SECOND AMENDMENT TO SHELLS SEAFOOD RESTAURANTS,
INC.
TECHNICAL CONSULTING AND SUPPORT SERVICES
AGREEMENT
This
Second Amendment to Shells Seafood Restaurants, Inc.
Technical
Consulting and Support Services Agreement
(“Second
Amendment”) is made effective as of December 10, 2007, by and
between Shells Seafood Restaurants, Inc., a Delaware corporation
(“Shells”) and Food
And Entertainment Co., Ltd. ,
a limited liability company with commercial register No. 2051024638
issued from Khobar Commercial Registration Office on 24/08/1421H
(“F&E”). This Second Amendment contains
modifications and additions to the terms and conditions of the
Technical Consulting and Support Services Agreement
dated
RECITALS:
WHEREAS,
F&E has recently executed and delivered to Shells that
certain (i) Restaurant System Purchase agreement, dated
September 27, 2007, between F&E and Shells (the
“Original Agreement;”) and (ii) Amendment to
Shells Seafood Restaurants, Inc. Restaurant System Purchase
Agreement (the “First Amendment”);
and
WHEREAS,
prior to the date hereof, neither the Original Agreement nor
First Amendment have been executed by Shells, and thus have
not been effective prior to the date hereof; and
WHEREAS,
the Original Agreement contemplated that Shells would receive
a confirmed letter of credit by October 5, 2007;
and
WHEREAS,
such letter of credit was first received and confirmed on
December 4, 2007; and
WHEREAS,
in accordance with the terms of the Original Agreement, such
receipt and confirmation of the letter of credit by Shells was
a condition to the execution and delivery of the Original
Agreement by Shells; and
WHEREAS,
the Original Agreement, First Amendment, and this Second
Amendment (collectively, the “Agreement”) are
being signed by Shells on December 10, 2007, which date
F&E and Shells acknowledge is the effective date of each
of the Original Agreement and both such amendments;
and
WHEREAS,
in addition, F&E and Shells desire to modify the terms and
conditions of the Agreement as further provided
herein.
NOW,
THE
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