alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Exhibit 10.5


 


 


 


 


August
6, 2015


 


 



VIA FACSIMILE & OVERNIGHT DELIVERY


 


Flexpoint Fund II, L.P.

c/o Flexpoint Ford, LLC


676 N. Michigan Avenue, Suite 3300


Chicago, IL 60611


Facsimile No.: (312) 327-4525


Attention: Charles E. Glew - Steven M. Michienzi


 


Dear Mssrs. Glew and Michienzi:


 


Reference is hereby
made to that certain Securities Purchase Agreement dated as of August 22, 2013 (the "Purchase Agreement"), by
and among JetPay Corporation (f/k/a Universal Business Payment Solutions Acquisition Corporation), a Delaware corporation (the
"Company"), and Flexpoint Fund II, L.P., a Delaware limited partnership ("Flexpoint"). Reference
is hereby also made to that certain letter dated April 29, 2014 from Flexpoint to the Company which provided notice of a claim
for indemnification with respect to the EBC Dispute (the "Claim Notice"). Capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Claim Notice, or if not defined therein, the Purchase Agreement.


 


The purpose of this
letter agreement is to document an adjustment to the Conversion Price (as defined in the Certificate of Designation) applicable
to the Preferred Stock of the Company held by Flexpoint as a result of the claims described in the Claim Notice. In accordance
with Section 10.2(d) of the Purchase Agreement, the parties hereby agree that the Conversion Price applicable to the Preferred
Stock of the Company held by Flexpoint shall be reduced to a price per share equal to $2.90 (the "Adjusted Conversion Price"),
which reduction is being made in respect of the Indemnified Liabilities identified to date by the Company with respect to the EBC
Dispute. The parties each acknowledge and agree that the above-described conversion price adjustment is being made pursuant to
Section 10.2(d) of the Purchase Agreement with respect to the EBC Dispute and the Aggregate EBC Liabilities incurred as a result
thereof and not as a settlement of claims. Accordingly, Flexpoint is not waiving its rights under the Purchase Agreement to indemnification
for any Indemnified Liabilities not taken into account in calculating the Adjusted Conversion Price, whether due to the discovery
of new information, or otherwise (including, without limitation, any new or different claims not related to the EBC Dispute).


 


 


(Signature page follows) 


 






    	 	1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPayCorp.com
	 



     


    

 


 





 


	 	jetpay
    corporation
	 	 
	 	By: 	/s/
    Peter B. Davidson
	 	Name:

        Its:
	Peter
    B. Davidson
Vice Chairman and Secretary



 


Acknowledged,
agreed and accepted


as
of the date first written above:


FLEXPOINT
FUND II, L.P.


 





	By:	/s/
    Donald J. Edwards	 
	Name:	Donald J. Edwards	 
	Its:	Authorized Person	 







 










    	 	1175 Lancaster Avenue, Suite 200, Berwyn, PA 19312 | 484-324-7980 | www.JetPayCorp.com
#### In the Matter of Paola Mireya Canahuati Bendeck, Respondent, v Oscar Ivan Larach Zablah, Appellant.

[963 NYS2d 81]

Order, Family Court, New York County (Jody Adams, J.), entered on or about November 10, 2011, denying respondent’s objection to an order of the Support Magistrate, dated May 4, 2011, which denied respondent’s motion seeking, inter alia, to vacate prior default orders awarding child support and counsel fees, unanimously affirmed, without costs.

The Family Court correctly upheld the Support Magistrate’s denial of the father’s motion to vacate his defaults. A party seeking to vacate a default judgment must demonstrate both a reasonable excuse and a meritorious defense *(see*CPLR 5015 [a] [1]; *Eugene Di Lorenzo, Inc. v A.C. Dutton Lbr. Co.,*67 NY2d 138, 141 [1986]; *Youni Gems Corp. v Bassco Creations Inc.,*70 AD3d 454 [1st Dept 2010], *lv dismissed*15 NY3d 863 [2010]). Respondent father’s reasons for nonappearance were unpersuasive. His claim that he was unable to obtain a visa for entry into the United States was belied by travel documents establishing that he entered the United States three days prior to the hearing. Although he was not held in default for his failure to make that appearance, the Support Magistrate found that his reason for failing to appear one month later at the adjourned hearing was also not reasonable. While the father asserted that the mail system in Honduras was disrupted by a military coup, the affidavit from a postal administrator in the town in which he lived in Honduras did not support his claim.

Since the father failed to establish a reasonable excuse for his defaults, we need not reach the issue of whether he presented a potentially meritorious defense *(see Coba v Rai,*63 AD3d 578, 582 [1st Dept 2009]).

Concur—Tom, J.E, Andrias, Saxe, AbdusSalaam and Gische, JJ.
#### State v. Ridley

Case below: 177 N.C. App. 463

No. 272P06

1. AG’s Motion for Temporary Stay (COA03-1543)

2. AG’s Petition for Writ of Supersedeas

3. AG’s PDR Under N.C.G.S. § 7A-31

1. Allowed 05/18/06 Stay Dissolved 06/27/07

2. Denied 06/27/07

3. See Special Order Page 424

Hudson, J., Recused
---

EXHIBIT 15.1



April 25, 2005

The Board of Directors and Stockholders of Genentech, Inc.

We are aware of the incorporation by reference in the Registration Statements pertaining to the Genentech, Inc. Tax Reduction Investment Plan, the 2004 Equity Incentive Plan, the 1999 Stock Plan, the 1996 Stock Option/Stock Incentive Plan, the 1994 Stock Option Plan, the 1990 Stock Option/Stock Incentive Plan, and the 1991 Employee Stock Plan, and the Registration Statement (Form S-3 No. 333-37072) related to the resale of common shares deliverable upon the exchange of Liquid Yield Option Notes, and in the related Prospectuses, as applicable, contained in such Registration Statements of our report dated April 11, 2005, relating to the unaudited condensed consolidated interim financial statements of Genentech, Inc. that are included in its Form 10-Q for the quarter ended March 31, 2005.

Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part of the registration statement prepared or certified by accountants within the meaning of section 7 or 11 of the Securities Act of 1933.





| |  | Very truly yours,   
| |  | --------------------
| |  | /s/ERNST & YOUNG LLP

---
#### Joshua Morris et al., Appellants, v Town of Locke et al., Respondents.

[974 NYS2d 873]

Appeal from a judgment (denominated order) of the Supreme Court, Cayuga County (Thomas G. Leone, A.J.), entered March 30, 2012 in a declaratory judgment action. The judgment, among other things, granted the cross motions of defendants for summary judgment dismissing the amended complaint.

It is hereby ordered that the judgment so appealed from is unanimously modified on the law by reinstating the amended complaint and as modified the judgment is affirmed without costs in accordance with the following memorandum: Plaintiffs commenced this action seeking, inter alia, a declaration that Robinson Road is a public highway and thereafter moved for summary judgment with respect to that requested relief. De*1430fendants cross-moved for summary judgment dismissing the amended complaint contending, inter alia, that Robinson Road had been abandoned by nonuse. Supreme Court granted the cross motions, declaring in its bench decision that, even if Robinson Road had been a public highway, it had been abandoned. The court’s declaration was proper because even assuming, arguendo, that the road was once a public highway, we agree with defendants that the court properly determined that they met their burden of establishing that Robinson Road had been abandoned by nonuse *(see*Highway Law § 205 [1]; *Pless v Town of Royalton,*185 AD2d 659, 659 [1992], *affd*81 NY2d 1047 [1993]). In opposition, plaintiffs failed to demonstrate that any use of the road since 1935 was other than occasional limited use that does not amount to use as a highway, which requires “[t]ravel ... in forms reasonably normal” *(Town of Leray v New York Cent. R.R. Co.,*226 NY 109, 113 [1919]; *see Matter of County of Suffolk [Arved, Inc.],*63 AD2d 673, 674 [1978]). Plaintiffs failed to preserve for our review their contention that the abandonment of Robinson Road constituted an unconstitutional taking without just compensation *(see Melahn v Hearn,*60 NY2d 944, 945 [1983]). Nevertheless, the court erred in dismissing the amended complaint in this declaratory judgment action, and we therefore modify the judgment accordingly *(see generally Tumminello v Tumminello,*204 AD2d 1067, 1067 [1994]).

In light of our determination, we do not reach defendant Town of Lansing’s alternate grounds for affirmance. Present — Smith, J.E, Centra, Fahey, Garni and Whalen, JJ.
Document Headings

                    Document headings vary by document type but may contain                    the following:                  
                -                       the agency or agencies that issued and signed a document                    
                -                       the number of the CFR title and the number of each part                      the document amends, proposes to amend, or is directly                      related to                    
                -                       the agency docket number / agency internal file number                    
                -                       the RIN which identifies each regulatory action listed in                      the Unified Agenda of Federal Regulatory and Deregulatory                      Actions                    

                    See the                                          Document Drafting Handbook                                        for more details.                  

###### Federal Election Commission

# AGENCY:

Federal Election Commission.

# DATE & TIME:

Tuesday, January 13, 2015 AT 10:00 a.m. and its continuation on Thursday January 15, 2015 at the conclusion of the open meeting.

# PLACE:

999 E Street NW., Washington, DC.

# STATUS:

This meeting will be closed to the public.

## Federal Register Citation of Previous Announcement—80 FR 1030 (January 8, 2015)

# CHANGE IN THE MEETING: 

The Commission also discussed information the premature disclosure of which would be likely to have a considerable adverse effect on the implementation of a proposed Commission action.

* * * * *

# PERSON TO CONTACT FOR INFORMATION: 

Judith Ingram, Press Officer, Telephone: (202) 694-1220.

Shelley E. Garr,

Deputy Secretary of the Commission.

[FR Doc. 2015-00771 Filed 1-14-15; 4:15 pm]

BILLING CODE 6715-01-P
<PAGE>















                                    Reserved
## In the Court of Appeals Second Appellate District of Texas

at Fort Worth

___________________________ No. 02

- 19

- 00418

- CV

___________________________

Original Proceeding Trial Court No s . 1604557, 16045 67

Before Bassel , Birdwell, and Womack, JJ. Per Curiam Memorandum Opinio n 

### I N RE 

### E DWIN 

### H ORTON 

### W ITHERSP OON2 MEMORANDUM OPINION
This court has considered relator ’ s petition for writ of mandamus and is of the opinion that relief should be denied. Accordingly, relat or ’ s petition for writ o f
mandamus is denied

. Per Curiam
Delivered: November 18 , 2019
[Federal Register Volume 74, Number 89 (Monday, May 11, 2009)]
[Notices]
[Page 21826]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-10915]


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

DEPARTMENT OF LABOR

Employment and Training Administration

[TA-W-65,611]


Kreber; High Point, NC; Notice of Termination of Investigation

    Pursuant to Section 221 of the Trade Act of 1974, as amended, an 
investigation was initiated on March 17, 2009 in response to a petition 
filed by a company official on behalf of workers of Kreber, High Point, 
North Carolina.
    The petitioner has requested that the petition be withdrawn. 
Consequently, the investigation has been terminated.

    Signed at Washington, DC, this 20th day of April 2009.
Linda G. Poole,
Certifying Officer, Division of Trade Adjustment Assistance.
[FR Doc. E9-10915 Filed 5-8-09; 8:45 am]
BILLING CODE 4510-FN-P
Exhibit
10.02


AMENDMENT FOUR  To Employment Agreement Between


Xcel
Energy Inc. and


Paul
J. Bonavia


This Amendment Four is an
amendment to the Employment Agreement (“Agreement”) between Xcel Energy Inc.,
as successor to New Century Energies, Inc., and Paul J. Bonavia (“Participant”).
Said Agreement was first effective December 15, 1997, and later amended with
the First, Second and Third Amendments thereto, and is now amended further with
the following Amendment Four:


1.               Section 7.1 Termination for Good Reason, is
hereby amended by substituting the following
introductory paragraph for the introductory paragraph  as it appears therein (while retaining all
of the remainder of said Section 7.1):


“Good Reason” means the occurrence,
on or after the date of a Change in Control(as that term is defined in the Xcel
Energy Senior Executive Severance and Change in Control Policy), of one or more
of the following events or circumstances, as determined in good faith by the
Executive:


2.              Section 7.3
Termination for Cause, is hereby amended by substituting the following for
the last sentence thereof:


“Termination for Cause” shall mean
the termination of Executive’s employment by the Company because of Executive’s
fraud or dishonesty which has resulted, or is likely to result, in material
economic damage to the Company, as determined in good faith by a vote of
two-thirds of the non-employee directors at a meeting of the Company’s Board of
Directors at which Executive has been afforded an opportunity to be heard.”


3.              Section 7.4  Termination After Change in Control, is
hereby amended in its entirety to read as follows:


In the event of a Change in Control
(as defined in the Xcel Energy Senior Executive Severance and Change in Control
Policy), the Executive shall be entitled to the greater of: (a) the payment he
would otherwise be entitled to receive for the remaining term of employment
under this Agreement; or (b) those payments provided under the Xcel Energy
Senior Executive Severance and Change in Control Policy.











IN WITNESS WHEREOF, the
parties have executed this Amendment Four to the Agreement, effective June 1,
2007.


	
  ATTEST:

  	
  XCEL
  ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  /s/ Richard C. Kelly

  	
   

  
	
   Its

  	
   

  	
   

  	
   

  	
   Richard C. Kelly,

  
	
   

  	
   

  	
   President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Paul J. Bonavia

  	
   

  
	
   

  	
   

  	
  Paul J. Bonavia
<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         0000318380
<NAME>                                                      Public Storage, Inc.
<MULTIPLIER>                                                1
<CURRENCY>                                                  US
       
<S>                                                         <C>
<PERIOD-TYPE>                                               9-Mos
<FISCAL-YEAR-END>                                           Dec-31-1997
<PERIOD-START>                                              Jan-01-1997
<PERIOD-END>                                                Sep-30-1997
<EXCHANGE-RATE>                                             1
<CASH>                                                      90,763,000
<SECURITIES>                                                0
<RECEIVABLES>                                               0
<ALLOWANCES>                                                0
<INVENTORY>                                                 0
<CURRENT-ASSETS>                                            90,763,000
<PP&E>                                                      2,851,590,000
<DEPRECIATION>                                              (355,049,000)
<TOTAL-ASSETS>                                              3,154,527,000
<CURRENT-LIABILITIES>                                       71,664,000
<BONDS>                                                     100,349,000
<PREFERRED-MANDATORY>                                       0
<PREFERRED>                                                 923,484,000
<COMMON>                                                    10,999,000
<OTHER-SE>                                                  1,857,336,000
<TOTAL-LIABILITY-AND-EQUITY>                                3,154,527,000
<SALES>                                                     0
<TOTAL-REVENUES>                                            336,625,000
<CGS>                                                       0
<TOTAL-COSTS>                                               120,399,000
<OTHER-EXPENSES>                                            69,580,000
<LOSS-PROVISION>                                            0
<INTEREST-EXPENSE>                                          5,821,000
<INCOME-PRETAX>                                             133,117,000
<INCOME-TAX>                                                0
<INCOME-CONTINUING>                                         133,117,000
<DISCONTINUED>                                              0
<EXTRAORDINARY>                                             0
<CHANGES>                                                   0
<NET-INCOME>                                                133,117,000
<EPS-PRIMARY>                                               .67
<EPS-DILUTED>                                               .67
        

</TABLE>
II 

109TH CONGRESS 

2D SESSION S. 3655 

To amend the Internal Revenue Code of 1986 to allow individuals eligible 

for veterans health benefits to contribute to health savings accounts. 

IN THE SENATE OF THE UNITED STATES 

JULY 13, 2006 

Mr. CRAIG (for himself and Mr. COBURN) introduced the following bill; which 

was read twice and referred to the Committee on Finance 

A BILL 

To amend the Internal Revenue Code of 1986 to allow individuals eligible for veterans health benefits to contribute 

to health savings accounts. 

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

3 SECTION 1. ALLOWANCE OF INDIVIDUALS ELIGIBLE FOR 

4 VETERANS HEALTH BENEFITS TO CON5 TRIBUTE TO HEALTH SAVINGS ACCOUNTS. 

6 (a) IN GENERAL.—Section 223(c)(1) of the Internal 

7 Revenue Code of 1986 (defining eligible individual) is 

8 amended by adding at the end the following new subpara9 graph: 


hmoore on PROD1PC68 with HMBILLS
2 

•S 3655 IS

1 ‘‘(C) SPECIAL RULE FOR INDIVIDUALS ELI2 GIBLE FOR VETERANS HEALTH BENEFITS.— 

3 For purposes of subparagraph (A)(ii), an indi4 vidual shall not be treated as covered under a 

5 health plan described in such subparagraph 

6 merely because the individual receives periodic 

7 hospital care or medical services under any law 

8 administered by the Secretary of Veterans Af9 fairs.’’. 

10 (b) EFFECTIVE DATE.—The amendment made by 

11 this section shall apply to taxable years beginning after 

12 December 31, 2006. 

Æ 


hmoore on PROD1PC68 with HMBILLS
667 A.2d 693

#### IN THE MATTER OF ANTHONY J. FUSCO, JR., AN ATTORNEY AT LAW.

December 11, 1995.

ORDER

This matter having been presented to the Court pursuant to *Rule*l:20-10(b) following a motion for discipline by consent of ANTHONY J. FUSCO, Jr., of PASSAIC, who was admitted to the bar.of this State in 1972;

And the Office of Attorney Ethics and respondent having signed a stipulation of discipline by consent in which it was agreed that respondent improperly delegated recordkeeping responsibilities for his law firm’s trust account to an associate over whom respondent had direct supervisory authority and thereafter failed to make reasonable efforts to ensure that the associate maintained *637the trust account books and records in conformance with *Rule*1:21-6;

And it being further agreed that as a result of respondent’s lack of reasonable supervision and oversight over the associate, the associate knowingly misappropriated client funds in a scheme that resulted in an overdraft of $262,000 in respondent’s trust and business accounts with First Fidelity Bank of Newark, New Jersey, ultimately causing the bank a loss of $288,000;

And the parties having agreed that respondent’s violation of *RPC*1.15(a) and (d) and *RPC*5.1(a) and (b) warrants a reprimand;

And the Disciplinary Review Board having reviewed the record pursuant to *Rule*l:20-10(b)(3) to determine the appropriate measure of discipline for respondent’s misconduct;

And the Disciplinary Review Board having determined that a reprimand is the appropriate sanction for' respondent’s ethics infractions and having granted the motion for discipline by consent;

And the Disciplinary Review Board having submitted the record of the proceedings to the Clerk of the Supreme Court for the entry of an order of discipline in accordance with *Rule*l:20-16(e);

And good cause appearing;

It is ORDERED that ANTHONY J. FUSCO, Jr., is hereby reprimanded; and it is further

ORDERED that the entire record of this matter be made a permanent part of respondent’s file as an attorney at law of this State; and it is further

ORDERED that respondent reimburse the Disciplinary Oversight Committee for appropriate costs incurred in the prosecution of this matter.
#### The People of the State of New York, Respondent, v Roberto Castellano, Also Known as Roberto Castelan, Appellant.

Submitted January 12, 2009;

decided March 26, 2009

Motion for reargument denied *[see*11 NY3d 850 (2008)]. Chief Judge Lippman taking no part.