alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
exv4w8



 





Exhibit 4.8



ONE-TIME WAIVER OF REGISTRATION RIGHTS UNDER NOTE AND WARRANT

PURCHASE AGREEMENT

September 9, 2005




     Reference is hereby made to that certain Note and Warrant Purchase Agreement (the “Purchase
Agreement”), dated as of July 15, 2005 and entered into by and among NGTV, a California corporation
(the “Company”) and the purchasers identified on the signature pages therein,
(collectively the “Purchasers”). All capitalized terms used but not defined
herein shall have the meanings set forth in the Purchase Agreement.



     WHEREAS, pursuant to the Purchase Agreement, the Purchasers received Warrants exercisable into
Common Stock (the “Warrants”);



     WHEREAS, the Company intends to sell certain shares of its Common Stock to the public pursuant
to an anticipated firm commitment Initial Public Offering with Capital Growth Financial LLC (the
“Underwriter”) for approximately $25,000,000 (the “IPO”);



     WHEREAS, the Underwriter has required waiver of any and all registration rights by all
existing Purchasers as a condition to moving forward with and closing the IPO;



     WHEREAS, the Purchase Agreement and the Warrants provide the Purchasers with registration
rights as set forth in Section 12 of the Warrant and Section 4.4 of the Purchase Agreement;



     WHEREAS, the registration rights may be waived by the consent of the Purchaser pursuant to the
authority of Sections 10 and 5.3 of the Warrant and Purchase Agreement, respectively;



     WHEREAS, the undersigned wish to consent to a one-time waiver of the registration rights set
forth in Section 12 of the Warrant and Section 4.4 of the Purchase Agreement, for purposes of
complying with the Underwriter’s requirement to move forward with the IPO;



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the undersigned hereby agrees as follows:



     1. Waiver of Registration Rights. The undersigned hereby waive any and all rights
under Section 12 of the Warrant and Section 4.4 of the Purchase Agreement, in connection with the
Company’s filing of a Registration Statement, or any amendment thereto, pursuant to the IPO.



     2. Successors and Assigns. This Waiver shall remain in full force and effect and
shall be binding upon the undersigned, and the successors and assigns of the undersigned, and inure
to the benefit of the Company and its successors and assigns,



     3. Governing Law. This Waiver shall be governed by, and construed in accordance with,
the law of the State of California, without regard to conflict of law principles.



 









 





[Signature Page to ONE-TIME WAIVER OF REGISTRATION RIGHTS UNDER NOTE AND WARRANT PURCHASE
AGREEMENT]




     Wherefore, the undersigned has subscribed his/her/its name and duly authorized signature below
with the intention of being legally bound to the terms hereof.



	 	 	 	 	 	 	 
	Purchaser Name:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
**EXHIBIT 31.2**
**CERTIFICATION OF CHIEF FINANCIAL OFFICER**
     I, Douglas S. Kearney, the Chief Financial Officer of Lason, Inc. (the“registrant”) certify that:
     1.     I have reviewed this quarterly report on Form 10-Q of the registrant;
     2.     Based on my knowledge, this quarterly report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisquarterly report;
     3.     Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterly report;
     4.     The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
 (a) designed such disclosure controls and procedures orcaused such disclosure controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within thoseentities, particularly during the period in which thisquarterly report is being prepared;  (b) evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in thisquarterly report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the periodcovered by this quarterly report based on such evaluation; and;  (c) disclosed in this quarterly report any change inthe registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter(the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal controlover financial reporting.
5.     The registrant’s other certifying officers and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the board of directors (orpersons fulfilling the equivalent function):
 (a) all significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financialinformation; and  (b) any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’sinternal controls over financial reporting.         /s/ Douglas S. Kearney  Douglas S. Kearney  May 14, 2004 Chief Executive Officer
I 

112TH CONGRESS 

2D SESSION H. R. 4386 

To amend the Balanced Budget and Emergency Deficit Control Act of 1985 

to eliminate the adjustment for disaster funding. 

IN THE HOUSE OF REPRESENTATIVES 

APRIL 18, 2012 

Mr. LAMBORN (for himself, Mr. CHABOT, Mr. ROKITA, Mr. MULVANEY, Mrs. 

MYRICK, Mr. HARRIS, Mrs. LUMMIS, Mr. ROE of Tennessee, Mr. MANZULLO, Mr. DUNCAN of South Carolina, and Mr. HUIZENGA of Michigan) 

introduced the following bill; which was referred to the Committee on the 

Budget 

A BILL 

To amend the Balanced Budget and Emergency Deficit Control Act of 1985 to eliminate the adjustment for disaster 

funding. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Budget for Disasters 

5 Act of 2012’’. 


tjames on DSK6SPTVN1PROD with BILLS
2 

•HR 4386 IH

1 SEC. 2. ELIMINATION OF ADJUSTMENT FOR DISASTER 

2 FUNDING. 

3 Section 251(b)(2) of the Balanced Budget and Emer4 gency Deficit Control Act of 1985 is amended by striking 

5 subparagraph (D) (related to disaster funding). 

Æ 


tjames on DSK6SPTVN1PROD with BILLS
exv4w7



 




Exhibit 4.7





ONE-TIME WAIVER OF REGISTRATION RIGHTS FOR IPO




September 9, 2005




RECITALS




     WHEREAS, NGTV, Inc., a California corporation (the “Company”) and the undersigned
Majority Holders of the Registrable Securities of the Company (“Majority Holders”) and
others have entered into that certain Investor Rights Agreement dated as of February 12, 2004 (the
“Agreement”);



     WHEREAS, the Company intends to sell certain shares of its Common Stock to the public pursuant
to an anticipated firm commitment Initial Public Offering with Capital Growth Financial LLC (the
“Underwriter”) for approximately $25,000,000 (the “IPO”);



     WHEREAS, the Underwriter has required waiver of any and all registration rights by all
existing shareholders of the Company as a condition to moving forward with and closing the IPO;



     WHEREAS, the Agreement provides the Holders (defined therein) with certain demand and
piggyback registration rights as set forth in Sections 2.2 and 2.3 thereof, which rights may be
waived by a majority of the Holders pursuant to the authority of Sections 2.11 and 5.6 thereof;



     WHEREAS, the undersigned represent at least a majority of the Holders and wish to consent to a
one-time waiver on behalf of all Holders of the registration rights set forth in Sections 2.2 and
2.3 for purposes of complying with the Underwriter’s requirement to move forward with the IPO;



     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the undersigned hereby agrees as follows:



     1. Waiver of Registration Rights. The undersigned hereby waive any and all rights
under Sections 2.2 and 2.3 of the Agreement in connection with the Company’s filing of a
Registration Statement, or any amendment thereto, pursuant to the IPO. This waiver is made on
behalf of the undersigned shareholder, and may be used to comprise a majority of all Holders in
order to waive these rights on behalf of all Holders.



     2. Successors and Assigns. This Waiver shall remain in full force and effect and
shall be binding upon the undersigned, and the successors and assigns of the undersigned, and inure
to the benefit of the Company and its successors and assigns, and any subsequent Holders of the
Registrable Securities or Shares.



     3. Governing Law. This Waiver shall be governed by, and construed in accordance with,
the law of the State of California, without regard to conflict of law principles.



 









 





[Signature Page to ONE TIME WAIVER OF REGISTRATION RIGHTS FOR IPO]




     Wherefore, the undersigned has subscribed his/her/its name and duly authorized signature below
with the intention of being legally bound to the terms hereof.



	 	 	 	 	 	 	 
	Shareholder Name:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signature:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
#### § 241.10 Payment to USAID of excess amounts received by a Noteholder.

If a Noteholder shall, as a result of USAID paying compensation under this Guarantee, receive an excess payment, it shall refund the excess to USAID.
### §300ii–4. Authorization of appropriations

There are authorized to be appropriated to carry out this subchapter, $10,000,000 for each of fiscal years 2020 through fiscal year 2024.

(July 1, 1944, ch. 373, title XXIX, §2905, as added Pub. L. 109–442, §2, Dec. 21, 2006, 120 Stat. 3296; amended Pub. L. 116–324, §2(b), Jan. 5, 2021, 134 Stat. 5085.)

#### **Editorial Notes**

#### Amendments

2021—Pub. L. 116–324 substituted "subchapter, $10,000,000 for each of fiscal years 2020 through fiscal year 2024." for "subchapter—

"(1) $30,000,000 for fiscal year 2007;

"(2) $40,000,000 for fiscal year 2008;

"(3) $53,330,000 for fiscal year 2009;

"(4) $71,110,000 for fiscal year 2010; and

"(5) $94,810,000 for fiscal year 2011."
#### § 235.3 The Guarantee.

Subject to the terms and conditions set out in this part, the United States of America, acting through USAID, guarantees to Noteholders the Borrower's repayment of 100 percent of principal and interest due on Eligible Notes. Under the Guarantee, USAID agrees to pay to any Noteholder compensation in Dollars equal to such Noteholder's Loss of Investment under its Eligible Note; provided, however, that no such payment shall be made to any Noteholder for any such loss arising out of fraud or misrepresentation for which such Noteholder is responsible or of which it had knowledge at the time it became such Noteholder. The Guarantee shall apply to each Eligible Note registered on the Note Register required to be maintained by the Fiscal Agent.
FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 30,2004

Check here if Amendment [   ]; Amendment Number:
This Amendment (Check only one.):  [   ] is a restatement.
                                   [   ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:    The Continental Corporation
Address: CNA Plaza
	 Chicago,IL 60685


13F File Number:  28-172

The institutional investment manager filing this report and the
person by whom it is signed hereby represent that the person
signing the report is authorized to submit it, that all
information contained herein is true, correct, and complete, and
that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of
this form.


Person Signing this Report on Behalf of Reporting Manager:

Name:  Lynne Gugenheim
Title: Senior Vice President and Deputy General Counsel
Phone: (312) 822 4921
Signature, Place, and Date of Signing:
August 13,2004
Chicago, Illinois,60685
I AM SIGNING THIS REPORT AS REQUIRED BY THE SECURITIES EXCHANGE
ACT OF 1934

Report Type (Check only one.):

 [    ]              13F HOLDINGS REPORT.

 [  x ]              13F NOTICE.

 [    ]              13F COMBINATION REPORT.

List of Other Managers Reporting for this Manager:

The securities on which The Continental Corporation exercises
shared investment discretion have been reported upon by CNA Financial
Corporation on behalf of The Continental Corporation.
<Page>
CLD-209 NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

___________

No. 17-1691

___________

IN RE: PAUL GENE ROCKWOOD, JR.,

Petitioner

____________________________________

On a Petition for Writ of Mandamus from the

United States District Court for the Middle District of Pennsylvania

(Related to M.D. Pa. Civ. No. 1-16-cv-00332)

District Court Judge: Yvette Kane

____________________________________

Submitted Pursuant to Rule 21, Fed. R. App. P.

May 4, 2017

Before: SHWARTZ, NYGAARD, and FISHER, Circuit Judges

(Opinion filed: May 9, 2017)

_________

OPINION*

_________

PER CURIAM

In February 2016, Paul Gene Rockwood, Jr. filed a petition pursuant to 28 U.S.C. 

§ 2241 in the United States District Court for the Middle District of Pennsylvania. By 

order and memorandum entered on April 28, 2017, the District Court denied Rockwood’s 

§ 2241 petition and declined to issue a certificate of appealability. Rockwood now seeks 

a writ of mandamus directing the District Court to act on his § 2241 petition. Because the 

 

* This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not 

constitute binding precedent.
2

District Court has already denied Rockwood’s § 2241 petition, we will dismiss as moot 

his petition for a writ of mandamus. See In re Austrian & German Holocaust Litig., 250 

F.3d 156, 162-63 (2d Cir. 2001) (per curiam) (mandamus petition requesting that court of 

appeals compel district court action generally may be dismissed as moot upon district 

court’s entry of final order).
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                      -------------------------------------



                                    FORM 8-K




                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)          April 15, 1998


                      -------------------------------------



                            CNA FINANCIAL CORPORATION





               (Exact Name of Registrant as Specified in Charter)

      Delaware                       1-5823                 36-6169860
  (State or Other Jurisdiction     (Commission              (IRS Employer
     of Incorporation)             File Number)           Identification No.)

   CNA Plaza, Chicago, Illinois                                  60685
  (Address of Principal Executive Offices)                      (Zip Code)

  Registrant's telephone number, including area code           (312) 822-5000

          (Former Name or Former Address, if Changed Since Last Report)



==============================================================================





<PAGE>




Item 7.  Financial Statements and Exhibits

Exhibit No.              Description                                 Page No.
  23.2        Consent of Deloitte and Touche LLP                       3


<PAGE>



EXHIBIT 23.2
                          INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference  in Registration Statement  No.
333-33821 and Registration Statement No. 33-50753 of CNA Financial Corporation
and subsidiaries on Form S-3 of our reports dated February 18, 1998, appearing
in and incorporated  by reference  in the  Annual  Report  on Form 10-K of CNA
Financial Corporation and subsidiaries for the year ended December 31, 1997.


<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       CNA FINANCIAL CORPORATION


Date:   April 17, 1998                    By:  PATRICIA L. KUBERA
        --------------                         ------------------
                                               Patricia L. Kubera
                                               Group Vice President and
                                               Controller
### §242v–3. Report on progress to address undue foreign influence

Not later than 1 year after December 29, 2022, and annually thereafter, the Secretary shall prepare and submit to the Committee on Health, Education, Labor, and Pensions of the Senate and the Committee on Energy and Commerce in the House of Representatives, in a manner that does not compromise national security, a report on actions taken by the Secretary—

(1) to address cases of noncompliance with disclosure requirements or research misconduct related to foreign influence, including—

(A) the number of potential noncompliance cases investigated by the National Institutes of Health or reported to the National Institutes of Health by a research institution, including relating to undisclosed research support, undisclosed conflicts of interest or other conflicts of commitment, and peer review violations;

(B) the number of cases referred to the Office of Inspector General of the Department of Health and Human Services, the Office of National Security of the Department of Health and Human Services, the Federal Bureau of Investigation, or other law enforcement agencies;

(C) a description of enforcement actions taken for noncompliance related to undue foreign influence; and

(D) any other relevant information; and

(2) to prevent, address, and mitigate instances of noncompliance with disclosure requirements or research misconduct related to foreign influence.

(Pub. L. 117–328, div. FF, title II, §2326, Dec. 29, 2022, 136 Stat. 5769.)

#### **Editorial Notes**

#### Codification

Section was enacted as part of the Prepare for and Respond to Existing Viruses, Emerging New Threats, and Pandemics Act, also known as the PREVENT Pandemics Act, and also as part of the Health Extenders, Improving Access to Medicare, Medicaid, and CHIP, and Strengthening Public Health Act of 2022, and not as part of the Public Health Service Act which comprises this chapter.

#### **Statutory Notes and Related Subsidiaries**

#### Definition of "Secretary"

"Secretary" means the Secretary of Health and Human Services, see section 242v(a)(1) of this title.
#### Benton & Bowles, Inc., et al., Respondents, v Curtis Publishing Company, Appellant.

Order, Supreme Court, New York County, entered December 1, 1977, unanimously affirmed, without costs or disbursements. In affirming, we do not pass on the propriety of the items contained in the notice to admit. Concur—Birns, J. P., Fein, Markewdch and Sullivan, JJ.
§ 120.33 Technical data. ( a ) *Technical data* means for purposes of this subchapter: ( 1 ) Information, other than software as defined in § 120.40(g), which is required for the design, development, production, manufacture, assembly, operation, repair, testing, maintenance, or modification of defense articles. This includes information in the form of blueprints, drawings, photographs, plans, instructions, or documentation;
( 2 ) Classified information relating to defense articles and defense services on the U.S. Munitions List and 600-series items controlled by the Commerce Control List;
( 3 ) Information covered by an invention secrecy order; or
( 4 ) Software (see § 120.40(g)) directly related to defense articles.
( b ) The definition in paragraph (a) of this section does not include information concerning general scientific, mathematical, or engineering principles commonly taught in schools, colleges, and universities, or information in the public domain as defined in § 120.34 or telemetry data as defined in note 3 to Category XV(f) of § 121.1 of this subchapter. It also does not include basic marketing information on function or purpose or general system descriptions of defense articles.
### §3057j–1. Distribution of funds among organizations

Subject to the availability of appropriations to carry out this part, the amount of the grant (if any) made under this part to an organization for fiscal year 1992 and for each subsequent fiscal year shall be not less than the amount of the grant made under this part to the organization for fiscal year 1991.

(Pub. L. 89–73, title VI, §624A, as added Pub. L. 102–375, title VI, §604, Sept. 30, 1992, 106 Stat. 1270.)
**Exhibit 32.2**

 

**CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with theQuarterly Report of Omtool, Ltd. (the “Company”) on Form 10-Q for the periodended June 30, 2004 as filed with the Securities and Exchange Commission on thedate hereof (the “Report”), I, Daniel A. Coccoluto, Acting Chief FinancialOfficer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge,that:

 

(1)           The Report fully complies with the requirements of section13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)           The information contained in the Report fairly presents,in all material respects, the financial condition and results of operations ofthe Company.

 

 
|                            |
|---------------------------------|
| /s/ Daniel  A. Coccoluto        |   |
| Daniel A.  Coccoluto            |
| Acting Chief  Financial Officer |
| August 10,  2004                |

 

----
#### § 38.607 Direct access.

A designated contract market that permits direct electronic access by customers (*i.e.*, allowing customers of futures commission merchants to enter orders directly into a designated contract market's trade matching system for execution) must have in place effective systems and controls reasonably designed to facilitate the FCM's management of financial risk, such as automated pre-trade controls that enable member futures commission merchants to implement appropriate financial risk limits. A designated contract market must implement and enforce rules requiring the member futures commission merchants to use the provided systems and controls.