alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
ffg_ex104.htm

EXHIBIT 10.4

 

Binding Director Term Sheet

 

Effective December 26, 2017 (the “Effective Date”) Mark J. Keeley (the “Director”) and First Foods Group, Inc. (the “Corporation”), represented by the majority of the Board of Directors of the Corporation (collectively the “Parties”), enter into this Binding Term Sheet (the “Term Sheet”) as follows:

 

Responsibilities and Consideration:

 


	-	The Director will continue to serve on the Board of Directors of the Corporation and be responsible for day to day duties for the benefit of the Corporation.
	
 
	
 

	-	The Director’s compensation may consist of cash-based and/or share-based compensation.
	
 
	
 

	-	The Director’s cash-based compensation for the period January 1, 2018 through December 31, 2018 will be $10,000 per quarter paid on a date determined by the majority vote of the Board of Directors.
	
 
	
 

	-	The Director’s share-based compensation for the period January 1, 2018 through December 31, 2018 will be a one-time award of warrants (the “Warrants”); the terms of which will be detailed in a forthcoming Warrant Agreement (the “Warrant Agreement”). In principle, the Warrant Agreement will include the following terms:



 


	
 
	
o
	Number and Type – The Director is entitled to a one-time award of Warrants for 250,000 shares of Series B Preferred Stock (the “Preferred Stock”) of the Corporation, as equal to five (5) shares of the Corporation’s Common Stock (the “Common Stock”), including liquidation preference over Common Stock.
	
 
	
 
	
 

	
 
	
o
	Duration – The Warrants entitle the Director to purchase the Preferred Stock from the Corporation, after January 1, 2018 (the “Original Issuance Date”) and before December 31, 2024.
	
 
	
 
	
 

	
 
	
o
	Purchase Price - The Purchase Price is $0.51 per share of Preferred Stock.
	
 
	
 
	
 

	
 
	
o
	Vesting – 125,000 of the Warrants are fully vested on January 1, 2018. The remaining 125,000 Warrants are subject to a 12-month period whereby the Warrants vest in equal monthly increments from January 1, 2018 through December 31, 2018 (the “Vesting Period”).
	
 
	
 
	
 

	
 
	
o
	Ratio of Ownership – For the duration of the Vesting Period, the owners of the Corporation’s Preferred A Stock shall not issue share-based compensation that would alter the ratio of share-based compensation that existed among and between the directors and/or officers of the corporation at the inception of the Vesting Period.



 

IN WITNESS WHEREOF, the parties have executed this Term Sheet as of the Effective Date.

 


	
 
			
FIRST FOOD GROUP, INC. 
	
 

	
 
			
 
		
 

	
By:
	
/s/ Mark J. Keeley 
		
By:
	
/s/ Abraham Rosenblum
	
 

	
 
	
Mark J. Keeley
	
 
	
 
	
Abraham Rosenblum 
	
 

	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
By:
	
/s/ Hershel Weiss 
	
 

	
 
	
 
	
 
	
 
	
Hershel Weiss
Exhibit 15
                                                                      ----------

                         Independent Accountants' Report
                         -------------------------------

Ranger Industries, Inc. and Subsidiaries
St. Petersburg, Florida

We have reviewed the accompanying condensed consolidated balance sheet of Ranger
Industries, Inc. and Subsidiaries as of June 30, 2001, and the related condensed
consolidated statements of operations and cash flows for the three and six
months ended June 30, 2001 and 2000 and for the period from inception through
June 30, 2001. These financial statements are the responsibility of the
company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.


                                            /s/  Aidman, Piser & Company, P.A.
                                            ----------------------------------
                                                 Aidman, Piser & Company, P.A.


August 14, 2001
Tampa, Florida
AMERICAN
HONDA FINANCE CORPORATION


ANNUAL
COMPLIANCE CERTIFICATE


PURSUANT
TO SECTION 3.11(a) OF THE


SALE
AND SERVICING AGREEMENT AND


ITEM
1123 OF REGULATION AB








I, Paul C. Honda, do hereby certify
that I am the Assistant Vice President, Assistant Secretary and Compliance
Officer of American Honda Finance Corporation, a California corporation (the
"Company"), and further certify on behalf of the Company in its capacity as
servicer (the "Servicer" and "Sponsor") under the Sale and Servicing Agreement
(the "Agreement") dated as of July 1, 2009 among the Servicer and Sponsor,
American Honda Receivables Corp., as Seller, and Honda Auto Receivables 2009-3
Owner Trust, as follows:





(i)
            A
      review of the activities of the Servicer during the reporting period ended
      March 31, 2010, and of its
      performance under the Agreement has been made under my
      supervision.




(ii)
            To the best of my knowledge and
      information, based upon such review, the Servicer has fulfilled all its
      obligations under the Agreement throughout such period in all material
      respects.





IN WITNESS WHEREOF, I have hereunto set
my hand this 28thday of June, 2010.








/s/
      Paul C. HondaPaul
      C. HondaAssistant
      Vice President, Assistant Secretary, and Compliance
  Officer(senior
      officer in charge of the servicing
function)
Exhibit 13.1

CERTIFICATION PURSUANT TO

SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of
VimpelCom Ltd. (the Company), does hereby certify to such officers knowledge that:

The Annual Report on
Form 20-F for the year ended December 31, 2012 (the Form 20-F) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly
presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2014



|       |  |                        
|------ |  | -----------------------
|By:    |  | /s/ Jo Lunder          
|Name:  |  | Jo Lunder              
|Title: |  | Chief Executive Officer
|      
|Date: 
|       | 
|By:    |  | /s/ Andrew Davies      
|Name:  |  | Andrew Davies          
|Title: |  | Chief Financial Officer
Central States, Southeast and Southwest Areas Pension Plan 

Item #10

10.0 

Demonstration that the proposed suspension is reasonably estimated to achieve the level necessary to 

avoid insolvency for the extended period, including illustrations regarding the plan’s solvency ratio and 

available resources. See section 4.02(1). 

The information is provided in document number 7.1 (Actuarial Certification of Plan Solvency under 

ERISA Section 305(e)(9)(C)(i) and IRC Section 432(e)(9)(C)(i) of Proposed Benefit Suspensions as of 

July 1, 2016).
EXHIBIT 31.1






CERTIFICATION PURSUANT TO RULE 13a-14(d)/15d-14(d)




I, Alyson M. Mount, certify that:




1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Entergy Texas Restoration Funding, LLC (the “Exchange Act periodic reports”);




2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;




3.  Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;




4.  I am responsible for reviewing the activities performed by the servicer, and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and




5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.






Date:  March 28, 2014




By:/s/ Alyson M. Mount




Name:  Alyson M. Mount


Title:  Senior Vice President and Chief Accounting Officer
#### In re ESTATE of Isidor William WASSNER, a/k/a William Wassner, Deceased. Benjamin WASSNER and Mary Scott, individually and as Administrators, C.T.A., etc., Appellants, v. Sol KELZ and Diana Kelz, Appellees.

No. 69-11.

District Court of Appeal of Florida. Third District.

July 8, 1969.

Paul B. Steinberg and Judith A. Brech-ner, Miami Beach, for appellant.

Kommel, Rogers, Lorber & Shenkman, Miami Beach, for appellees.

Before PEARSON, C. J., and CHARLES CARROLL and HENDRY, JJ.

PER CURIAM.

The appellants individually, and in their capacities as administrators C.T.A. of the estate of the above-named decedent, have appealed from an order of the probate court, which was entered in a proceeding construing the will of the decedent. The appellants contend that the probate court erred, first, in its decision requiring construction of will. The basis for this contention is that certain provisions of decedent’s will were not so inconsistent as to create an ambiguity. We have carefully scrutinized the will in question, and, although we deem it unnecessary to set forth the specific provisions containing the language at issue, we nevertheless hold that the probate court was eminently correct in determining that an ambiguity did exist *757which justified the construction of will proceedings.

At the conclusion of the construction proceedings the probate court construed the language of the will so as to bequeath $5,-000.00 each to Sol Kelz and Diana Kelz, for a total bequest of $10,000.00 to the two of them. As their second point on appeal, the appellants contend that the pertinent language directing these bequests was incorrectly interpreted by the probate court. We cannot agree with this argument. The probate court’s construction of the will appears to have been logical, not only as to the specific language contained in the bequest provision itself, but also as to a construction of the particular language as expressing the general intent of the testator as well.

Therefore, the order being appealed is hereby affirmed.

Affirmed.
Exhibit 21.1

THE MADISON SQUARE GARDEN COMPANY SUBSIDIARIES



|                                     |  |                 |  |        
|------------------------------------ |  | --------------- |  | -------
|                                     |  | JURISDICTION OF |  |        
|                                     |  | ORGANIZATION    |  | PERCENT
|SUBSIDIARY                           |  | OR REGISTRATION |  | OWNED  
|                                     |  |                 |  |        
|Aviator
Sports and Recreation LLC    |  | New York        |  | 4.82%  
|Continental Road LLC                 |  | Delaware        |  | 100%   
|Eden
Insurance Company, Inc.         |  | New York        |  | 100%   
|FUSE
Holdings LLC                    |  | Delaware        |  | 100%   
|FUSE
Networks LLC                    |  | New York        |  | 100%   
|FUSE
Programming Inc.                |  | Delaware        |  | 100%   
|Garden
Programming, L.L.C.           |  | Delaware        |  | 100%   
|LNE
Holdings, LLC                    |  | Delaware        |  | 100%   
|MSG
Action, LLC                      |  | Delaware        |  | 100%   
|MSG
Aircraft Leasing, LLC            |  | Delaware        |  | 100%   
|MSG
Aviator, LLC                     |  | Delaware        |  | 100%   
|MSG
Boston Theatrical, L.L.C.        |  | Delaware        |  | 100%   
|MSG
Chicago, LLC                     |  | Delaware        |  | 100%   
|MSG Eden
Corporation                 |  | Delaware        |  | 100%   
|MSG
Flight Operations, LLC           |  | Delaware        |  | 100%   
|MSG
Forum, LLC                       |  | Delaware        |  | 100%   
|MSG
Holdings, L.P.                   |  | Delaware        |  | 100%   
|MSG
National Properties LLC          |  | Delaware        |  | 100%   
|MSG
Training Center, LLC             |  | Delaware        |  | 100%   
|MSG
Vaudeville, LLC                  |  | Delaware        |  | 100%   
|MSG
Winter Productions, LLC          |  | Delaware        |  | 100%   
|Madison
Square Garden CT, LLC        |  | Delaware        |  | 100%   
|New York
Rangers Enterprises Company |  | Nova Scotia     |  | 100%   
|Radio
City Productions LLC           |  | Delaware        |  | 100%   
|Radio
City Trademarks, LLC           |  | Delaware        |  | 100%   
|Rainbow
Garden Corp.                 |  | Delaware        |  | 100%   
|Regional
MSG Holdings LLC            |  | Delaware        |  | 100%   
|SportsChannel Associates             |  | New York        |  | 100%   
|The 31st
Street Company, L.L.C.      |  | Delaware        |  | 100%   
|The
Grand Tour, LLC                  |  | New York        |  | 100%
```

[Federal Register Volume 76, Number 71 (Wednesday, April 13, 2011)]
[Notices]
[Pages 20805-20806]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-8694]

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

DEPARTMENT OF TRANSPORTATION

Office of the Secretary

Aviation Proceedings, Agreements Filed the Week Ending March 26, 
2011

    The following Agreements were filed with the Department of 
Transportation under the Sections 412 and 414 of the Federal Aviation 
Act, as amended (49 U.S.C. 1382 and 1384) and procedures governing 
proceedings to enforce these provisions. Answers may be filed within 21 
days after the filing of the application.
    Docket Number: DOT-OST-2011-0063.
    Date Filed: March 23, 2011.
    Parties: Members of the International Air Transport Association.
    Subject: (a) TC3 (except within/to/from South West Pacific, between 
Korea (Rep. of). Malaysia and Guam, Northern Mariana Islands), Flex 
Fares Resolutions, Beijing, 11-12 May 2010, (Memo 1389).
    TC3 (except within/to/from South West Pacific, between Korea, (Rep. 
of). Malaysia and Guam, Northern, Mariana Islands), Flex Fares 
Resolutions, Minutes (Memo 1390).
    TC3 (except within/to/from South West Pacific, between Korea (Rep. 
of). Malaysia and Guam, Northern Mariana Islands), Flex Fares 
Resolutions, Beijing, 11-12 May 2010.

Technical Correction

(Memo 1391)
    TC3 (except within/to/from South West Pacific, between Korea (Rep. 
of). Malaysia and Guam, Northern Mariana Islands), Flex Fares Tables, 
Beijing, 11-12 May 2010.
(Memo 1412)
    (b) TC3 Flex Fares between Japan, Korea and South West Pacific 
within South West Pacific, between South Asian Subcontinent, South East 
Asia and South West Pacific.
    TC3 (except within/to/from South West Pacific, between Korea (Rep. 
of). Malaysia and Guam, Northern Mariana Islands), Mail Vote 671.

[[Page 20806]]

(Memo 1422)
    Intended effective date: 1 April 2011 and 1 June 2011.
    Docket Number: DOT-OST-2011-0064.
    Date Filed: March 23, 2011.
    Parties: Members of the International Air Transport Association.
    Subject: (a) TC3 between Korea (Rep. of). Malaysia and Guam, 
Northern Mariana Islands, Flex Fares Resolutions, MV639.
(Memo 1393)
    (b) TC3 Flex Fares between Korea (Rep. of). Malaysia and Guam, 
Northern Mariana Islands, Mail Vote 672.
(Memo 1423)
    Intended effective date: 1 April 2011.

Renee V. Wright,
Program Manager, Docket Operations, Federal Register Liaison.
[FR Doc. 2011-8694 Filed 4-12-11; 8:45 am]
BILLING CODE 4910-9X-P
```
Exhibit
31.1




CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT TO


SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002




I,
David Koos, Chief Executive Officer of Bio-Matrix Scientific Group, Inc.
(“Registrant”) certify that:




1. I
have reviewed this Quarterly Report on
Form 10-QSB of Registrant;




2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;




3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and
for, the periods presented in this report;




4. 
The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and
have:


(a) designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;




(b) evaluated
the effectiveness of the Registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and




(c) disclosed
in this report any change in the Registrant’s internal control over financial
reporting that occurred during the Registrant’s most recent fiscal quarter (the
Registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting; and




5.  I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant’s auditors and the audit committee of
Registrant’s board of directors (or persons performing the equivalent
function):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the Registrant’s ability to record, process, summarize and
report financial information; and




(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Registrant’s internal control over financial
reporting.






Date:  May
      5, 2008
            By:
            /s/ David
      R. KoosDavid
      R. Koos
              President
      and Chief Executive Officer
#### In re CONFERENCE OF COUNTY COURT JUDGES.

No. 43664.

Supreme Court of Florida.

April 18, 1973.

PER CURIAM.

The County Court Judges have established an organization and seek to have it recognized by this Court.

Appended to this order is Rule 1.025, of the Rules of Civil Procedure, authorizing the Conference of County Court Judges. This rule shall take effect immediately.

It is so ordered.

CARLTON, C. J., and ROBERTS, ERVIN, ADKINS, BOYD, McCAIN and DEKLE, JJ., concur.

APPENDIX

RULE 1.025. CONFERENCE OF COUNTY COURT JUDGES.

(1) There shall be a “Conference of County Court Judges of Florida,” which shall consist of the duly commissioned County Court Judges of the State of Florida.

(2) The purposes of the Conference shall be:

> (a) The betterment of the Judicial System of the State and its parts;

> (b) The improvement of rules and methods of procedure and practice in the several Courts; and

> (c) To conduct conferences and institutes to provide continuing judicial education, and to conduct forums in which the County Court Judges of Florida may meet and discuss mutual problems and solutions.

(3) Management of the Conference shall be vested in the officers of the Conference, an Executive Committee, and a Board of Directors.

> (a) The officers of the Conference shall be:

> (i) President, President-Elect, Immediate Past President, Secretary, and Treasurer, who shall be elected at large, and

> (ii) One Vice-President elected from each Appellate Court District.

> (b) The Executive Committee shall consist of the officers of the Conference and an Executive Secretary.

> *53(c) The Board of Directors shall consist of the Executive Committee and a member elected from each Judicial Circuit.

> (d) There shall be an annual meeting of the Conference.

> (e) Between annual meetings of the Conference, the affairs of the Conference shall be managed by the Executive Committee.

(4) The Conference may adopt a constitution and by-laws, the provisions of which shall not be inconsistent with this rule.
Exhibit
32.1





CERTIFICATION
PURSUANT TO


18
U.S.C. SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of
WRASP 32, Inc. (the "Company") on Form 10-K for the fiscal year ended December
31, 2010 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Richard A. Rappaport, certify, pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to
my knowledge:





(1) The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and





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





/s/
      Richard A. RappaportRichard
      A. RappaportPrincipal
      Executive OfficerFebruary
      22, 2011