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 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 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 communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) delivered by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (c) delivered by courier, at the addresses as set forth below or at such other addresses as may be furnished in writing, or (d) delivered by facsimile transmission with confirmation of successful transmission, at the numbers as set forth below or at such other numbers as may be furnished in writing. Any notice required herein shall be in writing (to the individuals listed in Section 11.1, unless specified otherwise pursuant to Section 11.1) unless specifically permitted to be given under the terms hereof must be in writing orally. All such notices and will communications shall be deemed to have been delivered: received upon the actual delivery thereof in accordance with the foregoing. (ia) 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 GuarantorSeller: Carbonics Capital Corporation Xxx Xxxxxxxx’x Buffet, Inc. 0000 Xxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000 Xxx XxxxXxxxxxx, XX 00000 AttentionAttn: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global InvestmentsW. Xxxxx Xxxxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 President Facsimile: (000) 000-0000 With Copies toa copy to Seller’s counsel: The Xxxxxxx Law Firm 000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx000 Xxxxxxxxx, Esquire Yorkville AdvisorsXX 00000 Attn: Xxxxxxxx Xxxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneEsq. Facsimile: (000) 000-0000 (b) If to Buyer: Starlite Holdings, Inc. 0000 X. Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxx, Chief Executive Officer 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 With a copy to: Xxxxxxxxxxx Xxxxxxxx LLP Suite 400 0000 Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Attn: X. Xxxx Xxxxxxxxx, Esq. Facsimile: (3000) 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.000-0000

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 consents or other communications communication required or permitted to be sent or given under hereunder to 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 (i) upon receipt, when delivered personally; , (ii) upon receiptdelivered by registered or certified mail, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or in all such cases with first class postage prepaid, return receipt requested, (iii) one delivered by courier, at the addresses as set forth below or at such other addresses as may be furnished in writing. All such notices and communications shall be deemed received upon the actual delivery thereof in accordance with the foregoing: (1a) business 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 beShareholders: If to any GuarantorXxxx Xxxx 000 Xxxxxxxxx Xxx Xxxxxxx, Xxxxxxx 00000 Xxxxxx Xxxxxxx 0000 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxx 00000 With a copy to: Carbonics Capital Corporation Xxx Xxxx XxxxxKaufman, Chaiken, Xxxxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx 0000 Xxx Xxxx000 Xxxxxxx, XX 00000 AttentionAttn: CEO TelephoneXxxxxx X. Xxxxxxx, Esq. Fax: (000) 000-0000 Facsimile: 0000 (000b) 000-0000 If to Secured Partythe Company prior to the Closing: YA Global InvestmentsRich/Xxxxxxx & Associates Ltd. Roswell Ridge Office Park 0000 Xxxxxxx Xxxx, L.P. c/o Yorkville AdvisorsXxxxxxxx 000 Xxxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 FacsimileXX 00000 Fax: (000) 000-0000 With Copies a copy to: Kaufman, Chaiken, Xxxxxx & Klofein 000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxxxx000 Xxxxxxx, Esquire Yorkville AdvisorsXX 00000 Attn: Xxxxxx Xxxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneEsq. Fax: (000) 000-0000 Facsimile0000 (c) If to TMP or the Company after the Closing: (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 changeTMP Worldwide Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xx. Written confirmation of receipt (A) given by the recipient of such noticeXxxxx Xxxxxx With a copy to: TMP Worldwide Inc. 000 Xxxxx Xxxxxx Xxx Xxxx, consentXX 00000 Attn: Xxxxx Xxxxxxxxxx, 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, respectivelyEsq.

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 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 transmission to the parties at the addresses as set forth below or at such other addresses as may be furnished in writing. (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iiia) one (1) business day after deposit If to Earnshaw to: 0000 Xxxxxx Xxxx Xxxx Xxxx Xxxx, Xxxx 00000 with a nationally recognized overnight delivery service, in each case properly addressed copy to the party to receive the same. The addresses and facsimile numbers for such communications (which copy shall be: If to any Guarantor: Carbonics Capital Corporation Xxx not constitute notice hereunder): Stoel Rives LLP 000 Xxxxx Xxxx Xxxxx, Xxxxxx Xxxxx 0000 Xxx Xxxx Xxxx Xxxx, XX Xxxx 00000 Attention: CEO TelephoneXxxxxx X. Xxxxx Facsimile: (000) 000-0000 (b) If to the Church to: Corporation of the President of The Church of Xxxxx Xxxxxx of Latter-day Saints 00 Xxxx Xxxxx Xxxxxx Xxxx 0000 Xxxx Xxxx Xxxx, Xxxx 00000 Attention: Xxxx Xxxxxx Facsimile: (000) 000-0000 If with a copy to Secured Party: YA Global Investments(which copy shall not constitute notice hereunder): Xxxxxx & XxXxxxxx 00 Xxxx Xxxxx Xxxxxx Xxxxx 0000 Xxxx Xxxx Xxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Xxxx 00000 Attention: Xxxx Xxxxx TelephoneXxxxxxx X. Xxxxxxx Facsimile: (000) 000-0000 (c) If to Purchaser to: Ebix, Inc. 0000 Xxxx Xxxx Xxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. Xxxx Facsimile: (000) 000-0000 With Copies towith a copy to (which copy shall not constitute notice hereunder): Xxxxxx Xxxxxx Xxxxx Xxxxxxxx 000 Xxxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. 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 by written date such notice given to each other party is personally delivered, (x) three (3) business days prior Business Days after the date of mailing if sent by certified or registered mail, (y) one (1) Business Day after date of delivery to the effectiveness of such change. Written overnight courier if sent by overnight courier or (z) the next succeeding Business Day after transmission by facsimile (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 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 Guarantor: Carbonics Capital Corporation Xxx Xxxxx Xxxxxxxx 0000 Xxxx Xxxxxx Xx. Xxxxx, Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With copies to: Xxxxxxx X. Xxxxx, Esquire Durham Xxxxx 0000 Xxx & Xxxxxxx P.C. 000 Xxxx Xxxxxxxx, Xxxxx 000 Xxxx Xxxx Xxxx, XX Xxxx 00000 Attention: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to the 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 Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies 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 trading days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver waiver, or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number number, and an image of the first page of such transmission 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 communication 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 properly served (a) when personally 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 (iiib) one (1) business day after deposit with following delivery by sender to a nationally-recognized overnight courier service for pre-paid delivery on the succeeding business day, and (c) upon facsimile transmission (provided such facsimile machine emits a transmission confirmation), if such transmission occurs prior to 5:00 pm recipient's time on a business day so long as such notice is also sent by nationally recognized overnight delivery servicecourier for the following business day, or on the next succeeding business day if such transmission occurs at or after 5:00 pm recipient's time on a business day or on a day other than a business day so long as such notice is also sent by nationally recognized overnight courier for the following business day, in each case properly addressed to the respective mailing addresses of each party to receive the same. The addresses and facsimile numbers for such communications shall be: hereto as provided below: (a) If to any GuarantorBuyer: Carbonics Capital Corporation Crystal Hospitality Group, Inc. 641 Shunpike Road, Suite 333 Xxxxxxx, Xxx Xxxx Xxxxx, Xxxxx 0000 Xxxxxx 00000 Xxxx: Fabrizzio P. Busso-Campana Xxx: (908) 349-3043 with a copy to (which shall not constitute notice): Proskauer Rose LLP 1585 Broadway Xxx Xxxx, XX 00000 AttentionXxx Xxxx 00000-0000 Xxxx: CEO TelephoneSheldon I. Hirshon, Esq. Fax: (000212) 000969-2900 (x) Xx xx Xxxler or OTV: 5775 Peachtree Dunwoody Road Xxxxxxxx X, Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Xxxxntion: Marc E. Bercoon Xxx No.: (404 943-1094] xxxx x xopy to (which shall not constitute notice): Katten Muchin Rosenman LLP 525 West Monroe Street Xxxxxxx, Xxxxxxxx 00000-0000 FacsimileXxxxntion: Matthew S. Brown, Esq. Mark D. Guidubaldi, Esq. Fax No.: (000312) 000902-0000 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.1061

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 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 parties at the same. The addresses and facsimile numbers for as set forth below or at such communications shall be: other addresses as may be furnished in writing. (a) If to any Guarantorthe Company to: Carbonics Capital Corporation Xxx WhereNet Corp. 0000 Xx Xx Xxxx XxxxxXxxxxxxxx Santa Clara, Xxxxx 0000 Xxx Xxxx, XX 00000 California 95050 Attention: CEO Telephone: (000) 000-0000 President Facsimile: (000) 000-0000 If with a copy to Secured Party: YA Global Investments(which copy shall not constitute notice hereunder): DLA Piper US LLP 0000 Xxxxxxxxxx Xxxxxx Xxxx Xxxx Xxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Xxxxxxxxxx 00000 Attention: Xxxx Xxxxx TelephoneXxx Xxxxxxxx, Esq. Facsimile: (000) 000-0000 (b) If to the Shareholders’ Representative to: Crosspoint Venture Partners The Pioneer Hotel Building 0000 Xxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxx Xxxxxxx Facsimile: (000) 000-0000 With Copies to: Xxxxx with a copy to (which copy shall not constitute notice hereunder): Crosspoint Venture Partners 1996, LLP The Pioneer Hotel Building 0000 Xxxxxxxx Xxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneXxxxxxxxxx 00000 Attention: Xxxx Xxxxx Fax: (000) 000-0000 And/or Xxxxxx Xxxxx 00000 Xx Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx 00000 Facsimile: (000) 000-0000 (c) If to Parent or Merger Sub to: Zebra Technologies Corporation 000 Xxxxxxxxx Xxxxx Xxxxxxx Vernon Hills, Illinois 60061 Attention: Xxxx Xxxxxx, Vice President & General Counsel Fax: (000) 000-0000 with a copy to (which copy shall not constitute notice hereunder): Xxxxxx Xxxxxx Xxxxxxxx LLP 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxx 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 by written date such notice given to each other party is personally delivered, (x) three (3) business days prior Business Days after the date of mailing if sent by certified or registered mail, (y) one (1) Business Day after date of delivery to the effectiveness of such change. Written overnight courier if sent by overnight courier or (z) the next succeeding Business Day after transmission by facsimile (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 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 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 Parties at the same. The addresses and facsimile numbers for as set forth below or at such communications shall be: other addresses as may be furnished in writing. (a) If to any Guarantorthe Company to: Carbonics Capital Finetre Corporation Xxx 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx000 Xxxxxxx, XX 00000 00000-0000 Attention: CEO TelephoneChief Executive Officer Facsimile: (703) _____________________ with a copy to (which copy shall not constitute notice hereunder): Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP 0000 Xxxxxx Xxxxxxxxx, 00xx Xxxxx XxXxxx, XX 00000-0000 Attention: Xxxxxxx X. Xxxxxx, Esq. Xxxxx X. Learned, Esq. Facsimile: (000) 000-0000 0000 (b) If to the Shareholders’ Representative: Xxxxxx X. Xxxxxx Managing Partner CCP Equity Partners 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Facsimile: (000) 000-0000 with a copy to (which copy shall not constitute notice hereunder): ___________________ ___________________ Attention: Facsimile: (c) If to Secured PartyParent or Merger Sub to: YA Global InvestmentsEbix, L.P. c/o Yorkville AdvisorsInc. 0 Xxxxxxxxx Xxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey CityXxxxx 0000 Xxxxxxx, New Jersey 07302 XX 00000 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 Xxxxx Facsimile: (000) 000-0000 With Copies towith a copy to (which copy shall not constitute notice hereunder): DLA Piper US LLP 0000 Xxxxxx Xxxxxx Reston, Virginia 20190 Attention: Xxxxx XxxxxxxxXxx Xxxx Xxxxxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx XxxxxxEsq. Facsimile: 000-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 by written date such notice given to each other party is personally delivered, (x) three (3) business days prior Business Days after the date of mailing if sent by certified or registered mail, (y) one (1) Business Day after date of delivery to the effectiveness of such change. Written overnight courier if sent by overnight courier or (z) the next succeeding Business Day after transmission by facsimile (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 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 (i) upon receipt, when delivered personally; , (ii) upon receiptsent by registered or certified mail, when in all such cases with first class postage prepaid, return receipt requested, (iii) delivered by a recognized overnight courier service, or (iv) 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 Parties at the same. The addresses and facsimile numbers for as set forth below or at such communications shall be: other addresses as may be furnished in writing. (i) If to any Guarantorthe Company, to: Carbonics Capital Corporation Xxx Xxxx XxxxxPrestwick Pharmaceuticals, Inc. 0000 X Xxxxxx XX, Xxxxx 0000 Xxx XxxxXxxxxxxxxx, XX X.X. 00000 Attention: CEO TelephoneFacsimile No.: (000) 000-0000 FacsimileAttention: Xx. Xxxxxx X. Horner III with a copy to (which shall not constitute notice): O’Melveny & Xxxxx LLP Xxx Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Facsimile No.: (000) 000-0000 Attention: Xxxxx X. Xxxxx, Esq. Xxxx X. Xxxxxxx, Esq. (ii) If to Secured Partythe Stockholders or the Stockholder Representatives, to: YA Global InvestmentsSofinnova Ventures 000 Xxxxxxxx Xxxxxx Xxxxx Xxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx TelephoneXX 00000 Facsimile No.: (000) 000-0000 FacsimileAttention: Xxxxx X. Xxxxx, M.D., Ph.D. and Xxxxx Xxxxxxxx, M.D. c/o Vivo Ventures 000 Xxxx Xxxxxx, Xxxxx 000 Xxxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 With Copies to: with a copy to (which copy shall not constitute notice hereunder): O’Melveny & Xxxxx XxxxxxxxLLP Xxx Xxxxxxxxxxx Xxxxxx, Esquire Yorkville Advisors00xx Xxxxx Xxx Xxxxxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneXxxxxxxxxx 00000 Facsimile No.: (000) 000-0000 FacsimileAttention: Xxxxx X. Xxxxx, Esq. Xxxx X. Xxxxxxx, Esq. (iii) If to Parent, to: Biovail Americas Corp. 000 Xxxxx 000/000 Xxxxxxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 or at such other address and/or facsimile number and/or Attention: Vice President, Human Resources with copies to the attention (which copies shall not constitute notice hereunder): Biovail Corporation 0000 Xxxxxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx X0X 0X0 Facsimile No.: (000) 000-0000 Attention: General Counsel Date of service of such other person as notice shall be (w) the recipient party has specified by written date such notice given to each other party is personally delivered, (x) three (3) business days prior Business Days after the date of mailing if sent by certified or registered mail, (y) one (1) Business Day after date of delivery to the effectiveness of such change. Written overnight courier if sent by overnight courier or (z) the same Business Day after transmission by facsimile (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 consents or other communications communication required to be sent or given hereunder by any of the parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) delivered by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (c) delivered by courier, at the addresses as set forth below or at such other addresses as may be furnished in writing, or (d) delivered by facsimile transmission with confirmation of successful transmission, at the numbers as set forth below or at such other numbers as may be furnished in writing. Any notice required herein shall be in writing (to the individuals listed in Section 11.1, unless specified otherwise pursuant to Section 11.1) unless specifically permitted to be given under the terms hereof must be in writing orally. All such notices and will communications shall be deemed to have been delivered: received upon the actual delivery thereof in accordance with the foregoing. (ia) 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 GuarantorSeller: Carbonics Capital Corporation Xxx Xxxxxxxx’x Buffet, Inc. 0000 Xxxxxxxxxx Xxxx Xxxxx, Xxxxx 0000 Xxx XxxxXxxxxxx, XX 00000 AttentionAttn: CEO Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Party: YA Global InvestmentsW. Xxxxx Xxxxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 President Facsimile: (000) 000-0000 With Copies toa copy to Seller’s counsel: The Xxxxxxx Law Firm 000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx000 Xxxxxxxxx, Esquire Yorkville AdvisorsXX 00000 Attn: Xxxxxxxx Xxxxxxx, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneEsq. Facsimile: (000) 000-0000 (b) If to Buyer: Star Buffet Management, Inc. Star Buffet Management, Inc. 0000 X. Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxx, Chief Executive Officer 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 With a copy to: XXXXX X. XXXXXXX Xxxxxxxxxx Xxxxxxxx LLP 0000 Xxxxxxxx Xxx., # 000 Xxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxxx, Esq. Facsimile: (3000) 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.000-0000

Notices, Consents, Etc. Any notices, consents, waivers demands or other communications communication 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 to have been the recipient, or (b) sent to the recipient by reputable express courier service (charges paid) or mailed to the recipient by registered or certified mail, return receipt requested and postage paid. Date of service of such notice shall be (x) the date such notice is personally delivered: , (iy) upon receipt, when delivered personally; three (ii3) upon receipt, when 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); registered mail, or (iiiz) one (1) business day after deposit with a nationally recognized overnight date of delivery service, in each case properly addressed to the party to receive the sameovernight courier if sent by overnight courier. The addresses Such notices, demands and facsimile numbers for such other communications shall be: If be sent 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 the addresses indicated below or at such other address and/or facsimile number and/or or to the attention of such other person as the recipient party has specified indicated by prior 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 sending party in accordance with clause this Section 10.1: (i)a) If to a Selling Party, an LLC Owner or the Seller Representative: to the Seller Representative at the address provided by the then-current Seller Representative pursuant to this Section 10.1, which, as of the date hereof, is: Xxxxxx X. Xxxxxxxxx 0000 Xxxxxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxx 00000 with a copy to: XxXxxxxxx Will & Xxxxx LLP 000 Xxxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxx X. Xxxxxxxx, Esq. (iib) If to Buyer, FTI or FTI LLC: FTI Consulting, Inc. 000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxx, Vice President and General Counsel with a copy (iiiwhich shall not constitute notice) aboveto each of: Xxxxxxxx X. Xxxxxx Executive Vice President and Chief Financial Officer FTI Consulting, respectivelyInc. 000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 And Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 000 Xxxx Xxxxxx Xxxxx, Suite 2100 Chicago, Illinois 60606 Attention: Xxxxx X. Xxxxx, Esq. Xxxxxxxx X. xxXxxxx, Esq.

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 Guarantor: Carbonics Capital Corporation Xxx Xxxx Xxxxx, Xxxxx 0000 Xxx XxxxPhase Forward Incorporated 000 Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: CEO Telephone: (000) 000-0000 President Facsimile: (000) 000-0000 If to Secured Partywith copies (which shall not constitute notice) to: YA Global Investments, L.P. c/o Yorkville Advisors, LLC Phase Forward Incorporated 000 Xxxxxx Xxxxxx-Suite 3700 Jersey CityXxxxxx Xxxxxxx, New Jersey 07302 XX 00000 Attention: Xxxx Xxxxx Telephone: (000) 000-0000 General Counsel Facsimile: (000) 000-0000 With Copies toand Xxxxxxx Procter LLP Exchange Place Boston, MA 02109 Attention: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneXxxx Xxxxxxxx Facsimile: (000) 000-0000 Xxxxxxx Xxxxxx c/o RealityCorp Tower Office Park 000 Xxxxx Xxxxx Xx., Suite 103 Newport, DE 19804 Facsimile: (000) 000-0000 with a copy (which shall not constitute notice) to: Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 Attention: 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 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 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 All notices, consents, waivers or consents and other communications required or permitted to be given under the terms hereof must by this Agreement shall be in writing and will shall be deemed (a) delivered to have been delivered: the appropriate address by hand, by nationally recognized overnight service or by courier service (i) upon receipt, when delivered personallycosts prepaid); (iib) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party)e-mail; or (iiic) one (1) business day after deposit with a nationally recognized overnight delivery servicesent by registered or certified mail, return receipt requested, in each case properly addressed to the party to receive the same. The following addresses, facsimile numbers or email addresses and marked to the attention of the Person (by name or title) designated below (or to such other address, facsimile numbers for such communications shall be: number, e-mail address or person as a Party may designate by notice to the other Party): (a) If to any Guarantorthe Buyer or the Parent: Carbonics Capital Corporation Xxx Power Solutions International, Inc. 000 Xxxxxx Xxxxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX Xxxxxxxx 00000 Attention: CEO Telephone: (000) 000-0000 Xxxx Xxxxx Facsimile: (000) 000-0000 If Email: Xxxx.Xxxxx@xxxxxxxxxx.xxx with a copy to Secured Party: YA Global Investments(which shall not constitute notice): Xxxxxx Xxxxxx Rosenman LLP 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, L.P. c/o Yorkville Advisors, LLC 000 Xxxxxx XxxxxxXxxxxxxx 00000-Suite 3700 Jersey City, New Jersey 07302 0000 Attention: Xxxxxxx X. Xxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies toEmail: xxxxxxx.xxxx@xxxxxxxxx.xxx (b) If to the Seller: Xxxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxxxx Lifestyle RV 00000 Xxxxxxx Xxxxx XxxxxxxxMiddlebury, Esquire Yorkville Advisors, LLC 000 Xxxxxx XxxxxxIN 46540 Facsimile: 000-Suite 3700 Jersey City, New Jersey 07302 Telephone: (000) 000-0000 Email: xxxx@xxxxxxxxxxxxx.xxx with a copy to (which shall not constitute notice): Powertrain Integration, LLC 00000 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxxxx Facsimile: (000) 000-0000 or at such Email: xxxx@xxxxxxxxxxxxx.xxx All notices, consents, waivers and other address and/or facsimile number and/or communications shall be deemed to the attention of such other person have been duly given (as the recipient party has specified applicable): if delivered 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 hand, when delivered by the recipient of such noticehand; if delivered by overnight service, consent, waiver or other communication, (B) mechanically or electronically generated when delivered 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 service; if delivered by courier, when delivered by courier; if sent via registered or certified mail, four (4) Business Days after being deposited in the mail, postage prepaid; or if delivered by email or facsimile, when transmitted if transmitted without indication of delivery servicefailure prior to 5:00 p.m. local time for the recipient (and if transmitted without indication of delivery failure after 5:00 p.m. local time for the recipient, shall then delivery will be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (ideemed duly given at 9:00 a.m. local time for the recipient on the subsequent Business Day), (ii) or (iii) above, respectively.

Notices, Consents, Etc. Any notices, consents, waivers consents or other communications communication 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 deliveredproperly served if: (ia) upon receipt, when delivered personally; (iib) upon receipt, when sent by facsimile registered or certified mail, in all such cases with first class postage prepaid, return receipt requested; (provided confirmation of transmission is mechanically or electronically generated and kept on file c) delivered by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery courier service, in each case properly addressed ; or (d) sent by facsimile transmission to the party to receive parties at the same. The addresses and facsimile numbers for as set forth below or at such communications shall be: other addresses as may be furnished in writing. (i) If to any GuarantorASCOA: Carbonics Capital Corporation Xxx Xxxx XxxxxAmbulatory Surgery Centers of America 100 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx0 Xxxxxxx, XX Xxxxxxxxxxxxx 00000 Attention: CEO TelephoneLxxx X. Xxxxxxx Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 If to Secured Partywith a copy to: YA Global InvestmentsMcGuireWoods LLP 70 Xxxx Xxxxxx Xxxxx, L.P. c/o Yorkville AdvisorsSuite 4100 Chicago, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Illinois 60601 Attention: Xxxx Xxxxx TelephoneSxxxx Xxxxxx Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 (ii) If to Bxxxxx: Sxxxx Xxxxxx 70 Xxxx Xxxxxx Xxxxx, Suite 4100 Chicago, Illinois 60601 Tel: (000) 000-0000 With Copies toFax: Xxxxx Xxxxxxxx(000) 000-0000 (iii) If to any Member, Esquire Yorkville Advisorsother than ASCOA or Bxxxxx: Surgery Center of Kalamazoo, LLC 3000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxx Xxxxxx-Suite 3700 Jersey CityXxxxxxx, New Jersey 07302 TelephoneXxxxxxxx 00000 Attention: Manager Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 or at such other address and/or facsimile number and/or with a copy to: Hall, Render, Kxxxxxx, Xxxxx & Lxxxx, P.C. Sxxxx 0000, Xxx 00000 Oxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Wxxxxxx X. Xxxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 (iv) If to the attention NovaMed: NovaMed Acquisition Company, Inc. 900 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Txxxxx X. Xxxx Jxxx X. Xxxxxxxx, Xx. Tel: (000) 000-0000 Fax: (000) 000-0000 Date of service 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 shall be (A) given by the recipient of date such notice, consent, waiver or other communication, notice is personally delivered; (B) mechanically three days after the date of mailing if sent by certified 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 registered mail; (C) provided one (1) day after date of delivery to the overnight courier if sent 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) courier; or (iiiD) above, respectivelythe next succeeding business day after transmission by facsimile.

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 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 notices, consents, waivers consents or other communications communication 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 receipt, when sent by facsimile registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (provided confirmation of transmission is mechanically or electronically generated and kept on file c) delivered by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery courier service, in each case properly addressed or (d) sent by facsimile transmission to the party to receive parties at the same. The addresses and facsimile numbers for as set forth below or at such communications shall be: other addresses as may be furnished in writing. (i) If to any GuarantorSeller and/or Shareholders: Carbonics Capital Corporation Xxx Palm Beach Outpatient Surgical Center, Inc. 0000 00xx Xxxxxx Xxxxx Xxxx Xxxxx, Xxxxx 0000 Xxx Xxxx, XX Xxxxxxx 00000 Attention: CEO TelephonePresident Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 If to Secured Partyand Xxx X. Xxxxxxx, M.D. and Xxxxxxx Xxxxxxx 0000 Xxxxx Xxx Xxxx Xxxxxxxxx, Xxxxxxx 00000 with a copy to: YA Global InvestmentsXxXxxxxxx, L.P. c/o Yorkville AdvisorsWill & Xxxxx 000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx, LLC 000 Xxxxxx XxxxxxXxxxxxx 00000-Suite 3700 Jersey City, New Jersey 07302 0000 Attention: Xxxx Xxxxx TelephoneX. Xxxxx Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 (ii) If to NovaMed: NovaMed Acquisition Company, Inc. 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 0000 With Copies toXxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxx X. Xxxxxx Xxxx X. 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 Xx. Date of service 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 shall be (A) given by the recipient of date such notice, consent, waiver or other communicationnotice is personally delivered, (B) mechanically three days after the date of mailing if sent by certified or electronically generated by the sender’s facsimile machine containing the timeregistered mail, date, recipient facsimile number and an image of the first page of such transmission or (C) provided one day after date of delivery to the overnight courier if sent 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) courier or (iiiD) above, respectivelythe next succeeding business day after transmission by facsimile.

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 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 demands, notices, consentsrequests, waivers consents or other communications required or permitted to be sent or given under this Agreement by any of the terms hereof must parties hereto shall in every case be in writing and will shall be deemed to have been delivered: (i) upon receipt, when personally delivered personally; (ii) upon receipt, when or sent by facsimile machine (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 confirmation copy sent by one of the other methods authorized in this Section 9.1), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or, in each case properly addressed deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below: (a) If to the party Buyer: c/x Xxxxx Media Company 1200 Xxxxx Building 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxx X. Xxxxx Telecopier No. (000) 000-0000 with a copy to receive the same(which shall not constitute notice): Xxxxxx Xxxxxx Xxxxxxxx LLP 000 Xxxx Xxxxxx Xxxxxx Chicago, Illinois 60661-3693 Attention: Xxxxxx X. Xxxxxxxx, Esq. The addresses and facsimile numbers for such communications shall be: Telecopier No. (000) 000-0000 (b) If to any GuarantorSeller or the Sellers’ Representatives to both of: Carbonics Capital Corporation Xxx Xxxxx Xxxx XxxxxXxxxx c/o Trinity Xxxx Partners, Xxxxx L.P. 0000 Xxx XxxxXxxx Xxxxxx, XX 00000 Attention: CEO TelephoneSuite 4800 Dallas, Texas 75201 Telecopier No: (000) 000-0000 FacsimileXxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx & Xxxxx, LLP 00000 Xxxxxxxx Xxxx., Xxxxx 000 Addison, Texas 75001 with a copy to (which shall not constitute notice): Xxxxxx and Xxxxx, LLP 000 Xxxx Xxxxxx, Xxxxx 0000 Dallas, Texas 75202 Attention: Xxxxxx X. Xxxx Telecopier No.: (000) 000-0000 If Notices shall be deemed delivered upon the earlier to Secured Party: YA Global Investmentsoccur of (a) receipt by the party to whom such notice is directed, L.P. c/o Yorkville Advisors(b) if sent by facsimile machine, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx Telephone: on the Business Day such notice is sent if sent (000as evidenced by the facsimile confirmed receipt) 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 5:00 p.m. Central Standard Time and, if sent after 5:00 p.m. Central Standard Time, on the effectiveness of Business Day after which such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communicationnotice is sent, (Bc) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of on the first page of such transmission or (C) provided Business Day following the day the same is deposited with the commercial courier if sent by a nationally recognized commercial overnight delivery service, shall be rebuttable evidence of personal serviceor (d) the fifth Business Day following deposit thereof with the U.S. Postal Service as aforesaid. Each party, receipt by facsimile or receipt from a nationally recognized overnight delivery service notice duly given in accordance with clause (i), (ii) or (iii) above, respectivelytherewith may specify a different address for the giving of any notice hereunder.

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 noticesnotice, consents, waivers consent or other communications communication 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 properly served if (a) delivered personally, (b) delivered by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (c) delivered by courier, or (d) delivered by facsimile transmission, at the addresses and/or facsimile numbers as set forth below or at such other addresses and/or facsimile numbers as may be furnished in writing. All such notices and communications shall be deemed received upon the actual delivery thereof in accordance with the foregoing, except in the case of notice given by facsimile transmission, which shall be deemed received upon the next business day following the date of transmission thereof by the sender and issuance by the transmitting machine of a confirmation slip confirming that the number of pages constituting the notice have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when transmitted without error to the addressee's telecopy number. In the case of notices sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by transmission, the sending party); or (iii) sender shall within one (1) business day after deposit also mail a copy of the notice to the addressee's address for notices, together with a nationally recognized overnight delivery servicecopy of the confirmation slip; however, such mailing shall in each case properly addressed to no way affect the party to receive time at which the same. The addresses and facsimile numbers for such communications shall be: notice is deemed received. (a) If to any GuarantorExecutive: Carbonics Capital Corporation Xxx 00 Xxxxxxx Xxxx XxxxxXxxx Xxxxxx, XX 00000 Telecopy: with a copy to: Xxxxxx & Xxxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000 000 Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxx, Esq. Xxxxxx Xxx-Xxxxx, Esq. Telecopy: (000) 000-0000 (b) If to the Company: TMP Worldwide Inc. 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: CEO TelephoneXx. Xxxxxx X. McKelvey Telecopy: (000) 000-0000 Facsimilewith a copy to: TMP Worldwide Inc. 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X. Xxxxxxxxxx, Esq. Telecopy: (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.0000

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 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 EYI Industries, Inc. 3000 Xxxxxx Xxxxxx Parkway - Suite 500 Las Vegas, Nevada 89109 Attention: Jxx Xxxxxxxx, President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copy to: Kxxxxxxxxxx & Lxxxxxxx LLP 200 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxxxx, Xxxxx XX 00000-0000 Xxx Xxxx, XX 00000 Attention: CEO Cxxxxxx X. Xxxxxx, Esq. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Secured Partythe Lender: YA Global InvestmentsCornell Capital Partners, L.P. c/o Yorkville Advisors, LLC 000 LP 100 Xxxxxx Xxxxxx-, Suite 3700 Jersey City, New Jersey NJ 07302 Attention: Xxxx Xxxxx Mxxx X. Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With Copies Copy to: Xxxxx Dxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Esq. 100 Xxxxxx Xxxxxx-, Suite 3700 Jersey City, New Jersey NJ 07302 Telephone: (000) 000000)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.0000

Notices, Consents, Etc. Any and all notices, consents, waivers requests or other communications required or permitted to hereunder shall be given under the terms hereof must be in writing and will be deemed to have been delivereddelivered by: (ia) upon receiptregular, when delivered personallyovernight or registered or certified mail (return receipt requested), with first class postage prepaid; (iib) upon receipt, when sent by hand delivery; (c) facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party)transmission; or (iiid) one (1) business day after deposit with a nationally recognized overnight delivery courier service, in each case properly addressed to the party to receive parties at the same. The following addresses and or facsimile numbers for such communications shall be: numbers: (a) If to any GuarantorSeller: Carbonics Capital Corporation Xxx Jxx Xxxxxx 200 Xxxxxxx Xxxx Xxxxx, Xxxxx 0000 Xxx XxxxXX Xx. Xxxxxxxxxx, XX 00000 Attention: CEO TelephoneTel: (000) 000-0000 Facsimilee-mail: jxxxxxx@xxxxxxxxx.xxx with a copy to: Axxxxx & Jaclin LLP 100 Xxxxx 0 Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxx Xxxxxx 00000 Attention: Gxxxx X. Xxxxxx, Esq. Tel. No.: (000) 000-0000 Fax No.: (000) 000-0000 (b) If to Secured PartyAgent: YA Global InvestmentsYxxx Xx Room 1725, L.P. c/o Yorkville AdvisorsBuilding BTop City Nx.0 Xxxxxxxxxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxxx, LLC 000 Xxxxxxx, Xxxxxxx 000000 People’s Republic of China Tel: +00 (00) 0000-0000 with a copy to: Kxxxxx Xxxxxx Rxxxxxxx LLP 500 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Hxxxxx X. Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 Attention: Xxxx Xxxxx TelephoneEsq. Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 With Copies toand Kxxxxx Xxxxxx Rxxxxxxx LLP 500 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx XxxxxxxxExxx X. Xxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneEsq. Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 or at such other address and/or facsimile or number and/or as shall be designated by either of the parties in a notice 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 this Section 8.1. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (i)a) in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails; (iib) in the case of a notice delivered by hand, when personally delivered; (c) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (d) in the case of a notice sent by overnight mail or (iii) aboveovernight courier service, respectivelythe next business day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid.

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 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 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 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 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: Xxxxx Xxxxxxxx, Esquire Yorkville Advisors, LLC 000 Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 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 communication 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 receipt, when sent by facsimile registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (provided confirmation of transmission is mechanically or electronically generated and kept on file c) delivered by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery courier service, in each case properly addressed or (d) sent by facsimile transmission to the party to receive parties at the same. The addresses and facsimile numbers for as set forth below or at such communications shall be: other addresses as may be furnished in writing. (i) If to any GuarantorSeller: Carbonics Capital Corporation Xxx Xxxx XxxxxPPSC, LLP x/x Xxxxxxxxxx Xxxxxxx Xxxxxxx xx Xxxxxxx, LLC 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx#0 Xxxxxxx, XX Xxxxxxxxxxxxx 00000 Attention: CEO Telephoneuke X. Xxxxxxx Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 If to Secured Partywith a copy to: YA Global InvestmentsMcGuireWoods LLP 00 Xxxx Xxxxxx Xxxxx, L.P. c/o Yorkville AdvisorsSuite 4100 Chicago, LLC 000 Xxxxxx XxxxxxIllinois 60601-Suite 3700 Jersey City, New Jersey 07302 1815 Attention: Xxxx Xxxxx TelephoneXxxxxx, Esq. Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 With Copies to: Xxxxx XxxxxxxxAnd Xxxxxx, Esquire Yorkville AdvisorsXxxx & McGraw, LLC 000 PC 4100 Thanksgiving Tower 0000 Xxx Xxxxxx Xxxxxx-Suite 3700 Jersey City, New Jersey 07302 TelephoneXxxxx 00000 Attenton: Xxxxxx X. Xxxxxxxxx, Esq. Tel: (000) 000-0000 FacsimileFax: (000) 000-0000 (ii) If to Partners: (A) ASCOA: Ambulatory Surgery Centers of America, LLC 000 Xxxxxxxxxx Xxxxxx, Xxxxx #0 Xxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxx X. Xxxxxxx Tel: (000) 000-0000 Fax: (000) 000-0000 with a copy to: McGuireWoods LLP 00 Xxxx Xxxxxx Xxxxx, Suite 4100 Chicago, Illinois 60601-1815 Attention: Xxxxx Xxxxxx, Esq. Tel: (000) 000-0000 Fax: (000) 000-0000 (B) Physician Partners (excluding Xxxxxxx Xxxxxxxx, M.D.): To the address listed on Schedule A to the Partnership Agreement (or at such other address and/or facsimile number and/or on file with New LP) with a copy to: Xxxxxx, Xxxx & McGraw, PC 4100 Thanisgiving Tower 0000 Xxx Xxxxxx</X xx> Xxxxxx, Xxxxx 00000 Attenton: Xxxxxx X. Xxxxxxxxx, Esq. Tel: (000) 000-0000 Fax: (000) 000-0000 (C) Xxxxxxx Xxxxxxxx, M.D., one of the Physician Partners: Xxxxxxx Xxxxxxxx, M.D. c/o Xxxx Xxxxxxxx 0000 Xxxxx Xxxx Xxx Xxxxxxx, Xxxxx 00000 (iii) If to the attention NovaMed or NOD: NovaMed Acquisition Company, Inc. 000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxx Xxxx X. Xxxxxxxx, Xx. Date od service 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 shall be (A) given by the recipient of date such notice, consent, waiver or other communicationnoti#e is personally delivered, (B) mechanically three days after the date of mailing if sent by certified or electronically generated by the sender’s facsimile machine containing the timeregistered mail, date, recipient facsimile number and an image of the first page of such transmission or (C) provided one day after date of delivery to the overnight courier if sent 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) courier or (iiiD) above, respectivelythe next succeeding business day after transmission by facsimile.