alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
EX-10.9



 Exhibit 10.9 
 EXECUTION VERSION 
 Monomoy Capital Partners, L.P. 

MCP Supplemental Fund, L.P. 
 Monomoy Executive Co-Investment Fund, L.P. 
 Monomoy Capital Partners II, L.P.

 MCP Supplemental Fund II, L.P. 
 142 West 57th Street, 17th Floor 
 New York, NY 10019 

May 21, 2013 
 EveryWare
Global, Inc. (f/k/a ROI Acquisition Corp.) 
 519 N. Pierce Avenue 
 Lancaster, OH 43130 
 Attention: Kerri Love 

Reference: Business Combination Agreement and Plan of Merger, dated as of January 31, 2013, by and among EveryWare Global, Inc. f/k/a ROI
Acquisition Corp. (the “Company”) and the other parties thereto (the “Merger Agreement”). Each capitalized term used but not defined herein has the meaning ascribed to such term in the Merger Agreement. 

Ladies and Gentlemen: 
 Each of
the MCP Funds hereby agrees with the Company that it will not vote any shares of Parent Common Stock which it Beneficially Owns in favor of any proposal to destagger or declassify the Parent Board which would take effect prior to the third
(3rd) anniversary of the Closing Date. As used herein, “Beneficially Own” means that any of the foregoing MCP Funds has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, to vote shares of Parent Common Stock. 
 [Signature Page Follows] 







 
			
	Very truly yours,
	
	MONOMOY CAPITAL PARTNERS, L.P.
	
	By: Monomoy General Partner, L.P.
Its: General Partner
	
	 By: Monomoy Ultimate GP, LLC
 Its: General Partner

		
	By:	 	 /s/ Daniel Collin

	 Name: Daniel Collin
Its: Partner
  

as a tenant in common with:

	
	MCP SUPPLEMENTAL FUND, L.P.
	
	 By: Monomoy General Partner, L.P.
 Its: General Partner

	
	 By: Monomoy Ultimate GP, LLC
 Its: General Partner

		
	By:	 	 /s/ Daniel Collin

	 Name: Daniel Collin

Its: Partner
  
 and as a tenant in common with:

	
	MONOMOY EXECUTIVE CO-INVESTMENT FUND, L.P.
	
	 By: Monomoy General Partner, L.P.
 Its: General Partner

	
	 By: Monomoy Ultimate GP, LLC
 Its: General Partner

		
	By:	 	 /s/ Daniel Collin

	Name: Daniel Collin
Its: Partner


 [Signature Page to Letter Agreement] 







 
			
	MONOMOY CAPITAL PARTNERS II, L.P.
	
	 By: Monomoy General Partner II, L.P.
 Its: General Partner

	
	 By: Monomoy Ultimate GP, LLC
 Its: General Partner

		
	By:	 	 /s/ Daniel Collin

	 Name: Daniel Collin

Its: Partner

	
	MCP SUPPLEMENTAL FUND II, L.P.
	
	 By: Monomoy General Partner II, L.P.
 Its: General Partner

	
	 By: Monomoy Ultimate GP, LLC
 Its: General Partner

		
	By:	 	 /s/ Daniel Collin

	 Name: Daniel Collin

Its: Partner



 Accepted, acknowledged and agreed: 
 EVERYWARE GLOBAL, INC. 
 (F/K/A ROI ACQUISITION CORP.) 

 

			
	By:	 	 /s/ Kerri Love

	Name: Kerri Love
	Title: Senior Vice President, General Counsel and Secretary

 [Signature Page to Letter Agreement]
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 Now Auto Group, Inc. (the "Company") on
Form 10-Q/A for the three months ended December 31, 2008, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
the undersigned, Scott Miller, Chief Executive Officer/ Financial Officer and
Chief Operating Officer of the Company, certify in my capacities as officer of
the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that to the best of our
knowledge:





(1)
The Report fully complies with the requirements of Section 13(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 of the Company as of the dates
and for the periods expressed in the Report.





/s/ Scott MillerScott
      MillerChief
      Executive OfficerMarch
      9, 2010/s/
      Faith ForbisFaith
      ForbisChief
      Financial Officer





March 9,
2010
# Transfers of Defense Articles or Services and Brokering

# Memorandum for the Secretary of State

Pursuant to the authority vested in me by the Constitution and laws of the United States, including sections 40(g) and 40A of the Arms Export Control Act (AECA), I hereby:

                    You are authorized and directed to report this certification to the Congress and to arrange for its publication in the                     **Federal Register**                    .                

[FR Doc. 05-20855

Billing code 4710-10-P
<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>        1,000,000

<S>                             <C>                     <C>
<PERIOD-TYPE>                      YEAR                    YEAR
<FISCAL-YEAR-END>                  JUN-30-1999             JUN-30-1998
<PERIOD-START>                     JUL-01-1998             JUL-01-1997
<PERIOD-END>                       JUN-30-1999             JUN-30-1998
<CASH>                                     121                     101
<SECURITIES>                                 0                       0
<RECEIVABLES>                            1,756                   1,949
<ALLOWANCES>                                 0                       0
<INVENTORY>                              2,621                   2,071
<CURRENT-ASSETS>                             0                       0
<PP&E>                                   1,321                   1,111
<DEPRECIATION>                               0                       0
<TOTAL-ASSETS>                          13,163                  12,630
<CURRENT-LIABILITIES>                    6,495                   8,689
<BONDS>                                      0                       0
<PREFERRED-MANDATORY>                        0                       0
<PREFERRED>                                  0                       1
<COMMON>                                     7                       0
<OTHER-SE>                               6,661                   3,940
<TOTAL-LIABILITY-AND-EQUITY>            13,163                  12,630
<SALES>                                      0                       0
<TOTAL-REVENUES>                         8,057                   7,023
<CGS>                                        0                       0
<TOTAL-COSTS>                            7,341                   6,360
<OTHER-EXPENSES>                           146                      81
<LOSS-PROVISION>                             0                       0
<INTEREST-EXPENSE>                         223                     271
<INCOME-PRETAX>                            347                     311
<INCOME-TAX>                               142                     135
<INCOME-CONTINUING>                        205                     176
<DISCONTINUED>                               0                       0
<EXTRAORDINARY>                              0                       0
<CHANGES>                                    0                       0
<NET-INCOME>                               205                     176
<EPS-BASIC>                                .33                     .32
<EPS-DILUTED>                              .33                     .32


</TABLE>
Exhibit 31.2 

 

**CERTIFICATION PURSUANT TO**

**SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Travis T. Jenson, Secretary, Treasurer and CFO of Autostrada Motors, Inc. (the "Registrant"), certify that: 

 

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

 

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 officer 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 we 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 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 presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures; and 

 

c) disclosed in this Quarterly Report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; 

 

5. The Registrant's other certifying officer 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 function); 

 

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 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 over financial reporting. 

 

| *Date:*** | *10/17/06*** | * * | *By:***  | */s/Travis T. Jenson***                            |
|-----------|--------------|----------|----------|----------------------------------------------------|
| * *  | * *     | * * | * * | *Travis T. Jenson, Secretary, Treasurer and CFO*** |
NO. 07-09-0121-CR

	NO. 07-09-0122-CR

	IN THE COURT OF APPEALS

	FOR THE SEVENTH DISTRICT OF TEXAS

	AT AMARILLO

	PANEL B

	MAY 21, 2009

	______________________________

	SHANNON LEE ABEYTA,

									Appellant

	v.

	THE STATE OF TEXAS,

									Appellee

	_________________________________

	FROM THE 251st DISTRICT COURT OF POTTER COUNTY;

	NOS. 41,915-C and 43,143-C; HON. PATRICK A. PIRTLE, PRESIDING

	_______________________________

	Abatement and Remand

	_______________________________

Before QUINN, C.J., and CAMPBELL and HANCOCK, JJ.

	 Shannon Lee Abeyta (appellant), acting pro se, perfected an appeal from the trial court’s denial of her motion for DNA testing.  In perfecting the appeal, she also requested that counsel be appointed to represent her.  None was appointed.  Yet, at the time appellant moved for testing, she was entitled to appointed counsel upon proof of indigency.  See Spruce v. State, 06-05-00077-CR, 2005 Tex. App. Lexis 6548 (Tex. App.–Texarkana August 17, 2005) (explaining the status of the law); Gray v. State, 69 S.W.3d 835, 837 (Tex. App.–Waco 2002, no pet.) (requiring appointment).1  Consequently, we abate the appeals and remand the causes to the 251st District Court of Potter County (trial court) for further proceedings.  Upon remand, the trial court shall immediately cause notice of a hearing to be given and, thereafter, conduct a hearing to determine the following:

	1.	whether appellant desires to prosecute the appeals; and

	2.  	whether appellant is indigent.

	We further direct the trial court to issue findings of fact and conclusions of law addressing the foregoing subjects.  Should the trial court find that appellant desires to pursue her appeals, is indigent, and has no counsel, then we further direct it to appoint counsel to assist in the prosecution of the appeals.  The name, address, phone number, telefax number, and state bar number of the new counsel, if any, who will represent appellant on appeal must also be included in the court’s findings of fact and conclusions of law.  Furthermore, the trial court shall also cause to be developed 1) a supplemental clerk’s record containing the findings of fact and conclusions of law and 2) a reporter’s record transcribing the evidence and argument presented at the aforementioned hearing.  Additionally, the trial court shall cause the supplemental clerk’s records to be filed with the clerk of this court on or before June 22, 2009.   Should additional time be needed to perform these tasks, the trial court may request same on or before June 22, 2009.

	It is so ordered.

							Per Curiam

Do not publish.
##### 



Exhibit 32.2

CERTIFICATE OF

CHIEF FINANCIAL OFFICER


OF


AMERICAN CELLULAR CORPORATION


I, Bruce R. Knooihuizen, Chief Financial Officer
of American Cellular Corporation (the Company),
hereby certify that to the best of my knowledge, the annual
report of the Company on Form 10-K for the year ended
December 31, 2003, (the Report):



| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. complies with the requirements of
    Section 13(a) or 15(d) of the Securities Exchange Act of
    1934, and that                                                                                                                                
|
| | b. the information contained in the Report
    fairly presents, in all material respects, the financial
    condition of the Company at December 31, 2003, and the results
    of the Companys operations for the year ended
    December 31, 2003.



| |                                                         
| | --------------------------------------------------------
| | /s/ BRUCE R. KNOOIHUIZEN                                
| |                                                         
| | Bruce R. Knooihuizen                                    
| | Executive Vice President and Chief Financial
    Officer

March 15, 2004
#### UNITED STATES of America, Appellee, v. Miguel Angel REYNA-SEGOVIA, Appellant.

No. 96-4086.

United States Court of Appeals, Eighth Circuit.

Submitted Sept. 12, 1997.

Decided Sept. 17, 1997.

Keith Uhl, Des Moines, IA, argued, for appellant.

Clifford Wendel, Des Moines, IA, argued, for appellee.

Before FAGG, WOLLMAN, and LOKEN, Circuit Judges.

PER CURIAM.

The Government charged Miguel Angel Reyna-Segovia with conspiracy to distribute methamphetamine in violation of 21 U.S.C. §§ 841(a)(1) and 846 (1994). Reyna-Segovia initially pleaded guilty to the charge, but then, against the repeated advice of counsel, moved to withdraw his plea. The district court found Reyna-Segovia met his burden on the factors warranting withdrawal, and granted the motion. *See United States v. Prior,*107 F.3d 654, 657 (8th Cir.1997), *petition for cert, filed,*No. 96-8478 (U.S. Apr.3, 1997). At trial, co-conspirators testified about their drug activity with Reyna-Segovia. Based on this testimony, the jury convicted Reyna-Segovia and at sentencing the district court attributed more methamphetamine to him than the plea agreement had. Having lost his gamble with the jury and having received a longer sentence, Reyna-Segovia contends on appeal the district court should have denied his motion to withdraw his plea. According to Reyna-Segovia, the district court should have disbelieved him at the withdrawal hearing and should have *646warned him a jury would likely convict him. We disagree. Reyna-Segovia received the withdrawal he sought, and now must accept the consequences of his request. *Cf. United States v. Owens,*902 F.2d 1154, 1157 (4th Cir.1990). More appropriately, Reyna-Segovia challenges his jury conviction on several grounds. We reject them all. Given the overwhelming evidence against Reyna-Segovia, a reasonable jury could easily find him guilty beyond a reasonable doubt. *See United States v. McMurray,*34 F.3d 1405, 1412 (8th Cir.1994). Because the Government’s use of a paid informant was permissible, *see United States v. King,*803 F.2d 387, 390-91 (8th Cir.1986) (per curiam), the prosecutor did not commit misconduct at Reyna-Segovia’s trial. *See United States v. Flores-Mireles,*112 F.3d 337, 341 (8th Cir.1997). Lastly, Reyna-Segovia should raise his claim of ineffective assistance of trial counsel collaterally rather than on direct appeal. *See United States v. Kenyon,*7 F.3d 783, 785 (8th Cir.1993). We thus affirm Reyna-Segovia’s conviction.
**Exhibit 31.1**CERTIFICATION     I, J. Barry Morrow, certify that:     1. I have reviewed this Quarterly Report on Form 10-Q of Collegiate Funding Services, Inc.;     2. Based on my knowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this report;     3. Based on my knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report;     4. The registrant’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:     (a) Designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is beingprepared;     (b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, 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 financialreporting that occurred during the registrant’s fiscal quarter ended September 30, 2005 that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and     5. The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors:     (a) All significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information; and     (b) Any fraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financial reporting.       Date: November 07, 2005         By: /s/ J. Barry Morrow    J. Barry Morrow    Chief Executive Officer and President
Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned, as principal executive officer of Xerium Technologies, Inc. (the Company), does hereby certify that, to his knowledge:

1) the Companys Form 10-Q for the period ended June 30, 2010, 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 Companys Form 10-Q for the period ended June 30, 2010,
fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Stephen R. LightStephen R. LightPresident, Chief Executive Officer and Chairman(Principal Executive Officer)


August 13, 2010
#### STATE OF NORTH CAROLINA v. JAMES E. SATTERFIELD

No. 7019SC331

(Filed 24 June 1970)

Criminal Law § 127; Bastards § 2; Indictment and Warrant § 10— arrest of judgment — failure of affidavit for warrant to name defendant

In tliis prosecution for nonsupport of an illegitimate child, judgment must be arrested for failure of the warrant on which defendant was tried to charge defendant with a crime where the name of defendant does not appear in the affidavit upon which the warrant is based.

Appeal by defendant from *Kivett, J.,*26 January 1970 Criminal Session of Superior Court held in Randolph County.

*Attorney General Morgan and Staff Attorney Mitchell for the State.*

*Ottway Burton for defendant appellant.*

Mallard, C.J.

This was a criminal proceeding instituted for the nonsupport of an illegitimate child under the provisions of Article 1 of Chapter 49 of the General Statutes.

The defendant was tried upon an affidavit and warrant reading as follows:

> “NORTH CAROLINA, RANDOLPH COUNTY STATE vs. JAMES E. SATTERFIELD

> Rt. #2, Asheboro, N. C.

> Detta Farlow being duly sworn, complains and says that at and in said county on or about the 1 day of January, 1969, Detta *598Farlow did. unlawfully and wilfully did neglect and refuse to support, and maintain his illegitimate child, Debbie Farlow 17 months of age, and begotten upon the body of Detta Farlow, to-wit: both plaintiff and defendant being over 18 years of age, and not married to each other, (in violation of GS 49-2) contrary to the form of statute, made and provided and contrary to law and against the peace and dignity of the State.

> Sworn and subscribed to before me this 18 day of April, 1969.

> C. 0. BULLA Detta Farlow

> Justice of the Peace Complainant

> WARRANT

> North Carolina, Randolph County

> To the Sheriff or any other lawful officer of Randolph County; GREETINGS: ■

> For the causes stated in affidavit hereto attached, you are hereby commanded forthwith to arrest James E. Satterfield and him safely keep so that you have him before Randolph County Recorder’s Court in Asheboro, N. C., forthwith to answer the above complaint and be dealt with as the law directs.

> This the 18 day of April, 1969.

> C. 0. BULLA

> Justice of the Peace”

It seems clear that the warrant was intended to contain a charge that the defendant, James E. Satterfield, unlawfully failed to support his illegitimate child. However, in the affidavit upon which the warrant is based, the name of the defendant does not appear.

The warrant does not charge the defendant with a crime, and the judgment must be arrested under the principles of law enunciated in *State v. Benton,*275 N.C. 378, 167 S.E. 2d 775 (1969).

Judgment arrested.

Morris and Graham, JJ., concur.
In the MATTER OF the Appeal of: KELFORD OWNER, LLC, Appellant

From the decision of the Bertie County Board of Equalization and Review to deny the partial exclusion of certain personal property for tax year 2016

No. COA18-389

Court of Appeals of North Carolina.

Filed: November 20, 2018

AFFIRMED.