Notices Contract Clauses (104,236)

Notices. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) writing, (a) if delivered from within the domestic United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or email or (b) if delivered from outside the United States, by International Federal Express or by facsimile or email and (c) will be deemed given... (i) if delivered by first-class registered or certified domestic mail, three (3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed, and (iv) if delivered by facsimile, upon electronic confirmation of receipt, or email, upon receipt, and will be delivered and addressed as follows: 10 (a) If to the Securities Purchase Agreement. Company, to Leap Therapeutics, Inc. 47 Thorndike St, Suite B1-1 Cambridge, MA 02141 Facsimile number: 617-588-1606 Email address: PIPEnotices@leaptx.com Attn: Chief Financial Officer (b)If to the Holder, to [Purchaser]. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon reasonably promptly following any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided provided, that in each case that case, such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. It is expressly understood Holder; and agreed provided, further, that the time failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of exercise the corporation action required to be specified in such notice. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise in accordance with applicable laws. In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in each Exercise Notice the absence of any such indication, the Holder shall be definitive and may allowed to presume that all matters relating to such notice do not be disputed constitute material, nonpublic information relating to the Company or challenged by the Company. its subsidiaries. View More

Notices. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of addresses exchanged by the Securities Purchase Agreement. parties. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting To the generality of the foregoing, extent that any notice... provided hereunder constitutes, or contains, material, non-public information regarding the Company will give written notice to the Holder (i) immediately upon or any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which its Subsidiaries, the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information shall be made known to the public prior to or in conjunction with simultaneously file such notice being provided with the SEC pursuant to the Holder. a Current Report on Form 8-K. It is expressly understood and agreed that the time of exercise execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company. View More

Notices. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)... immediately upon any each adjustment of the Exercise Price, Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment adjustment(s) and (ii) at least fifteen (15) five (5) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to all or substantially all of the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. Holder and (iii) at least three (3) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined in the Securities Purchase Agreement) pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of exercise execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company. 12 9. AMENDMENT AND WAIVER. Except as otherwise expressly set forth herein, the provisions of this Warrant may be amended only with the written consent of the Company and the Significant Buyers (as defined in the Securities Purchase Agreement). Any amendment effected in accordance with this Section Error! Reference source not found. shall be binding upon the Holder and the Company, provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders of all SPA Warrants, (2) imposes any obligation or liability on the Holder without the Holder's prior written consent (which may be granted or withheld in the Holder's sole discretion), (3) applies to Section 1(f) without the Holder's prior written consent (which may be granted or withheld in the Holder's sole discretion) or (4) applies retroactively. Except as otherwise expressly set forth herein, no waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Buyers (in a writing signed by all of the Required Buyers) may waive any provision of this Warrant, and any waiver of any provision of this Warrant made in conformity with the provisions of this Section Error! Reference source not found. shall be binding on the Holder, provided that no such waiver shall be effective to the extent that it (1) applies to less than all holders of all SPA Warrants (unless a party gives a waiver as to itself only), (2) applies to Section 1(f) without the Holder's prior written consent (which may be granted or withheld in the Holder's sole discretion) or (3) imposes any obligation or liability on the Holder without the Holder's prior written consent (which may be granted or withheld in the Holder's sole discretion). View More

Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board. 13 17. Amendment. This Agreement may be amended... or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company. View More

Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier currier service or of by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Company, or to the Company or, in the case of the Company, at its main offices, office, attention of the Board. Board of... Directors. View More

Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by (i) a nationally recognized overnight courier service or (ii) by registered or certified mail, postage prepaid, return receipt requested, in each case to the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board, or (iii) by email to the... Executive at the Executive's Company email address, or personal email address expressly provided by the Executive to the Company, and to the Company at the Company email address of the Company's Chairperson of the Board. View More

Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by... United States registered or certified mail, return receipt requested, postage prepaid, addressed, if addressed as follows: If to Executive at the Employee: At the address (or to the facsimile number) shown in the books and records of the Company, and if Company. If to the Company at its principal executive office, Company: 807 Las Cimas Parkway Suite 350 Austin, TX 78746 or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. View More

Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by... United States registered or certified mail, return receipt requested, postage prepaid, addressed, if addressed as follows: If to Executive at the Employee: At the address (or to the facsimile number) shown in shownin the books and records of the Company, and if Company. If to the Company at its principal executive office, Company: 4600 S. Syracuse Street, Suite 1450 Denver, CO 80237 Attention: Chief Financial Officer or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. View More

Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by... United States registered or certified mail, return receipt requested, postage prepaid, addressed, if addressed as follows: If to Executive at the Employee, to the address (or to the facsimile number) shown in the books and records of the Company, and if Employer. If to the Company at its principal executive office, Employer: Legacy Reserves Inc. 303 W. Wall Street, Suite 1800Midland, TX 79701Attention: General Counsel If to the Company:Legacy Reserves Inc. 303 W. Wall Street, Suite 1800Midland, TX 79701Attention: General Counsel or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. receipt.16.SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Employer or the Company, the terms of this Agreement shall govern and control. View More

Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall will be in writing and shall will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid prepaid, or one three business day days after having been sent for next-day delivery by a nationally recognized overnight courier service, service such as FedEx or UPS, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive office and to Indemnitee the Executive at the applicable address shown on the signature page hereto, his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. View More

Notices. For all purposes of this Agreement, Agreement (except as otherwise expressly provided in this Agreement with respect to notice periods), all communications, including without limitation limitation, notices, consents, requests or approvals, required or permitted to be given hereunder shall will be in writing writing, and shall will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five ten business... days after having been mailed by United States registered or certified mail, mail , return receipt requested, postage prepaid prepaid, or one five business day days after having been sent for next-day delivery by a nationally recognized overnight courier service, service such as Federal Express or UPS, addressed to the Company (for the GENBAND Parties) at 2801 Network Boulevard, Suite 300, Frisco, Texas 75034 (to the attention of the Secretary General Counsel of the Company) and to Indemnitee the Executive at the applicable address shown on Company's address, with a copy to the signature page hereto, Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will shall be effective only upon receipt. View More

Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall will be in writing and shall will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid prepaid, or one three (3) business day days after having been sent for next-day delivery by a nationally recognized overnight courier service, service such as FedEx or UPS, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive office and to Indemnitee the Executive at the applicable address shown on the signature page hereto, his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. View More

Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: If to Maker: Ignyte Acquisition Capitol Investment Corp. IV 1300 17th Street, Suite 820 Arlington, VA 22209 If to Payee: Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party's on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service. View More

Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: If to Maker: Ignyte Acquisition Corp. Pivotal Investment... Corporation II c/o Graubard Miller 405 Lexington Avenue New York, New York 10174 2 If to Payee: MGG Investment Group LP One Penn Plaza, 53rd Floor New York, New York 10119 Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party's on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service. View More

Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section: If to Maker: Ignyte Big Rock Partners Acquisition Corp. 2645 N. Federal Highway Suite 230 Delray Beach, Florida 33483 If to Payee: Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party's on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service. View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed on such delivery, directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature... page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company. 17 (b) If to the Company, to: InterPrivate II Acquisition Corp 1350 Avenue of the Americas New York, New York 10019 Landcadia Holdings II, Inc. 1510 West Loop South Houston, Texas 77027 Attention: Brandon Bentley, General Counsel and Director Steven L. Scheinthal With a copy, which shall not constitute notice, to White Winston & Case Strawn LLP 1221 200 Park Avenue of the Americas New York, New York 10020 10166 Attn: Joel Rubinstein, Esq. Fax No. : (212) 354-8113 294-6700 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed on such delivery, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of... this Agreement, or such other address as Indemnitee shall provide in writing to the Company. 17 (b) If to the Company, to: InterPrivate II Diamond Eagle Acquisition Corp 1350 Corp. 2121 Avenue of the Americas New York, New York 10019 Stars, Suite 2300 Los Angeles, CA 90067 Attention: Brandon Bentley, General Counsel and Director Eli Baker With a copy, which shall not constitute notice, to White Winston & Case Strawn LLP 1221 200 Park Avenue of the Americas New York, New York 10020 10166 Attn: Joel Rubinstein, Esq. Fax No. : (212) 354-8113 294-6700 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed on such delivery, directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature... page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company. 16 (b) If to the Company, to: InterPrivate II Netfin Acquisition Corp 1350 Avenue of the Americas Corp. 445 Park Avenue, 9th Floor New York, New York 10019 Attention: Brandon Bentley, General Counsel and Director 10022 With a copy, which shall not constitute notice, to White Winston & Case Strawn LLP 1221 200 Park Avenue of the Americas New York, New York 10020 10166 Attn: Joel Rubinstein, Esq. Fax No. : (212) 354-8113 294-6700 or to any other address as may have been furnished to Indemnitee in writing by the Company. View More

Notices. All notices, requests and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given called for hereunder shall be deemed properly given if (i) sent by (a) hand delivery, (b)... overnight courier, (c) registered or certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or (d) governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent by e-mail, to the number set out below (or 10 following addresses or to such other number address as either party may hereafter be specified designate by notice in a notice designated as a notice of change of address) accordance with electronic confirmation of its receipt. Any notice or request required this Section: If to be given hereunder Maker: FinTech Acquisition Corp. 712 Fifth Avenue 12th Floor New York, New York 10019 Attention: James McEntee Facsimile: [______] Email: [______] If to Payee: FinTech Investor Holdings, LLC 712 Fifth Avenue 12th Floor New York, New York 10019 Attention: [________] Facsimile: [______] Email: [______] Notice shall be deemed given on the earlier of (i) actual receipt thereof, and by the receiving party, (ii) (A) one (1) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an e-mail transmission was received by the receiving party's on-line access provider, (iv) the date reflected on a signed delivery receipt, or (vi) two (2) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof tender of delivery or dispatch by registered express mail or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each party at its address set forth below or at such other address as has been furnished in writing by a party to the other by like notice: If to the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section. delivery service. View More

Notices. All notices, requests and demands to Any notice required or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall permitted hereunder (including Conversion Notices) must be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required to be given hereunder shall be... given by (a) hand delivery, (b) overnight courier, (c) registered or certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with electronic confirmation the courier service for delivery. Issuer: Investor: James Briscoe JMJ Financial Liberty Star Uranium & Metals Corp. Its Principal Chief Executive Officer Date: ____________________________________ Date: ____________________________________ EX-10.13 2 exhibit10-13.htm EXHIBIT 10.13 Liberty Star Uranium & Metals Corp.: Exhibit 10.13 - Filed by newsfilecorp.com LBSR Interest free if paid in full within 3 months CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Liberty Star Uranium & Metals Corp., a Nevada corporation (the "Issuer" of this Security) with at least 1,300,000,000 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its receipt, Assignees (the "Investor") the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment of Consideration by the Investor (the "Effective Date"). The Principal Sum is up to $500,000 (five hundred thousand) plus accrued and unpaid interest and any other fees. The Consideration is $450,000 (four hundred fifty thousand) payable by wire (there exists a $50,000 original issue discount (the "OID")). The Investor shall pay $50,000 of Consideration upon closing of this Note. The Investor may pay additional Consideration to the Issuer in each case addressed to each party at its address set forth below or such amounts and at such dates as the Investor may choose, however, the Issuer has the right to reject any of those payments within 24 hours of receipt of rejected payments. THE PRINCIPAL SUM DUE TO THE INVESTOR SHALL BE BASED ON THE CONSIDERATION ACTUALLY PAID BY INVESTOR (PLUS AN APPROXIMATE 10% ORIGINAL ISSUE DISCOUNT THAT IS BASED ON THE CONSIDERATION ACTUALLY PAID BY THE INVESTOR AS WELL AS ANY OTHER INTEREST OR FEES) SUCH THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE ISSUER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE. The Maturity Date is two years from the Effective Date of each payment (the "Maturity Date") and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other address as has been furnished fees, shall be due and payable. The Conversion Price is 70% of the average of the three lowest closing prices in the 20 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Unless otherwise agreed in writing by a party to both parties, at no time will the other by like notice: If to Investor convert any amount of the Senior Lender: Renewable Power Sources, LLC 445 Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Mr. Joshua Sason If to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, the Debtors and the Subordinated Lender may change their respective addresses and transmission numbers for notices by notice Note into common stock that would result in the manner provided in this Section. Investor owning more than 4.99% of the common stock outstanding. View More

Notices. All notices, requests and demands to or upon the Senior Lender or the Debtors or the Subordinated Lender to be effective shall be in writing (except as expressly provided herein) at their respective addresses set forth below or at such other address as may hereafter be specified in a notice designated as a notice of change of address under this Section 17. Any notice or request required notices to be given hereunder shall be given by (a) hand delivery, (b) overnight courier, (c) registered or... certified mail, return receipt requested, or (d) facsimile to the number set out below (or 10 such other number as may hereafter be specified in a notice designated as a notice of change of address) with electronic confirmation of its receipt. Any notice or request required to be given hereunder shall be deemed given on the earlier of (i) actual receipt thereof, and (ii) (A) one (1) business day following posting thereof by a recognized overnight courier, (B) three (3) days following posting thereof by registered or certified mail, return receipt requested, or (C) upon the sending thereof when sent by facsimile with electronic confirmation of its receipt, in each case addressed to each either party at its address set forth below or at such other address as has been furnished in writing by a party hereto to the other may be effected either by like notice: (a) personal delivery in writing, (b) facsimile or (c) mail, registered or certified, postage prepaid, with return receipt requested. Mailed or faxed notices will be addressed or faxed as follows: If to the Senior Lender: Renewable Power Sources, LLC 445 Company: USA Truck, Inc. 3200 Industrial Park Avenue, 9th Floor New York, N.Y. 10022 Facsimile:_________________ Attention: Mr. Reid Krakower Road Van Buren, Arkansas 72956 Attn: Chief Financial Officer Facsimile: (479) 471-2526 If to the Subordinated Lender: Hanover Holdings I, LLC ________________________________ ________________________________ ________________________________ ________________________________ Facsimile:________________________ Attention: Executive: Mr. Joshua Sason If John M. Simone ______________________ ______________________ Email: _________________ 20. Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (e.g., "pdf" or "tif") will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the Debtors: Xzeres Energy Services Corp. 9025 SW Hillman Ct., Suite 3126 Wilsonville, Oregon 97070 Facsimile:________________________ Attention: Mr. Frank Greco The Senior Lender, benefit of the Debtors Company, its Affiliates, and the Subordinated Lender may change their respective addresses successors and transmission numbers for notices by notice in the manner provided in this Section. assigns and will be binding upon Executive and your heirs and personal representatives. View More

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Cowen, shall be delivered to Cowen at Cowen and Company, LLC, 599 Lexington Avenue, 27th Floor, New York, NY 10022, fax no. 646-562-1124, Attention: General Counsel, Counsel; or if sent to the Company, shall be delivered to the Company at Immunomedics, Atara Biotherapeutics,... Inc., 300 The American Road, Morris Plains, New Jersey 07950, 611 Gateway Blvd., Suite 900, South San Francisco, California 94080; attention: CFO and General Counsel with a copy to Cooley LLP, 101 California Street, 5th Floor, San Francisco, California 94111; fax no. 973-605-8282, Attention: Chief Financial Officer. 415-693-2222, attention: Jodie Bourdet. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when 29 delivered personally, by e-mail personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Nasdaq and commercial banks in the City of New York are open for business. View More

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Cowen, shall be delivered to Cowen at Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, fax no. 646-562-1124, Attention: General Counsel, Counsel; or if sent to the Company, shall be delivered to the Company at Immunomedics, Tilray, Inc., 300 The American... Road, Morris Plains, New Jersey 07950, fax no. 973-605-8282, 495 Wellington St. West, Suite 250, Toronto ON M5V 1G1 Canada, Attention: Chief Financial Officer. Officer, Email: mark.castaenda@tilray.com, with a copy to Cooley LLP, 1700 Seventh Avenue, Suite 1900, Seattle, WA 98101, Attention: John Robertson and Alan Hambelton. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when 29 delivered personally, by e-mail personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Nasdaq and commercial banks in the City of New York are open for business. View More

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement or any Terms Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Cowen, shall be delivered to Cowen at Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, fax no. 646-562-1124, Attention: General Counsel, email: Bradley.friedman@cowen.com; or if sent to the Company, shall be delivered to the Company at... Immunomedics, Mirati Therapeutics, Inc., 300 The American Road, Morris Plains, New Jersey 07950, fax no. 973-605-8282, 9393 Towne Centre Drive, Suite 200, San Diego, CA 92121, Attention: Executive Vice President and Chief Financial Officer. Operating Officer, email: fagad@mirati.com with a copy to Cooley LLP, Attention: Thomas Coll, email: collta@cooley.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when 29 delivered personally, by e-mail personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Nasdaq and commercial banks in the City of New York are open for business. View More

Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party hereto at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee. 13 18. Choice of Law. This Agreement... shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of laws. View More

Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in as set forth on the personnel records of the Company for the Participant Signature Page or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, specified in this Agreement, and if sent to the Agent, Cowen, shall be delivered to: Cantor Fitzgerald & Co. 499 Park Avenue to Cowen at Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022 Attention: Capital Markets Facsimile: (212) 307-3730 -34- with copies to Cantor Fitzgerald & Co. 499 Park... Avenue New York, NY 10022 10022, fax no. 646-562-1124, Attention: General Counsel Facsimile: (212) 307-3730 Counsel, Fax: 646-562-1124 and with a copy to: Latham (which copy shall not constitute notice) to Ropes & Watkins LLP 12670 High Bluff Drive San Diego, CA 92130 Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199 (fax: (617) 235-0392), Attention: Cheston J. Larson, Patrick O'Brien, Esq. Facsimile: (858) 523-5450 and ; or if sent to the Company, shall be delivered to: Paratek Pharmaceuticals, Inc. 75 Park Plaza Boston, to Seres Therapeutics, Inc., 200 Sidney Street, 4th Floor, Cambridge, Massachusetts 02116 02139 (fax: (617) 945-9626); Attention: General Counsel Facsimile: (617) 275-0039 Secretary, with a copy to: Cooley LLP 3175 Hanover Street Palo Alto, California 94304] (which copy shall not constitute notice) to Latham & Watkins LLP, 200 Clarendon Street, 27th Floor, Boston, MA 02116, Attention: Mehdi Khodadad Facsimile: (650) 849-7400 Peter N. Handrinos, Esq. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day, Day on the next succeeding Business Day, (ii) by Electronic Notice as set forth in the next paragraph, (iii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iv) (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange Nasdaq and commercial banks in the City of New York are open for business. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 13. if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice. -35- 14. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent Cowen and their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 10 9 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that the Agent Cowen may assign its rights and obligations hereunder to an affiliate thereof of Cowen without obtaining the Company's consent. View More

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, specified in this Agreement, and if sent to the Agent, shall be delivered to: Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Attention: Capital Markets Markets/Jeffrey Lumby Facsimile: (212) 307-3730 -34- with copies to and: Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Attention:... General Counsel Facsimile: (212) 307-3730 and 829-4708 -31- with a copy to: Latham & Watkins Cooley LLP 12670 High Bluff Drive San Diego, CA 92130 1114 Avenue of the Americas New York, NY 10036 Attention: Cheston J. Larson, Daniel I. Goldberg, Esq. Facsimile: (858) 523-5450 (212) 479-6275 and if to the Company, shall be delivered to: Paratek Tetraphase Pharmaceuticals, Inc. 75 Park Plaza Boston, Massachusetts 02116 480 Arsenal Way Watertown, MA 02472 Attention: General Counsel Facsimile: (617) 275-0039 926-3557 with a copy to: Cooley Wilmer Cutler Pickering Hale and Dorr LLP 3175 Hanover 60 State Street Palo Alto, California 94304] Boston, MA 02109 Attention: Mehdi Khodadad Stuart M. Falber, Esq. Facsimile: (650) 849-7400 (617) 526-5000 Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) by Electronic Notice as set forth in the next paragraph, (iii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iv) (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange and commercial banks in the City of New York are open for business. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 13 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice. -35- 14. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that the Agent may assign its rights and obligations hereunder to an affiliate thereof without obtaining the Company's consent. View More

Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, FBR, shall be delivered to: Cantor Fitzgerald FBR Capital Markets & Co. 499 Park Avenue New York, NY 10022 Attention: Capital Markets Facsimile: (212) 307-3730 -34- with copies to Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Attention: General Counsel Facsimile: (212)... 307-3730 and 1300 17th Street North 14th Floor Arlington, VA 22207 with a copy to: Latham Hunton & Watkins Williams LLP 12670 High Bluff Drive San Diego, CA 92130 951 East Byrd Street Richmond, Virginia 23219 Attention: Cheston J. Larson, Daniel M. LeBey, Esq. Facsimile: (858) 523-5450 and if to the Company, shall be delivered to: Paratek Pharmaceuticals, Emergent Capital, Inc. 75 Park Plaza Boston, Massachusetts 02116 5355 Town Center Road Suite 701 Boca Raton, FL 33486 Attention: General Counsel Facsimile: (617) 275-0039 Michael Altschuler with a copy to: Cooley Foley & Lardner LLP 3175 Hanover Street Palo Alto, California 94304] One Independent Drive Suite 1300 Jacksonville, Florida 32202 Attention: Mehdi Khodadad Facsimile: (650) 849-7400 Michael B. Kirwan Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally personally, or by verifiable facsimile transmission (with an original to follow) email, on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not 32 a Business Day, on the next succeeding Business Day, (ii) by Electronic Notice as set forth in the next paragraph, (iii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iv) (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, "Business Day" shall mean any day on which the Exchange NYSE and commercial banks in the City of New York are open for business. An electronic communication ("Electronic Notice") shall be deemed written notice for purposes of this Section 13 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification confirmation of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form ("Nonelectronic Notice") which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice. -35- 14. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that the Agent may assign its rights and obligations hereunder to an affiliate thereof without obtaining the Company's consent. View More