alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
ex10-5.htm


Exhibit 10.5

 

AMENDMENT NO. 4 TO

EMPLOYMENT AGREEMENT

 

 

This Amendment No. 4 (this "Amendment") to an Employment Agreement (the "Employment Agreement") entered as of February 10, 2014, by and between Accelerize Inc., a Delaware corporation with headquarters at 20411 SW Birch St. Ste. 250, Newport Beach, CA 92660 (the “Company”), and Santi Pierini, a natural person, residing at 1224 Morningside D, Laguna Beach, CA 92651 (the “Employee”), is entered as of this 6th day of May 2015. Each of the Company and the Employee may be referred to hereinafter as a "Party" and collectively, the "Parties".

 

WHEREAS, the Parties have entered the Employment Agreement as of February 10, 2014; and

 

WHEREAS, the Parties now wish to adjust Section 6 Termination of Employment by increasing the Employee severance payment.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

 

	 	
1.
	
Section 6 (a) of the Employment Agreement is hereby replaced in its entirety with the following: 



 

Termination Without Cause. During the Term, this Agreement and Employee’s employment may be terminated by Company without Cause (as hereinafter defined) by giving written notice of such termination to Employee. In the event that the Company terminates Employee’s employment without Cause during the Term, the Company shall, subject to Employee’s execution and delivery of a general release in favor of the Company and its affiliates substantially in the form attached hereto as Exhibit A, and Employee’s compliance with the terms of this Agreement, pay to Employee a severance payment equal to One Hundred percent (100%) of the Annual Base Salary, payable in accordance with the Company’s normal payroll practices (or, at the Company's option, in one lump sum payment, payable within 45 days, discounted to present value using a 5% discount rate). Notwithstanding anything in the foregoing to the contrary, Employee will be entitled to such payments only if Employee has complied in full with the terms of this Agreement following Employee’s termination (e.g., Confidentiality, Return of Property obligations, etc.). In addition, in the event that the Company terminates Employee’s employment without Cause during the Term Employee shall be entitled to receive all Payable Amounts (which shall become due and payable on the date of termination).

 

	 	
2.
	
All other terms and conditions of the Employment Agreement shall remain in full force and effect.



 

 

IN WITNESS WHEREOF, the Parties hereto have executed or caused to be executed this Agreement as of the date first above written.

 


 

 




 


 

- 2 -

 

 

 

EMPLOYEE:

 

 

 

/s/ Santi Pierini___________________

Santi Pierini

 

 

 

 

ACCELERIZE INC.

 

 

 

By: /s/ Brian Ross_________________

Name: Brian Ross

Title: Chief Executive Officer
UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 97-2008

KATHERINE L. RUSSELL,

Plaintiff - Appellant,

versus

VBR, a joint venture of Vinnell Corporation

and Brown & Root Services Corporation,

Defendant - Appellee.

Appeal from the United States District Court for the Eastern District of Virginia, at Alexandria. Leonie M. Brinkema, District

Judge. (CA-96-1431-A)

Submitted: December 11, 1997 Decided: December 23, 1997

Before HALL and WILLIAMS, Circuit Judges, and PHILLIPS, Senior

Circuit Judge.

Affirmed by unpublished per curiam opinion.

Katherine L. Russell, Appellant Pro Se. Douglas Bennett Mishkin,

J. Keith Burt, Lisa Anne Lavelle, MCKENNA & CUNEO, Washington,

D.C., for Appellee.

Unpublished opinions are not binding precedent in this circuit.

See Local Rule 36(c).
2

PER CURIAM:

Appellant appeals the district court's order granting Defendant's motion for summary judgment on her complaint alleging age

discrimination, defamation, and retaliation. We have reviewed the

record and the district court's opinion and find no reversible

error. Accordingly, we affirm on the reasoning of the district

court. Russell v. VBR, No. CA-96-1431-A (E.D. Va. June 30, 1997).

We dispense with oral argument because the facts and legal contentions are adequately presented in the materials before the court

and argument would not aid the decisional process.

AFFIRMED
Pursuant to 5 T H C IR . R. 47.5, the court has determined that thi s opinion should not * be publishe d an d is not precedent except under the limited circu mstance s set forth in 5 T H C IR . R. 47.5 .4. 

### INTHE UNI TED S TATESCOU RT OFAPPEALS

FORTHE FIFTH CIRCU IT

N o. 08- 50491

EF REN GARCIA , P l a i n ti ff - A p p ell a n t , v. H E C TO R M O N TE N E G R O , I ndi vi dual l y; PA U L P E A R SO N , I ndi vi dual l y; E L IZ A B E T H V E L O Z , In d iv id u a lly ; J E R R YM O L IN O S K I, I n d iv id u a lly , D efen da n t s - A pp el l ees .
A pp ealf

rom t h e U n i t ed S t ates D i st ri ctC ou rt f ort he W es t er n D i st r i c tof Texas U SD C N o. 3: 07- C V

- 123

B ef ore K IN G , G A R W O O D , an d D AV IS, C i rcui tJu dg es. P E R C U R I A M: * The j udg m e ntb e l o w i s a f f i r m e d e s s e nt i al l y f

o rt he r e as o ns s e tf

o r t h i n t he di s t r i c tc o ur t ’ s w e l l

- reasone d M e m o r and um O pi ni o n a nd Or de rG r ant i ng D efen d a n ts’M oti on f or S u m m a ryJu d gm en t.
AF F I RMED. United States Court of App eals Fifth Circuit 

### F I L E D June 5, 20 09 Cha rl es R. F ulb ru g e II I Clerk
Exhibit 32 .2


       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 Quarterly Report on Form 10-QSB of Imagenetix, Inc.
(the "Company") for the period ended June 30, 2005, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Lowell W. Giffhorn, Chief Financial Officer of 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, to the best of my 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.


 Dated: August 16, 2005            /s/LOWELL W. GIFFHORN
                                   Lowell W. Giffhorn
                                   Chief Financial Officer
METROPOLITAN MORTGAGE & SECURITIES CO., INC. AND SUBSIDIARIES
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS

      The ratio of adjusted earnings to fixed charges and preferred stock
dividends was computed using the following tabulations to compute adjusted
earnings and the defined fixed charges and preferred stock dividends.

<TABLE>
<CAPTION>
                                         Year Ended September 30
                              ________________________________________________
                                          (Dollars in Thousands)
                               1997      1996      1995      1994      1993
                              _______   _______   _______   _______   _______
<S>                           <C>       <C>       <C>       <C>       <C>
Net income                    $ 9,668   $ 8,038   $ 6,303   $ 5,478   $ 8,303
Add:                                                                  
  Interest                     19,375    18,788    16,381    19,895    19,442
  Taxes on income               5,073     4,235     3,108     4,422     1,871
                              _______   _______   _______   _______   _______
Adjusted earnings             $34,116   $31,061   $25,792   $28,365   $32,167
                              =======   =======   =======   =======   =======
Preferred stock dividend                                              
  requirements                $ 4,113   $ 3,868   $ 4,038   $ 3,423   $ 3,313
Ratio factor of income after                                          
  provision for income taxes                                          
  to income before provision                                          
  for income taxes                 66%       66%       67%       66%       66%
Preferred stock dividend                                              
  factor on pretax basis        6,244     5,880     6,006     5,220     5,020
Fixed charges                                                         
  Interest                     19,375    18,788    16,381    19,895    19,442
  Capitalized interest            521     2,468     2,730     2,152     3,013
                              _______   _______   _______   _______   _______
Fixed charges and                                                     
  preferred stock                                                     
  dividends                   $26,140   $27,136   $25,117   $27,267   $27,475
                              =======   =======   =======   =======   =======
Ratio of adjusted earnings                                            
  to fixed charges and                                                
  preferred stock dividends      1.31      1.14      1.03      1.04      1.17
                              =======   =======   =======   =======   =======
</TABLE>
#### Kincaid, Admr., Appellee, *v.*Dawson et al., Appellees ; Murray et al., Appellants.

*300(No. 4308

Decided January 30, 1950.)

*Messrs. McGhee, Rowe & Evans,*for appellee W. BL Sandusky.

*Mr. B. N. Murray, in propia persona,*for appellant.

*Mr. Weller Igo,*for appellee D. R. Kincaid, administrator.

*Mr. J. Roger McClurg,*for appellee J. R. McClurg, administrator.

Wiseman, J.

This is an appeal on questions of law from a judgment of the Probate Court of Franklin County, refusing to set aside a land sale proceeding in the estate of Benjamin F. Dawson, deceased. On the representation that decedent died intestate, the Probate Court appointed an administrator for the estate, who brought an action to sell the real estate to pay debts. The record shows that, after the sale of the real estate was consummated and the proceeds of the sale distributed, a will of the decedent was presented and duly probated, whereupon the appointment of the administrator was vacated and an administrator *de bonis non*with the will annexed was appointed, who instituted a proceeding to set aside the land sale proceeding.

When an executor or an administrator ascertains that the personal property is insufficient to pay the *301debts of tbe deceased,-, .together with tbe allowance to tbe widow, it is bis duty to bring an action to sell the real estate. Section 10510-2, General Code; *Yates*v. *Yates,*27 Ohio Law Abs., 633. The allowance to the widow for a year’s support was a debt against the estate. *Davidson*v. *Miners & Mechanics Savings & Trust Co., Exr.,*129 Ohio St., 418, 195 N. E., 845. Likewise, tbe claim of tbe Division of Aid for tbe Aged of tbe state of Ohio was a debt against the estate of the decedent. Section 1359-7, General Code.

There was no personal property. Consequently, it was tbe duty of the administrator to sell tbe real estate to pay tbe allowance to tbe widow and tbe claim of the Division of Aid for tbe Aged. Whether the decedent died testate or intestate tbe widow under the facts in this case was entitled to a year’s allowance. Tbe land sale proceeding is not invalidated by reason of tbe fact that tbe appraised value of tbe real estate was less than tbe total amount due tbe widow as an exemption and year’s allowance.

Tbe real estate owned by tbe decedent descended to bis heirs under tbe intestate laws of the state or passed to them under tbe provisions of bis will, subject to tbe right of the fiduciary to bring tbe land sale proceeding' for -the purpose of tbe payment of the debts of-'the estate. Tbe land sale proceeding divested tbe heirs of their interests in such property. *Carr, Gdn.,*v. *Hull,*65 Ohio St., 394, 62 N. E., 43*9.*

Under the provisions of Section 10509-24, General Code, a land sale proceeding brought by the administrator is considered to be valid and binding on tbe administrator *de bonis ñon*with tbe will annexed. We affirm tbe judgment of the trial court finding that there was no showing of good cause for setting aside the land sale proceeding.

*Judgment affirmed.*

Miller, P. J., and Hornbeck, J., concur.
#### The Indianapolis, Bloomington, and Western R. W. Co. *v.*The Board of Commissioners of Fountain Co.

APPEAL from the Fountain Circuit Court.

*J. McCabe*and *G.*McWilliams, for appellant.

*f. R. Cojfroth*and *T. B. Ward,*for appellee.

Buskirk, C. J.

The question involved in this case is the same that was involved, considered, and decided, by this court, in the case of *Garrigus*v. *The Board of Commissioners of Parke County, ante,*p. 66; and on the authority of that case, the judgment in this must be reversed.

The judgment is reversed, with- costs; and the cause is remanded, with directions to the 'court below to sustain the demurrer to the complaint.
Exhibit 21

 

 

 

 

**SUBSIDIARIES OF THEREGISTRANT**

| Name of Subsidiaries                | State of Incorporation                             | Names Under Which They do Business                         |
|-------------------------------------|----------------------------------------------------------------------------------|------------------------------------------------------------|
| Beaver Lake Concrete, Inc.          | Arkansas             | Beaver Lake Concrete, Inc.                                 |
| Capitol Concrete Products Co., Inc. | Kansas                                                                           | Capitol Concrete Products Co., Inc.                        |
| City Wide Construction Products Co. | Missouri                                                                    | City Wide Construction Products Co.                        |
| Concrete Enterprises, Inc.          | Kansas                                                                           | Concrete Enterprises, Inc.                                 |
| Concrete Materials, Inc.            | Kansas                                                                           | Concrete Materials, Inc.                                   |
| Dodge City Concrete, Inc.           | Kansas                                                                           | Dodge City Concrete, Inc.	Concrete Industries              |
| Joplin Concrete Company, Inc.       | Missouri                                                                         | Joplin Concrete Company, Inc.                              |
| Kansas Sand and Concrete, Inc.      | Kansas                                                                           | Kansas Sand and Concrete, Inc.                             |
| Monarch Cement of Iowa, Inc.        | Iowa                                                                             | Monarch Cement of Iowa, Inc.                               |
| Salina Concrete Products, Inc.      | Kansas                                                                           | Kansas Building Products    Salina Concrete Products, Inc. |
| Springfield Ready Mix Co.           | Missouri                                                                         | Springfield Ready Mix Co.                                  |
| Tulsa Dynaspan, Inc.                | Oklahoma                                                               | Arrow Concrete Company    Tulsa Dynaspan, Inc.             |
* Pursuant to 5 TH C IR . R. 47.5, the court has determined that

this opinion should not be published and is not precedent except under the limited circumstances set forth in 5 TH C IR . R. 47.5.4. United States Court of Appeals

Fifth Circuit 

## FILED February 23, 2006 Charles R. Fulbruge III Clerk IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 05-40372 Conference Calendar

UNITED STATES OF AMERICA, Plaintiff-Appellee,

versus MIGUEL RODRIGUEZ-MERCADO, also known as Miguel Villafranco-Ponce, Defendant-Appellant.

-------------------- Appeal from the United States District Court for the Southern District of Texas USDC No. 7:04-CR-973-ALL

-------------------- Before GARZA, DENNIS, and PRADO, Circuit Judges.
PER CURIAM: * Miguel Rodriguez-Mercado appeals his guilty-plea conviction for being an alien unlawfully found in the United States after deportation, having previously been convicted of an aggravated felony, in violation of 8 U.S.C. § 1326(a) and (b). Rodriguez-Mercado challenges the constitutionality of § 1326(b). His constitutional challenge is foreclosed by Almendarez-Torres v. United States , 523 U.S. 224, 235 (1998). Although Rodriguez-Mercado contends that Almendarez-Torres wasNo. 05-40372 -2- incorrectly decided and that a majority of the Supreme Court would overrule Almendarez-Torres in light of Apprendi v. New Jersey , 530 U.S. 466 (2000), we have repeatedly rejected such arguments on the basis that Almendarez-Torres remains binding.
See United States v. Garza-Lopez , 410 F.3d 268, 276 (5th Cir.), cert. denied , 126 S. Ct. 298 (2005). Rodriguez-Mercado properly concedes that his argument is foreclosed in light of Almendarez-Torres and circuit precedent, but he raises it here to preserve it for further review. The judgment of the district court is AFFIRMED.
**Exhibit(10)(c)(2)(a)**

 

# **AMENDMENTTO CHANGE IN CONTROL AGREEMENT**

 

 

THIS AMENDMENT  (this“Amendment”), effective as of October 23, 2003, by and between ALLTELCorporation, a Delaware corporation (the “Corporation”), and Kevin L. Beebe(“Executive”), amends that certain Agreement, dated as of July 23, 1998, by andbetween the Corporation and Executive (the “Agreement”).

 

In considerationof the mutual covenants and agreements herein contained, and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree to amend the Agreement as follows:

 

1.  Section 1(C) of the Agreement is herebyamended by deleting subsection (iv) in its entirety and changing subsection(iii) to read as follows:

 

(iii) The consummation of(A) a merger or consolidation of the Corporation, statutory share exchange, orother similar transaction with another corporation, partnership, or otherentity or enterprise in which either the Corporation is not the surviving orcontinuing corporation or shares of common stock of the Corporation are to beconverted into or exchanged for cash, securities other than common stock of theCorporation, or other property, (B) a sale or disposition of all orsubstantially all of the assets of the Corporation, or (C) the dissolution ofthe Corporation.

 

2.  As amendedhereby, the Agreement shall be and remain in full force and effect.

 

IN WITNESS WHEREOF, the parties have executed thisAmendment as of the date first above written.

 

 
|   | **ALLTEL CORPORATION**                |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Scott T. Ford |   |
|   | Scott T. Ford                         |
|   | President and Chief Executive Officer |
|   |                                  |
|   |                                  |
|   | **EXECUTIVE**:                        |
|   |                                  |
|   |                                  |
|   |   /s/ Kevin  L. Beebe            |   |
|   | Kevin L. Beebe                        |

 

----
Exhibit 31.1**CERTIFICATIONS**     I, Gary L. Dreher, certify that:     1. I have reviewed this quarterly report on Form 10-QSB of AMDL, Inc. for the period endedSeptember 30, 2006;     2. Based on my knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, in light ofthe circumstances under which such statements were made, not misleading with respect to the periodcovered by this quarterly report;     3. Based on my knowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the small business issuer as of, and for, the periods presented inthis quarterly report;     4. The small business issuer’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f) for the small business issuer 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 small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which thisquarterly report is being prepared;     b) evaluated the effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this annual report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by thisquarterly report based on such evaluation; and     c) disclosed in this report any change in the small business issuer’s internal controlover financial reporting that occurred during the small business issuer’s fourth fiscalquarter that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and     5. The small business issuer’s other certifying officers and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to the small business issuer’sauditors and the audit committee of small business issuer’s board of directors (or personsperforming the equivalent functions):     a) all significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely affectthe small business issuer’s ability to record, process, summarize and report financialinformation; and     b) any fraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control over financialreporting.Date: November 13, 2006   /s/ Gary L. Dreher Gary L. Dreher  Chief Executive Officer
Exhibit 32.2





CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with theAmendment No. 1 to this Annual Report of MOCON, Inc. on Form 10-K/Afor the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darrell B. Lee, Chief Financial Officer of MOCON, Inc., hereby certify, 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 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 MOCON, Inc.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------





|Date:     July 14, 2014 | /s/ Darrell B. Lee
Darrell B. Lee
Chief Financial Officer
|----------------------- | ---------------------------------------------------------