AMENDMENT #1
SUPPORT SERVICES
AGREEMENT
This
Amendment #1 to Support Services Agreement (this
“ Amendment ”) is dated as of April 3, 2009 (the
“ Effective Date ”), between Strands Management
Company, LLC, a California limited liability company (“
SMC ”), MGMT Energy, Inc., a Nevada corporation
(“ MGMT ”), David Walters, Keith Moore, and Matt
Szot (collectively, the “ Principals
”).
WHEREAS, SMC and MGMT are parties to that certain Support
Services Agreement dated as of January 14, 2009 (the “
Original Agreement ,” and as amended by this
Amendment, the “ Agreement ”).
WHEREAS, pursuant to Section 2.1 of the Original
Agreement, SMC agreed to defer the MS Fee payable thereunder until
MGMT received at least $3.0 million from one or more
Financings.
WHEREAS, at the time SMC and MGMT entered into the
Original Agreement, neither party anticipated that SMC would be
required to defer the MS Fee for the length of time it currently
has so deferred.
WHEREAS, MGMT desires for SMC to continue to perform the
Management Services and, in order to induce SMC to continue to
perform the same, desires to issue to the Principals an aggregate
of 325,000 shares of MGMT’s restricted common stock as a
non-refundable retainer; and, conditioned on receipt of such shares
by such Principals, SMC desires to continue to perform the
Management Services (the “ Retainer Arrangement
”).
WHEREAS , MGMT and SMC desire to amend the Original
Agreement in order to set forth their understanding regarding the
Retainer Arrangement.
NOW
THEREFORE , in
consideration of the premises and of the mutual conditions and
agreements contained herein, the parties agree as
follows:
1.
Defined Terms . Capitalized terms used
herein without definition shall have the respective meanings
ascribed to them in the Original Agreement.
2.
Retainer Arrangement . In order to induce
SMC to continue to provide the Management Services, promptly
following the execution and delivery of this Agreement, MGMT shall
issue to the principals of SMC set forth on Schedule A that
number of shares of MGMT’s common stock set forth opposite
the name of such principal on Schedule A (the “
Shares ”). Such Shares shall constitute a
non-refundable retainer fee and inducement to SMC to continue to
provide the Management Services.
3.
Investment Representations . Each
Principal hereby several and not jointly represents and warrants to
MGMT that: Such Principal is an “accredited investor”
as defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the “ Securities
Act ”), is financially able to bear the economic risks of
acquiring the Shares and the other transactions contemplated
hereby, and has no need for liquidity in this investment. Such
Principal has such knowledge and experience in financial and
business matters in general, and with respect to businesses of a
nature similar to the business of MGMT, so as to be capable of
evaluating the merits and
