alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Exhibit 10.10


 


DEED OF WAIVER TO FORWARD PURCHASE AGREEMENT


 


Effective as of June
22, 2018


 


Reference is hereby
made to those certain Forward Purchase Agreements (the “Agreements”), effective as of June 4, 2018, by and among
New Frontier Corporation, a Cayman Islands exempted company (the “Company”), New Frontier Public Holding Ltd.,
a Cayman Islands exempted company (the “Sponsor”), and the purchasers identified therein (the “Purchasers”).
Capitalized terms used but not otherwise defined in this waiver shall have the meanings ascribed to such terms in the Agreements.


 


WHEREAS, pursuant
to Section 6(g) of the Agreements, each Purchaser agreed that if the Company seeks shareholder approval of a proposed Business
Combination, then in connection with such proposed Business Combination, the Purchaser shall vote any Class B Shares and Class
A Shares owned by it in favor of any proposed Business Combination;


 


WHEREAS, pursuant
to Section 6(g) of the Agreements, each Purchaser agreed that if the Purchaser fails to vote any Class B Shares or Class A Shares
it is required to vote under the Agreements in favor of a Proposed Business Combination, the Purchaser granted to the Company and
any representative designated by the Company without further action by the Purchaser a limited irrevocable power of attorney to
effect such vote on behalf of the Purchaser, which power of attorney shall be deemed to be coupled with an interest; and


 


WHEREAS, the
Company desires to irrevocably waive the application of Section 6(g) of the Agreements solely with respect to any Class A Shares
owned by the Purchasers.


 


Accordingly, the Company
hereby irrevocably waives, solely with respect to any Class A Shares owned by the Purchasers, the application of Section 6(g) of
the Agreements, and the Purchasers shall not be obligated to vote any Class A Shares owned by them in favor of any proposed Business
Combination. As a result of such waiver, the Company hereby acknowledges and agrees that it shall not, nor shall any representative
of the Company, have any power of attorney to effect any such vote solely with respect to any Class A Shares owned by the Purchasers,
and hereby revokes any such power of attorney solely with respect to any Class A Shares owned by the Purchasers.


 


This deed, the entire
relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity)
shall be governed by, construed in accordance with, and interpreted pursuant to the laws of Hong Kong.


 


Except as expressly
provided herein, the Agreements shall remain in full force and effect in accordance with their terms.


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this waiver as deed, effective as of the date first above written.


 


	 	NEW FRONTIER CORPORATION	 
	 	 	 	 
	 	By:   	/s/ Carl Wu	 
	 	Name: Carl Wu	 
	 	Title: Director	 
	 	 	 	 
	 	NEW FRONTIER PUBLIC HOLDING LTD.	 
	 	 	 	 
	 	By:  	/s/ Carl Wu	 
	 	Name: Carl Wu	 
	 	Title: Director	 


 





[Signature Page to Waiver to Forward
Purchase Agreements]
EXHIBIT 32.2

QUEPASA CORPORATION AND SUBSIDIARIES

Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted

Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

I, Charles B. Mathews, the Chief Financial Officer of Quepasa Corporation (the Company), certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



|(1) | This Annual Report on Form 10-KSB of the Company for the fiscal period ended December 31, 2006 (the Report) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|                      |  |  |  |  |  |                        |  |                        
|--------------------- |  |  |  |  |  | ---------------------- |  | -----------------------
|Dated: April 17, 2007 |  |  |  |  |  | /s/ Charles B. Mathews
|                      |  |  |  |  |  | Name:                  |  | Charles B. Mathews     
|                      |  |  |  |  |  | Title:                 |  | Chief Financial Officer
# L_2009130EN.01001101.xml

| 28.5.2009 | EN | Official Journal of the European Union | L 130/11 |
| --- | --- | --- | --- |

28.5.2009

EN

Official Journal of the European Union

L 130/11

---

DECISION OF THE EEA JOINT COMMITTEE

No 23/2009

of 17 March 2009

amending Annex I (Veterinary and phytosanitary matters) to the EEA Agreement

THE EEA JOINT COMMITTEE,

Having regard to the Agreement on the European Economic Area, as amended by the Protocol adjusting the Agreement on the European Economic Area, hereinafter referred to as ‘the Agreement’, and in particular Article 98 thereof,

Whereas:

| (1) | Annex I to the Agreement was amended by Decision of the EEA Joint Committee No 2/2009 of 5 February 2009 (1). |
| --- | --- |

(1)

Annex I to the Agreement was amended by Decision of the EEA Joint Committee No 2/2009 of 5 February 2009 (1).

| (2) | Commission Regulation (EC) No 393/2008 of 30 April 2008 concerning the authorisation of astaxanthin dimethyldisuccinate as a feed additive (2) is to be incorporated into the Agreement. |
| --- | --- |

(2)

Commission Regulation (EC) No 393/2008 of 30 April 2008 concerning the authorisation of astaxanthin dimethyldisuccinate as a feed additive (2) is to be incorporated into the Agreement.

| (3) | This Decision shall not apply to Liechtenstein, |
| --- | --- |

(3)

This Decision shall not apply to Liechtenstein,

HAS DECIDED AS FOLLOWS:

Article 1

The following point shall be added after point 1zzzzn (Commission Regulation (EC) No 209/2008) in Chapter II of Annex I to the Agreement:

| ‘1zzzzo. | 32008 R 0393: Commission Regulation (EC) No 393/2008 of 30 April 2008 concerning the authorisation of astaxanthin dimethyldisuccinate as a feed additive (OJ L 117, 1.5.2008, p. 20).’ |
| --- | --- |

‘1zzzzo.

32008 R 0393: Commission Regulation (EC) No 393/2008 of 30 April 2008 concerning the authorisation of astaxanthin dimethyldisuccinate as a feed additive (OJ L 117, 1.5.2008, p. 20).’

Article 2

The text of Regulation (EC) No 393/2008 in the Icelandic and Norwegian languages, to be published in the EEA Supplement to the Official Journal of the European Union, shall be authentic.

Article 3

This Decision shall enter into force on 18 March 2009, provided that all the notifications under Article 103(1) of the Agreement have been made to the EEA Joint Committee (*1).

Article 4

This Decision shall be published in the EEA Section of, and in the EEA Supplement to, the Official Journal of the European Union.

Done at Brussels, 17 March 2009.

For the EEA Joint Committee

The President

Alan SEATTER

---

(1)  
  OJ L 73, 19.3.2009, p. 32.

1

(2)  
  OJ L 117, 1.5.2008, p. 20.

2

(*1)  No constitutional requirements indicated.

*1

---
## State of N ew York Su p reme C ou rt, A p p ellate Division Third J u dicial Dep artment Decided and Entered: October 30, 2014 5 18080

________________________________ In the Matter of the Claim of YVONNE A. FELDSTEIN, Appellant. MEMORANDUM AND ORDER COMMISSIONER OF LABOR, Respondent.

________________________________ Calendar Date: September 16, 2014 Before: Peters, P.J., Stein, Garry, Egan Jr. and Devine, JJ.

__________ Yvonne A. Feldstein, New York City, appellant pro se. Eric T. Schneiderman, Attorney General, New York City (Dawn A. Foshee of counsel), for respondent.

__________ Appeal from a decision of the Unemployment Insurance Appeal Board, filed October 4, 2013, which ruled that claimant was disqualified from receiving unemployment insurance benefits because she voluntarily left her employment without good cause. Substantial evidence supports the decision of the Unemployment Insurance Appeal Board that claimant voluntarily left her employment as a medical secretary at a physician's office without good cause. Claimant quit the job after five days, complaining to the physician that the office manager was "very bossy, loud [and] intimidating." It is well settled, however, that an employee's inability to get along with a supervisor does not constitute good cause for leaving his or her employment (see Matter of Markaj [Commissioner of Labor], 119 AD3d 1267, 1267 [2014]; Matter of Bielak [Commissioner of Labor], 105 AD3d 1226, 1226 [2013]). Moreover, the physician stated that the office manager was "firm" but had never behaved in a rude or-2- 518080

demeaning way, and claimant's vague testimony to the contrary created a credibility issue for the Board to resolve (see Matter of Crandall-Mars [Commissioner of Labor], 47 AD3d 1179, 1180 [2008]; Matter of Micara [Commissioner of Labor], 307 AD2d 568, 569 [2003]). Peters, P.J., Stein, Garry, Egan Jr. and Devine, JJ., concur.

ORDERED that the decision is affirmed, without costs.

ENTER:

Robert D. Mayberger Clerk of the Court
Exhibit 31.1
                                  CERTIFICATION

I, IAN HERMAN, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Global Aircraft
Solutions, Inc.

2. Based on my knowledge, this quarterly 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 quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: September 1, 2005



                                            /s/  Ian Herman
                                            ------------------------------------
                                            Ian Herman,
                                            Principal Executive Officer
## 2006 D e c i sion s O p inion s of the U nit e d S t at e s C our t of Appe al s for the Thir d C ir c uit
2-7-2006 

# I n Re: Alm ahdi
P r e c e de n t i al or N on-P r e c e de n t i al : N on-P r e c e de n t i al D ocke t N o . 06-1121

F o l lo w thi s a nd a dd it ion al work s at : h tt p://d i g it alc ommon s .l a w . v i l l a no va . e du/thir dc ir c uit_2006

Thi s de c i sion i s br ou gh t t o you for f r e e a nd ope n a c c e s s b y the O p inion s of the U nit e d S t at e s C our t of Appe al s for the Thir d C ir c uit at V i l l a no va U nive r sit y S choo l of L a

w Di g it al Re posit or y

. It h as be e n a c c e pt e d for inclusion in 2006 D e c i sion s b y a n author i z e d a dmini s tr at or of V i l l a no va U nive r sit y S choo l of L a

w Di g it al Re posit or y

. F or mor e infor m at ion, p le as e c on t a ct Be n j a min . C a rl s on@l a

w . v i l l a no va . e du
. 

## Re c omme nde d C it at ion

" I n Re: Alm ahd i " (2006). 2006 D e cisio n s . P ape r 1624. h tt p://d i g it alc ommon s .l a

w . v i l l a no va . e du/thir dc ir c uit_2006/1624

## 1 

## HPS-31 (January 2006) NOT PRECEDENTIAL UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT
No. 06-1121

________________ IN RE: JAMALUD-DIN ALMAHDI, 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. No. 05-cv-01067)

_______________ Submitted Under Rule 21, Fed. R. App. P. January 27, 2006 Before: CHIEF JUDGESCIRICA, WEIS and GARTH, CIRCUIT JUDGES (Filed: February 7, 2006)

OPINION
PER CURIAM. Pro se Petitioner Jamalud-din Almadhi, a federal prisoner, seeks a writ of mandamus to compel the United States District Court for the Middle District of Pennsylvania to reach a decision on his motion to alter or amend judgment filed on August 5, 2005. We will deny the petition for writ of mandamus as moot. At the time of the filing of the petition for writ of mandamus in this Court,

## 2 

## the District Court had not ruled on Almahdi’s motion to alter or amend. However, on January 17, 2006, the District Court denied this motion. Therefore, this petition for writ of mandamus will be denied as moot.
# L_2014058EN.01002601.xml

| 27.2.2014 | EN | Official Journal of the European Union | L 58/26 |
| --- | --- | --- | --- |

27.2.2014

EN

Official Journal of the European Union

L 58/26

---

DECISION OF THE EEA JOINT COMMITTEE

No 172/2013

of 8 October 2013

amending Annex XX (Environment) to the EEA Agreement

THE EEA JOINT COMMITTEE,

Having regard to the Agreement on the European Economic Area (‘the EEA Agreement’), and in particular Article 98 thereof,

Whereas:

| (1) | Commission Decision 2011/832/EU of 7 December 2011 concerning a guide on EU corporate registration, third country and global registration under Regulation (EC) No 1221/2009 of the European Parliament and of the Council on the voluntary participation by organisations in a Community eco-management and audit scheme (EMAS) (1) is to be incorporated into the EEA Agreement. |
| --- | --- |

(1)

Commission Decision 2011/832/EU of 7 December 2011 concerning a guide on EU corporate registration, third country and global registration under Regulation (EC) No 1221/2009 of the European Parliament and of the Council on the voluntary participation by organisations in a Community eco-management and audit scheme (EMAS) (1) is to be incorporated into the EEA Agreement.

| (2) | Annex XX to the EEA Agreement should therefore be amended accordingly, |
| --- | --- |

(2)

Annex XX to the EEA Agreement should therefore be amended accordingly,

HAS ADOPTED THIS DECISION:

Article 1

The following point is inserted after point 1eac (deleted) of Annex XX to the EEA Agreement:

| ‘1ead. | 32011 D 0832: Commission Decision 2011/832/EU of 7 December 2011 concerning a guide on EU corporate registration, third country and global registration under Regulation (EC) No 1221/2009 of the European Parliament and of the Council on the voluntary participation by organisations in a Community eco-management and audit scheme (EMAS) (OJ L 330, 14.12.2011, p. 25).’ |
| --- | --- |

‘1ead.

32011 D 0832: Commission Decision 2011/832/EU of 7 December 2011 concerning a guide on EU corporate registration, third country and global registration under Regulation (EC) No 1221/2009 of the European Parliament and of the Council on the voluntary participation by organisations in a Community eco-management and audit scheme (EMAS) (OJ L 330, 14.12.2011, p. 25).’

Article 2

The text of Decision 2011/832/EU in the Icelandic and Norwegian languages, to be published in the EEA Supplement to the Official Journal of the European Union, shall be authentic.

Article 3

This Decision shall enter into force on 9 October 2013, provided that all the notifications under Article 103(1) of the EEA Agreement have been made (*1).

Article 4

This Decision shall be published in the EEA Section of, and in the EEA Supplement to, the Official Journal of the European Union.

Done at Brussels, 8 October 2013.

For the EEA Joint Committee

The President

Thórir IBSEN

---

(1)  
  OJ L 330, 14.12.2011, p. 25.

1

(*1)  No constitutional requirements indicated.

*1

---
EXHIBIT 11

                           ACTV, INC. AND SUBSIDIARIES
                          COMPUTATION OF LOSS PER SHARE

<TABLE>
<CAPTION>
                                                             Six Month Period                 Three Month Period
                                                               Ended June 30,                    Ended June 30,
                                                            1997             1998            1997               1998
                                                            ----             ----            ----               ----
<S>                                                  <C>             <C>              <C>                <C>


Weighted average shares outstanding..........         11,916,823      17,219,660       12,003,573         18,371,395

Common stock equivalents.....................                 --              --               --                 --
                                                     ------------    -------------    ------------       ------------
         Total...............................         11,916,823      17,219,660       12,003,573         18,371,395
                                                     ============    ============     ============       ============

Net loss.....................................         $4,739,025      $6,035,538       $2,467,723         $3,263,401
                                                     ============    ============     ============       ============
Basic and diluted loss per share.............             $.40            $.35             $.21               $.18
                                                     ============    ============     ============       ============
</TABLE>

                                       21
NOT FOR FULL-TEXT PUBLICATION

File Name: 13a0358n.06

No. 13-5318

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

MICHAEL TIMMONS,

Plaintiff-Appellant,

v.

BILL OLDHAM; SHELBY COUNTY;

SERGEANT C. ALLEN, Officer; OFFICER J.

PORTER; OFFICER D. MAY; CCS

SERVICES; JOHN AND JANE DOES,

Defendants-Appellees.

)

)

)

)

)

)

)

)

)

)

)

)

)

ON APPEAL FROM THE

UNITED STATES DISTRICT

COURT FOR THE WESTERN

DISTRICT OF TENNESSEE

Before: MARTIN and SUTTON, Circuit Judges; HOOD, District Judge.*

PER CURIAM. This matter is before the court upon initial consideration to determine

whether this appeal was taken from an appealable order.

The documents before the court indicate that Michael Timmons filed a civil rights complaint 

against Shelby County, Tennessee, and several of its police officers. During the course of the

litigation, Timmons filed a motion to request the issuance of a subpoena. On January 17, 2013, the

magistrate judge denied the motion without prejudice for Timmons’s failure to consult with

opposing counsel before filing the motion, pursuant to Local Rule 7.2(a). Thereafter, Timmons filed

another motion to request the issuance of a subpoena, which the magistrate judge construed as a

renewal of his previous motion, and a motion to alter or amend the January 17, 2013, order. On

The Honorable Joseph M. Hood, United States District Judge for the Eastern District of *

Kentucky, sitting by designation.
No. 13-5318

- 2 -

February 21, 2013, the magistrate judge denied Timmons’s renewed motion for the issuance of a

subpoena without prejudice because he still failed to adhere to the local rules before filing the

motion. The magistrate judge determined that the motion to alter or amend was premature because

Timmons’s subpoena motion had been denied without prejudice. On March 5, 2013, Timmons filed

a notice of appeal from the February 21, 2013, order.

The February 21, 2013, order did not dispose of all of the claims or parties involved in this

action and did not direct entry of a final appealable judgment under Federal Rule of Civil Procedure

54(b). See Liberty Mut. Ins. Co. v. Wetzel, 424 U.S. 737, 742–45 (1976); Solomon v. Aetna Life Ins.

Co., 782 F.2d 58, 59–60 (6th Cir. 1986). Nor was the February 21, 2013, order an immediately

appealable “collateral order” underthe doctrine announced in Cohen v. Beneficial Indus. Loan Corp.,

337 U.S. 541 (1949). Finally, the district court has not entered its final decision during the pendency

of this appeal. Therefore, appellate jurisdiction cannot be invoked over this interlocutory appeal

from the district court’s partial decision. See Gillis v. U.S. Dep’t of Health & Human Servs., 759

F.2d 565, 569 (6th Cir. 1985).

It is ordered that the appeal is dismissed.