CONO ITALIANO, INC. (a Nevada corporation formerly known as Tiger Renewable Energy Ltd.) AMENDMENT LARA MAC INC. MANAGEMENT SERVICES AGREEMENT
(a Nevada
corporation formerly known as Tiger Renewable Energy Ltd.)
AMENDMENT
LARA
MAC INC. MANAGEMENT SERVICES AGREEMENT
THIS AMENDMENT TO THE MANAGEMENT
SERVICES AGREEMENT originally entered into as of June 22, 2009 (this
“Amendment”) is
made as of the date set forth on the signature page hereto, by and between LARA MAC INC. (“Lara Mac”), CONO ITALIANO, INC., a Nevada
corporation formerly known as Tiger Renewable Energy Ltd. (the “Company”), and
CONO ITALIANO, INC., a
Delaware corporation (“Cono Italiano (Delaware)”) and together with each of Lara
Mac and the Company, the “Parties”).
WHEREAS, on June 4, 2009 Lara
Mac purchased 5,000,000 shares of the Company’s common stock from Xxxxxxx Energy
International Inc. (the “Xxxxxxx Agreement”) pursuant to which Lara Mac agreed
to pay in due course creditors of the Company (“Creditor
Payments”);
WHEREAS, Lara Mac, by and
through its officers, employees, agents, representatives and affiliates, has
expertise in the areas of corporate management, finance, products and services,
marketing and sales, business strategies, investments, acquisitions and other
business matters;
WHEREAS, the Company, desiring
to avail itself of the expertise of Lara Mac in the aforesaid areas, entered
into a Management Services Agreement with Lara Mac, dated as of June 22, 2009 (
the “Management Services Agreement”);
WHEREAS, pursuant to Section
3(a) of the Management Services Agreement, in consideration of the
rendering of the Services contemplated by Section 2(a) of the Management
Services Agreement, the Company agreed to pay to Lara Mac a fee consisting of
9,553,377 shares of the Company’s common stock;
WHEREAS, on August 10, 2009,
the Company executed a one-for-sixty reverse stock split,
pursuant to which the number of shares owned by Lara Mac was
reduced from 14,553,377 shares of the Company’s common stock to a total of 242,557
shares of the Company’s common stock (such shares as adjusted
for the reverse stock split, the “Lara Mac Shares”);
WHERAS, pursuant to Section 4
of the Management Services Agreement, the Company agreed to pay or reimburse
Lara Mac, upon presentation of reasonable receipts, for its reasonable
Out-of-Pocket Expenses, as such the is defined in Section 4 of the Management
Services Agreement;
WHEREAS, the Company and Lara
Mac now wish to enter into this Amendment to amend the Management Services
Agreement;
WHEREAS, the Company plans to
enter into share exchange agreements with the shareholders of Cono Italiano
(Delaware) (the “Share Exchange Agreements”), pursuant to which the Company will
acquire all of the issued and outstanding shares of Cono Italiano
(Delaware);
WHEREAS, Lara Mac has agreed
to tender and cancel the Lara Mac
Shares, to provide additional consideration to the Company and the
shareholders of Cono Italiano (Delaware) to enter into the Share Exchange
Agreements, and for Cono Italiano (Delaware) to enter into this
Amendment;
WHEREAS, Cono Italiano
(Delaware) has agreed to assume responsibility for any and all of the
obligations of the Company to pay the Out-of-Pocket Expenses of Lara Mac,
incurred between effectiveness of the Xxxxxxx Agreement on June 4, 2009 and the
date of this Amendment; and
WHEREAS, capitalized terms
used and not defined in this Amendment shall have the meaning given to them in
the Management Services Agreement.
NOW, THEREFORE, in
consideration of the foregoing recitals and the covenants and conditions herein
set forth, the parties hereto agree as follows:
1. Expense
Reimbursement.
In consideration for the tender and
cancellation of the Lara Mac Shares, Cono Italiano (Delaware) hereby agrees that
it will reimburse Lara Mac for any and all Company Creditor Payments made by
Lara Mac, as well as any and all fees, costs, expenses or disbursements
(collectively, “Expenses”) paid, accrued or otherwise incurred on behalf of the
Company from the date of execution and effectiveness of the Xxxxxxx Agreement
and under the Management Services Agreement.
2. Lara Mac Shares.
In consideration for the Company
Creditor Payments and reimbursement of Expenses, Lara Mac hereby tenders and
hereby agrees to cancellation as of the date hereof by the Company of any and
all right, title and interest in the Lara Mac Shares. For
purposes of clarity, the tender and cancellation shall in no way reduce or
otherwise alter the number of shares of the Company which Lara Mac may be
entitled to receive pursuant to the Share Exchange Agreements.
3. General.
(a) The
Management Services Agreement shall terminate upon effectiveness of this
Amendment, except for provisions pertaining to indemnification and reimbursement
of expenses to Lara Mac, which shall survive without termination.
(b) No
amendment or waiver of any provision of this Amendment, or consent to any
departure by either party from any such provision, shall be effective unless the
same shall be in writing and signed by the parties to this Amendment, and, in
any case, such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
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(c) This
Amendment and the rights of the parties hereunder may not be assigned without
the prior written consent of the parties hereto.
(d) All
controversies arising out of or in connection with this Amendment shall be
finally settled under the Rules of Arbitration of the American Arbitration
Association by a single arbitrator appointed in accordance with the said Rules.
The place of arbitration shall be New York City. The arbitration
shall be conducted in the English language. The prevailing party in
any such arbitration shall be awarded reimbursement of any and all fees, costs,
expenses and disbursements incurred with respect to such
arbitration. The award of any such arbitration may be entered by any
court of competent jurisdiction. In the event of any doubt regarding
the enforceability of the arbitration provisions herein, this Amendment shall be
governed by, and enforced in accordance with, the laws of the State of New York
(excluding the choice of law principles thereof). This Amendment
shall inure to the benefit of, and be binding upon, the Parties (including any
present or future subsidiaries of the Parties that are not signatories hereto),
and their respective successors and assigns.
(e) This
Amendment may be executed in two or more counterparts, and by different parties
on separate counterparts. Each set of counterparts showing execution by all
parties shall be deemed an original, and shall constitute one and the same
instrument. Delivery of an executed copy of this Amendment by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Amendment as of the date set forth on the signature page of this
Amendment.
(f) The
waiver by any party of any breach of this Amendment shall not operate as or be
construed to be a waiver by such party of any subsequent breach.
[Signature
Page Follows]
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IN WITNESS WHEREOF, the parties have
caused this Amendment to be executed and delivered as of this 6th day of
November, 2009 by their duly authorized officers as set forth
below.
| LARA MAC INC. | |||
|
|
By:
|
/s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | |||
| Title: Chief Executive Officer | |||
| CONO ITALIANO, INC. (A NEVADA CORPORATION) | |||
|
|
By:
|
/s/ Xxxx X. Xxxxxxxx | |
| Name: Xxxx X. Xxxxxxxx | |||
| Title: Chief Financial Officer | |||
| CONO ITALIANO, INC. (A DELAWARE CORPORATION) | |||
|
|
By:
|
/s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | |||
| Title: Chief Executive Officer | |||
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