePresident Facsimile: (000) 000-0000 with copies (which shall not constitute notice) to: Phase Forward Incorporated 000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: General Counsel Facsimile: (000) 000-0000 and Xxxxxxx Procter LLP Exchange Place Boston, MA 02109 Attention: Xxxx Xxxxxxxx Facsimile: (000) 000-0000 If to Secured PartyMember Representative: YA Global Investments, L.P. Xxxxxxx Xxxxxx c/o Yorkville AdvisorsRealityCorp Tower Office Park 000 Xxxxx Xxxxx Xx., LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City103 Newport, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 DE 19804 Facsimile: (000) 000-0000 With Copies with a copy (which shall not constitute notice) to: Xxxxxxx Xxxxx XxxxxxxxXxxxxxx & Ingersoll, Esquire Yorkville Advisors, LLC 000 LLP 0000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone00xx Xxxxx Xxxxxxxxxxxx, XX 00000 Attention: (000) 000-0000 Xxxx Xxxxxxx Facsimile: (000) 000-0000 or at to such other address and/or facsimile number and/or as the Parties hereto may communicate to the attention others in accordance with this Section 10.2. Any Party may change the address to which notices are to be sent by giving notice of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior change of address to the effectiveness of such changeother Parties. Written confirmation of receipt (A) The date on which any notice, request, demand, disclosure or other communication is deemed to have been given is the date on which it is received by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectivelyParty.

Notices, Consents, Etc. Any notices, consents, waivers consents or other communications required or permitted to be sent or given under hereunder by any of the terms hereof must Parties shall in every case be in writing and will shall be deemed to have been delivered: properly served if and when (ia) upon receiptdelivered by hand, when delivered personally; (iib) upon receipttransmitted by E-mail or other means of electronic transmission, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iiic) one (1) business day after deposit with a nationally recognized delivered by Federal Express or other express overnight delivery service, in each case properly addressed or registered or certified mail, return receipt requested, to the party to receive Parties at the same. The addresses and facsimile numbers for as set forth below or at such communications shall beother addresses as may be furnished in writing: If to any Guarantorthe Sellers: Carbonics Capital Corporation Xxx Xxxx XxxxxX. X. Xxxxxxxxx & Sons Company and XX Xxxxxxxxx Logistics Services Worldwide, Xxxxx 0000 Xxx XxxxInc. 00 X. Xxxxxx Drive, XX 00000 Suite 3600 Chicago, IL 60601 Attention: CEO Xxxxxx X. Xxxxxxx Telephone: (000) 000-0000 FacsimileE-mail: (000) 000-0000 If to Secured Partyxxx.x.xxxxxxx@xxx.xxx with a copy to: YA Global InvestmentsXxxxx & Xxxxxxxxx LLP 0 Xxxxx Xxxxxx Xxxxx, L.P. c/o Yorkville AdvisorsSuite 4500 Chicago, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 IL 60606 Attention: Xxxx Xxxxx Xxxxxxx Telephone: (000) 000-0000 FacsimileE-mail: (xxxxxxxx@xxxxxxxx.xxx If to the Buyer or Parent: TForce Worldwide, Inc. and TForce Holdings USA, Inc. 0000 Xxxxx-Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxx-Xxxxxxx, Xxxxxx X0X 0X0 Attention: Xxxxxxx Xxxxxxxx Telephone: 000) -000-0000 With Copies E-mail: xxxxxxxxx@xxxxxxx.xxx with a copy to: TForce Holdings USA, Inc. 0000 Xxxxx-Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx000 Xxxxx-Xxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 X0X 0X0 Attention: Xxxxxxx Xxxxxxxx Telephone: (000) -000-0000 FacsimileE-mail: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention xxxxxxxxx@xxxxxxx.xxx Date of service of such notice shall be (i) the date such notice is delivered by hand, E-mail or other person as form of electronic transmission, (ii) one (1) Business Day following the recipient party has specified delivery by written notice given to each other party express overnight delivery service, or (iii) three (3) business days prior to Business Days after the effectiveness date of such change. Written confirmation of receipt (A) given mailing if sent by the recipient of such notice, consent, waiver certified or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectivelyregistered mail.

Notices, Consents, Etc. Any notices, consents, waivers consents or other communications required or permitted to be sent or given under hereunder by any of the terms hereof must Parties shall in every case be in writing and will shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by facsimile, E‑mail or other means of electronic transmission, or (c) delivered by Federal Express or other express overnight delivery service, or registered or certified mail, return receipt requested, to have been deliveredthe Parties at the addresses as set forth below or at such other addresses as may be furnished in writing: If to the Seller: Hearthside Food Solutions, LLC3250 Lacey Road; Suite 200Downers Grove IL 60515Attention: Rxxxxxx X. ScaliseTelephone: (630) 967-3605Facsimile: (630) 967-3649E-mail: rxxxxxxx@xxxxxxxxxxxxxxx.xxx with a copy to: DLA Piper LLP203 N. XxXxxxx Street, Suite 1900Chicago, Illinois 60601Attention: Txxxxx X. HorenkampTelephone: (312) 368-3421Facsimile: (312) 251-2878E-mail: txxxxx.xxxxxxxxx@xxxxxxxx.xxx If to the Buyer: Post Holdings, Inc.2503 S. Xxxxxx RoadSt. Louis, MO 63144Attention: Rxxxxx X. VitaleTelephone: 314-644-7601Facsimile: 314-646-3367E-mail: rxx.xxxxxx@xxxxxxxxx.xxx with a copy to: Lxxxx, Rice & Fingersh, L.X.000 Xxxxxxxxxx Xxx., Xxxxx 0000Xx. Xxxxx, XX 63101Attention: Txx X. ZookTelephone: 314-444-7671Facsimile: 314-612-7671E-mail: txxxx@xxxxxxxxx.xxx 49 Date of service of such notice shall be (i) upon receiptthe date such notice is delivered by hand, when delivered personally; facsimile, E‑mail or other form of electronic transmission, (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized Business Day following the delivery by express 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 any Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: or (000iii) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to Business Days after the effectiveness date of such change. Written confirmation of receipt (A) given mailing if sent by the recipient of such notice, consent, waiver certified or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectivelyregistered mail.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receiptthree (3) days after mailing, when sent by facsimile (provided confirmation of transmission is mechanically registered or electronically generated and kept on file by the sending party)certified U.S. Mail, postage prepaid, return receipt requested; or (iii) one (1) business trading 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 any Guarantor: Carbonics Capital Corporation Home Solutions of America, Inc. 0000 Xxx Xxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attn: Xxxx X. X'Xxxxx, CFO With Copy to: J. Xxxx Xxxxx, Esq. 0000 Xxxxx Xxxxxx Dallas, Texas 75201 If to the Seller: Xxxxxxx Xxxxxx, Xx. c/o Cornerstone Building and Remodeling, Inc. 0000 Xxxxxxxxxx Xxxxxxx Xx. Xxxxx, FL 33905 With Copy to: Xxxxx X. Xxxxx, Esq. 00 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (Ai) given by the recipient of such notice, consent, waiver or other communication, (Bii) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (Ciii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any GuarantorCompany: Carbonics Capital Corporation Xxx Xxxx XxxxxInvestview Inc. 50 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx000 Red Bank, XX 00000 NJ 07701 Attention: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global InvestmentsJxxx X. XxxXxxxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx CFO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies a Copy to: Fxxxxxx PLLC 40 Xxxxx XxxxxxxxXxxxxx, Esquire Yorkville Advisors, LLC Xxxxx 000 Xxxxxx Xxxxxx-Suite 3700 Jersey CityRockville Centre, New Jersey 07302 York 11570 Attention: Sxxxxxx X. Xxxxxxx, Esq. Telephone: (000) 500-000-0000 Facsimile: (000) 500-000-0000 If to the Holder: To the address set forth in the Subscription Agreement or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any Guarantor: Carbonics Capital Corporation Xxx P.X. Xxxxxxxx, Inc. 10000 Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX Xxxxxxxxxx 00000 AttentionAttn: CEO TelephoneSxxxx X. Xxxxxxx Facsimile No.: (000) 000-0000 FacsimileWith Copy to: J. Pxxx Xxxxx, PC 3000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: J. Pxxx Xxxxx, Esq. Facsimile No.: (000) 000-0000 If to Secured Partythe Seller: YA Global InvestmentsJxxx X. Xxxxxx 1000 Xxxxxxxxx Xxxx Fallbrook, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 FacsimileCalifornia 92028 Facsimile No.: (000) 000-0000 With Copies Copy to: Kxxxxxxxxxx & Lxxxxxxx LLP 200 Xxxxx XxxxxxxxXxxxxxxx Xxxx., Esquire Yorkville AdvisorsXxxxx 0000 Xxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000XX 00000-0000 FacsimileAttention: Txxx X. Xxxxx, Esq. Facsimile No.: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (Ai) given by the recipient of such notice, consent, waiver or other communication, (Bii) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (Ciii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receiptthree (3) days after mailing, when sent by facsimile (provided confirmation of transmission is mechanically registered or electronically generated and kept on file by the sending party)certified U.S. Mail, postage prepaid, return receipt requested; or (iii) one (1) business trading 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 any Guarantor: Carbonics Capital Corporation Xxx Home Solutions of America, Inc. 00000 Xxxxx Xxxx Houston, Texas 77070 Attn: Xxxxx X. Xxxxxxxx, CEO With Copy to: J. Xxxx Xxxxx, Esq. 0000 Xxxxx 0000 Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 If to the Seller: Xxxx X. Mars 000 Xxxxxx Xxx Circle Punta Gorda, FL 33955 With Copy to: Xxx X. Xxxxxxxxx, Esq. Xxxxxxxxx Xxxxxxxx Xxxxxxx & Xxxx, XX 00000 Attention: CEO Telephone: (000) 000-P.A. 0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global InvestmentsXxxxxx Xxxxxx Xxxx Xxxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 FL 33901 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (Ai) given by the recipient of such notice, consent, waiver or other communication, (Bii) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (Ciii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxxc/o MobilePro Corp. 0000 Xxxxxxxxx Xxxx., Xxxxx 0000 Xxx Xxxx000 Xxxxxxxx, XX 00000 AttentionAttn: CEO Xxx. X. Xxxxxx, Chief Executive Officer Telephone: (000) 000000)-000-0000 Facsimile: (000)-000-0000 With a copy to: Seyfarth Xxxx LLP 000 Xxxxxxxxxxx Xxxxxx, X.X. Xxxxx 000 Xxxxxxxxxx, X.X. 00000-0000 Attn: Xxxxxx X. Xxxxx, Esq. Telephone: (000)-000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Xxxxxx Portfolio Manager Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx XxxxxxxxXxxx Xxxxx, Esquire Yorkville Advisors, LLC Esq. 000 Xxxxxx Xxxxxx-Xxxxxx - Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three five (35) business trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 electronic mail (provided confirmation of that the electronic mail transmission is mechanically not returned in error or electronically generated and kept on file by the sending partysender is not otherwise notified of any error in transmission); or (iii) one (1) business day Business 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 any Guarantorthe Company, to: Carbonics Capital Corporation Medivie USA Inc. 10000 Xxxxx Xxxxxx Xxx Xxxx Xxxxxxxx, Xxxxxxxxxx 00000 Attn: Jxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO President Telephone: (000) 000-0000 FacsimileE-Mail: (000) 000-0000 If to Secured Partyjxxx@xxxxxxx.xxx With a copy to: YA Global InvestmentsJSBarkats, L.P. c/o Yorkville AdvisorsPLLC 10 Xxxx 00xx Xxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City00xx Xxxxx Xxx Xxxx, New Jersey 07302 Xxx Xxxx 00000 Attention: Xxxx Xxxxx Sunny J. Xxxxxxx Telephone: (000) 000-0000 FacsimileE-Mail: (000) 000-0000 With Copies ixxx@xxxxxxxxx.xxx If to the Lender, to: Xxxxx Thunder Crowd Capital, LLC 400 Xxxxxxxxxx Xxx. Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Jxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 FacsimileE-Mail: jxx@xxxxxxxx-xxxxxx.xxx With a copy to: Txxx X. Xxxxx 10000 XX Xxxxxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000 Telephone: (000) 000-0000 Email: t.xxxxx@xx.xxx or at such other address and/or facsimile number electronic mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days Business Days prior to the effectiveness of such change. Written confirmation of receipt (Ai) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (Cii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers consents or other communications required or permitted to be sent or given under hereunder by any of the terms hereof must parties shall in every case be in writing and will shall be deemed properly served if (a) delivered personally, (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (c) delivered by a recognized overnight courier service, or (d) sent electronically or by facsimile transmission to have been deliveredthe parties at the addresses as set forth below or at such other addresses as may be furnished in writing with confirmation of receipt. If to the Company (following the Closing), the Surviving Corporation, or to the Parent: QOMPLX, Inc. Attention: Jxxxx Xxxxxxxx, Chairman and CEO 1000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 E-mail: [Redacted] with a copy (which shall not constitute notice) to: King & Spalding LLP 1000 Xxxxxx Xxxxxxxxx, Xxxxx 000 XxXxxx, XX 00000 Attention: Dxxxxx X. Xxxxx, Esq., Daniel Max, Esq., and Txxxxx X. Xxxx Email: dxxxxx@xxxxx.xxx, dxxx@xxxxx.xxx, and txxxx@xxxxx.xxx If to the Company (prior to Closing): Sentar, Inc. Attention: Pxxxx Xxxx, Founder [Redacted] with a copy to (which shall not constitute notice): Lxxxxx Xxxx Sxxxxx & Pxxxx P.C. 2000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Jxxx X. Xxxx, Esq. and Cxxxx X. Xxxxxxx, Esq. E-mail: jxx@xxxxxxxxxx.xxx and cxx@xxxxxxxxxx.xxx If to the Representative: Sunrise Rep Fund, LLC Attention: Pxxxx Xxxx, Representative [Redacted] with a copies to (which copy shall not constitute notice hereunder): Lxxxxx Xxxx Sxxxxx & Pxxxx P.C. 2000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Jxxx X. Xxxx, Esq. and Cxxxx X. Xxxxxxx, Esq. E-mail: jxx@xxxxxxxxxx.xxx and cxx@xxxxxxxxxx.xxx and Bxxxxxx XxXxxxx [Redacted] E-mail: [Redacted] Date of service of such notice shall be (i) upon receiptthe date such notice is personally delivered, when delivered personally; (ii) upon receipt, when three (3) Business Days after the date of mailing if sent by facsimile (provided confirmation of transmission is mechanically certified or electronically generated and kept on file by the sending party); or registered mail, (iii) one (1) business day Business Day after deposit with a nationally recognized overnight date of delivery service, in each case properly addressed to the party to receive overnight courier if sent by overnight courier or (iv) the same. The addresses and next succeeding Business Day after transmission by electronic means or facsimile numbers for such communications shall be: If to any Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written provided a confirmation of receipt (A) given delivery is emitted by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (iupon transmission), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any the Company or Guarantor, to: Carbonics Capital Corporation Xxx Xxxx Xxxxxc/o CoroWare, Inc. 600 000xx Xxxxxx XX, Xxxxx 0000 Xxx XxxxXxxxxxxx, XX 00000 AttentionAttn: CEO Lxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Partythe Holder: YA Global Investments, L.P. c/o Yorkville AdvisorsLP 1000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 XX 00000 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Mxxx Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business 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 any Guarantor: Carbonics Capital Corporation Xxx c/o Intellicell Biosciences, Inc. 000 Xxxx XxxxxXxxxxx, 00xx Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx, MD, CEO Telephone: (000) 000-0000 Facsimile: With a copy to: K&L Gates LLP Southeast Financial Center, Suite 3900 000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx, XX 00000-0000 Attention: Xxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global InvestmentsMaster SPV, L.P. c/o Yorkville AdvisorsLtd. 0000 Xxxxxxxxxxx Xxx Xxxxxxxxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 XX 00000 Attention: Xxxx Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: a copy to Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Esq. 0000 Xxxxxxxxxxx Xxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to the effectiveness of such change. Written confirmation of receipt (A1) given by the recipient of such notice, consent, waiver or other communication, (B2) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C3) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers Consents or other communications required or permitted to be sent or given under hereunder by any of the terms hereof must Parties shall in every case be in writing and will shall be deemed properly served if and when (a) delivered by hand, (b) transmitted by facsimile, e-mail or other means of electronic transmission, or (c) delivered by Federal Express or other express overnight delivery service, or registered or certified mail, return receipt requested, to have been deliveredthe Parties at the addresses as set forth below or at such other addresses as may be furnished in writing: If to the Seller: Viggle Inc. 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx F. X. Sillerman Facsimile: [000-000-0000] E-mail: xxx@xxxxxx.xxx with a copy to: Xxxxxxxxx Traurig, LLP 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx Facsimile: 000-000-0000 E-mail: xxxxxx@xxxxx.xxx If to the Buyer: Xxxx.xxx Inc. 000 Xxxxxxxx Xxxxxx, Suite 400 Waterloo, Ontario Attention: Xxx Xxxxxxxx, CEO Facsimile: 000-000-0000 E-mail: xxx@xxxx.xxx with a copy to: Torys LLP 00 Xxxxxxxxxx Xxxxxx West, 30th Floor Box 270, TD Xxxxx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Xxxx Xxxxxxxxxxx Facsimile: 416-865-7380 E-mail: xxxxxxxxxxxx@xxxxx.xxx Date of delivery of such notice shall be (i) upon receiptthe date such notice is delivered by hand, when delivered personally; facsimile, e-mail or other form of electronic transmission, (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized Business Day following the delivery by express 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 any Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: or (000iii) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business days prior to Business Days after the effectiveness date of such change. Written confirmation of receipt (A) given mailing if sent by the recipient of such notice, consent, waiver certified or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectivelyregistered mail.

Notices, Consents, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business trading 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 any GuarantorCompany: Carbonics Capital Corporation Xxx Xxxx XxxxxGlobal Investor Services, Xxxxx 0000 Xxx XxxxInc. 000 Xxxxxxx Xxxxxx, XX 00000 22ND Floor New York, New York 10038 Attention: Xxxxxxxx Xxxxxx, CEO Telephone: (Facsimile: With a Copy to: Law Offices of Xxxxxxx X. Xxxxxxx PLLC 000 Xxxxxxx Xxxxxx, 2nd Floor East Meadow, New York 11554 Attention: Xxxxxxx X. Xxxxxxx, Esq. Telephone: 000) -000-0000 Facsimile: (000) -000-0000 If to Secured Partythe Holder: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 To the address set forth in the Subscription Agreement or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) business trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s 's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers waivers, or other communications required or permitted to be given under the terms hereof of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receiptwhen sent, when delivered personally; (ii) upon receipt, when if sent by facsimile e-mail (provided confirmation of transmission that such sent e-mail is mechanically or electronically generated and kept on file (whether electronically or otherwise) by the sending partyparty and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient); or (iiiii) one (1) business day after deposit with a nationally recognized when delivered, if sent by overnight delivery courier service, in each case case, properly addressed to the party to receive the same. The addresses and facsimile numbers and/or e-mail addresses for such notices, consents, waivers, or other communications shall beare as follows: If to any Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number the Sellers and/or to the attention of Sellers’ Representative, to: Anheuser-Xxxxx, LLC Xxx Xxxxx Xxxxx, 7th Floor Saint Louis, Missouri Attention: [***] E-mail: [***] with a copy to (which shall not constitute notice): Xxxxxxx Xxxx, LLP 0 Xxxxx Xxxxxxxxx Xxxxxxxxx Saint Louis, Missouri Attention: [***] E-mail: [***] If to Parent or the Buyer, to: Tilray Brands, Inc. 000 Xxxxxxx Xxxxxx New York, New York 10065 Attention: [***] E-mail: [***] with a copy to (which shall not constitute notice): Xxxxxxxxx Xxxxxxx, LLP Xxx Xxxxxxxxxx Xxxxxx New York, New York 10017 Attention: [***] E-mail: [***] Xxxxxxxxx Xxxxxxx, LLP 00 Xxxx Xxxxxx Xxxxx, Suite 3100 Chicago, IL 60601 Attention: [***] E-mail: [***] A Party may change such other person as the recipient party has specified address and/or e-mail address by delivering written notice given thereof to each the other party three Parties at least five (35) business days prior to the effectiveness of such change. Written confirmation of receipt provided by an overnight courier service shall be rebuttable evidence of delivery by an overnight courier service in accordance with clause (Aii) given by above. A copy of the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine e-mail transmission containing the time, date, and recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, e-mail address shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service e-mail in accordance with clause (i), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any All notices, requests, consents, claims, demands, waivers or and other communications required or permitted to be given under the terms hereof 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 confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery servicecourier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, in each case properly addressed and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the party to receive respective Parties at the sameaddresses indicated below (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.2). The addresses and facsimile numbers for such communications shall be: If to any Guarantorthe Seller: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global Investments, L.P. c/o Yorkville AdvisorsVergePointe, LLC 000 Xxxxxx Xxxxxx-LLP 0000 Xxxxxxx Xxxx, Suite 3700 Jersey City161 Lake Oswego, New Jersey 07302 OR 97035 Attention: Xxxx Xxxxx X. Xxxxx Telephone: (000) 000-0000 Facsimileemail: (000) 000-0000 With Copies toXxxxxX@Xxxxxxxxxxx.xxx and c/o Peninsula Capital Partners L.L.C 000 Xxxxxxxx Xxxxxx, Suite 2800 Detroit, MI 48226 Attention: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 X. Xxxxxxxx Telephone: (000) 000-0000 Facsimileemail: xxxxxxxx@xxxxxxxxxxxxxx.xxx with a copy (which copy shall not constitute notice) to: K&L Gates LLP Xxx XX Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Telephone: (000) 000-0000 or at such other address and/or facsimile number and/or email: xxxxx.xxxxxxx@xxxxxxx.xxx If to the attention of such other person as the recipient party has specified by written notice given to each other party three Buyer: Xxxxx & Wesson Holding Corporation 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxx Telephone: (3000) business days prior to the effectiveness of such change. Written confirmation of receipt 000-0000 e-mail: xxxxxxx@xxxxx-xxxxxx.xxx with a copy (Awhich copy shall not constitute notice) given by the recipient of such noticeto: Xxxxxxxxx Xxxxxxx, consentLLP 0000 Xxxx Xxxxxxxxx Xxxx, waiver or other communicationXxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxx Telephone: (B000) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.000-0000 e-mail: xxxxxxx@xxxxx.xxx

Notices, Consents, Etc. Any notices, consents, waivers consents or other communications required or permitted to be sent or given under hereunder by any of the terms hereof must parties shall in every case be in writing and will shall be deemed to have been delivered: properly served if (ia) upon receipt, when delivered personally; , (iib) upon receiptsent by registered or certified mail, when in all such cases with first class postage prepaid, return receipt requested, (c) delivered by a recognized overnight courier service, or (d) sent by facsimile (provided transmission with written confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed receipt to the party to receive parties at the sameaddresses as set forth below or at such other addresses as may be furnished in writing. The addresses and facsimile numbers for such communications shall be: If to any GuarantorSeller: Carbonics Capital Corporation Xxx Xxxx XxxxxLLM Management Co., LLC 0000 Xxxxxxxx, Xxxxx 0000 Xxx Xxxx, XX Xxx Xxxx 00000 AttentionAttn: CEO TelephoneXx. Xxxxxx Xxxxxx Xx. Xxxxx Xxxxx Fax: (000) 000-0000 Facsimilewith a copy to: Xxxxxx X. Xxxxxx, Esq. 0000 Xxxxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 Email: XXxxxxx@Xxxxxxxxxxx.xxx If to Secured PartyBuyer: YA Global InvestmentsCherokee Inc. 0000 Xxxxxxxxx Xxxx., L.P. c/o Yorkville AdvisorsSuite 600 Xxxxxxx Oaks, LLC 000 CA 91411 Attn: Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx TelephonePresident and COO Fax: (000) 000-0000 Facsimilewith a copy to: Xxxxxx Xxxxxxx Xxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxx, 0xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: Xxx X. Xxxxxx, Esq. Fax: (000) 000-0000 With Copies to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or to the attention Date of service of such other person as notice shall be (w) the recipient party has specified date such notice is personally delivered, (x) five (5) Business Days after the date of mailing if sent by written notice given to each other party three certified or registered mail, (3y) business days prior to the effectiveness of such change. Written confirmation one (1) Business Day after date of receipt (A) given if sent by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission overnight courier or (Cz) provided the next succeeding Business Day after transmission by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectivelyfacsimile.

Notices, Consents, Etc. Any All notices, consentsrequests, waivers demands or other communications that are required or permitted to may be given under pursuant to the terms hereof must of this Agreement shall be in writing and will shall be deemed to have been deliveredduly given: (ia) on the date of delivery, if personally delivered by hand, (b) upon receiptthe third day after such notice is deposited in the United States mail, when delivered personally; if mailed by registered or certified mail, postage prepaid, return receipt requested, (iic) upon receipt, when the date scheduled for delivery after such notice is sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight express courier if the delivery servicedate is a Business Day, in each case properly addressed or otherwise on the next Business Day, or (d) by fax upon written confirmation (including the automatic confirmation that is received from the recipient’s fax machine) of receipt by the recipient of such notice if such confirmation is received on a Business Day during Business Hours, or otherwise on the next Business Day. if to the party Parent or Merger Sub, to receive the same. The addresses and facsimile numbers for such communications shall bewith a copy to: If to any GuarantorSolta Medical, Inc. 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, 00000 Attn: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: CEO Telephone: (000) 000-0000 Xxxxxxx Xxxxxxx Facsimile: (000) 000-0000 If to Secured PartyFenwick & West LLP 000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx, 00000 Attn: YA Global Investments, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: X. Xxxxxxx and Xxxx Xxxxx Telephone: (000) 000-0000 X. Xxxxxxx Facsimile: (000) 000-0000 With Copies if to the Company prior to Closing to: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, with a copy to: Sound Surgical Technologies LLC 000 Xxxxx XxXxxxxx Xxxxxxxxx Suite 100 Louisville, CO 80027 Attn: Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Xxxxxxxxxx Facsimile: (000) 000-0000 or at such other address and/or facsimile number and/or Xxxxxxx Xxxxx LLP 0 Xxxx Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx X. XxXxxxxxx Facsimile: (000) 000-0000 if to the attention of such other person as the recipient party has specified by written notice given Representative after Closing, to each other party three with a copy to: Inlign CP III, LLC 0000 Xxxx Xxxxx Xxx Xxxxx 0 Xxxxxxxx XX 00000 Attn: Xxxxx Xxxxxx Facsimile: (3000) business days prior to the effectiveness of such change. Written confirmation of receipt 000-0000 Xxxxxxx Xxxxx LLP 0 Xxxx Xxxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx X. XxXxxxxxx Facsimile: (A000) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.000-0000