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MANAGEMENT SERVICES AGREEMENT

Management Facility Services Agreement

MANAGEMENT SERVICES AGREEMENT | Document Parties: CONO ITALIANO, INC. | LARA MAC INC | TIGER RENEWABLE ENERGY LTD You are currently viewing:
This Management Facility Services Agreement involves

CONO ITALIANO, INC. | LARA MAC INC | TIGER RENEWABLE ENERGY LTD

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Title: MANAGEMENT SERVICES AGREEMENT
Governing Law: New York     Date: 9/14/2009
Industry: Chemical Manufacturing     Sector: Basic Materials

MANAGEMENT SERVICES AGREEMENT, Parties: cono italiano  inc. , lara mac inc , tiger renewable energy ltd
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MANAGEMENT SERVICES AGREEMENT

 

THIS MANAGEMENT AGREEMENT (the “ Agreement ”) is made as of the date set forth on the signature page hereto, by and between LARA MAC INC. (“Lara Mac”), and TIGER RENEWABLE ENERGY LTD., a Nevada corporation (the “Company”).

 

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; and

 

WHEREAS, the Company desires to avail itself of the expertise of Lara Mac in the aforesaid areas, in which the Company acknowledges the expertise of Lara Mac.

 

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions herein set forth, the parties hereto agree as follows:

 

1. 

Appointment.

 

The Company hereby appoints Lara Mac to render the advisory and consulting services described in Section 2 hereof for the term of this Agreement and Lara Mac accepts such appointment subject to the terms and conditions herein.

 

2. 

Services.

 

(a)           During the term of this Agreement, Lara Mac shall render to the Company, by and through such of Lara Mac’s officers, employees, agents, representatives and affiliates as Lara Mac, in its sole discretion shall designate, consulting and other advisory services in relation to developing strategic plans for inception of operations, corporate management, the operations of the Company, strategic planning, domestic and international marketing and sales, financial advice, including, without limitation, advisory and consulting services in relation to the selection and retention of candidates for senior management of the Company and its subsidiaries, prospective strategic alliance partners, preparing acquisition growth plans, identifying prospective merger and acquisition candidates, developing value propositions for the Company and acquisition candidates, analyzing financial implications of potential transactions, advising on negotiations regarding terms and conditions of transactions, outlining and managing due diligence issues and due diligence processes, introductions to prospective customers, selection of investment bankers or other financial advisors or consultants, and advice with respect to the capital structure of the Company, equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company (collectively, the “ Services ”).  All Services to be rendered hereunder shall be made by Lara Mac solely on a discretionary basis and solely within the scope of its knowledge and abilities. Nothing herein shall be construed to deem Lara Mac to be acting as a fiduciary to the Company, or an officer or director of the Company, and nothing herein shall be deemed to supersede the authority of any of the officers or directors of the Company.  The officers and directors of the Company shall at all times retain sole authority to accept or reject the advice of Lara Mac and only the officers and directors may bind the Company in respect of any advice given by Lara Mac.

 

 

 


 

 

Management Services Agreement


 

(b)           It is expressly agreed that the Services do not include “Investment Banking Services” meaning any and all investment banking services related to mergers, acquisitions and divestitures made by the Company or any of its subsidiaries, including, without limitation, (i) the sale of assets of the Company, sale of equity interests of the Company, by merger or otherwise, and the acquisition or disposition of any subsidiary or division of the Company, or (ii) the public or private sale of debt or equity interests of the Company, or any of its affiliates or any similar financing transactions.

 

(c)           The Company agrees to undertake any and all of its own due diligence with respect to any and all recommendations made by Lara Mac and no reliance shall be made upon introductions made by Lara Mac as having satisfied any and all due diligence requirements on the part of the Company.

 

3. 

Fees.

 

(a)           In consideration of the rendering of the Services contemplated by Section 2(a) hereof, the Company agrees to pay to Lara Mac a fee consisting solely of nine million, five hundred fifty three thousand, three hundred seventy-seven (9,553,377) shares of Company restricted common stock (the “ Shares ”).  The issuance and delivery of the Shares shall be made to Lara Mac within three (3) business days from the execution and delivery of this Agreement.

 

(b)           The value of the restricted shares of common stock constituting the Fee is deemed to be $0.044 per share, which is equivalent to fifty percent of the average closing trading price of the Company’s common stock during the ninety day period of February 27, 2009, through May 27, 2009.  Such time period is deemed to constitute an objective public capital market valuation of the Company’s stock price, having an aggregate value of $410,666.51 (the “Issue Value”).

 

(d)           The parties hereto acknowledge that Lara Mac may render other services beyond the scope of activities which the parties contemplate as part of the Services herein, as to which Lara Mac shall be entitled to separate compensation that shall be negotiated in good faith by the parties on a case-by-case basis.

 

(c)           Notwithstanding anything to the contrary herein, in the event that the Company is not generating organic revenues (excluding interest and investment income) as of the first anniversary of the date of this Agreement, then all of the Shares constituting the Fee shall be subject to repurchase in the entirety by the Company at a repurchase price equal to the Issue Value.

 

4. 

Out-of-Pocket Expenses

 

In addition to the compensation payable to Lara Mac pursuant to Section 3 hereof, the Company shall, at the request of Lara Mac, upon presentation of reasonable receipts and documentation evidencing Out-of-Pocket Expenses, pay directly, or reimburse Lara Mac for, its reasonable Out-of-Pocket Expenses. For the purposes of this Agreement, the term “ Out-of-Pocket Expenses ” shall mean the amounts actually paid by Lara Mac in cash in connection with its performance of the Services, including, without limitation, reasonable (i) fees and disbursements of any independent accountants, outside legal counsel, consultants, investment bankers, financial advisors and other independent professionals and organizations, (ii) costs of any outside services or independent contractors such as financial printers, couriers, business publications or similar services and (iii) transportation, per diem, telephone calls, word processing expenses or any similar expense not associated with its ordinary operations. All reimbursements for Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable after presentation by Lara Mac to the Company of the statement in connection therewith.  Any and all Out-of-Pocket Expenses in excess of $5,000 per month shall require pre-approval in writing of a duly authorized officer of the Company.

 

 

2


 

 

Management Services Agreement


 

5. 

Indemnification

 

The Company will indemnify and hold harmless Lara Mac and its officers, employees, agents, representatives, members and affiliates (each being an “ Indemnified Party ”) from and against any and all losses, costs, expenses, claims, damages and liabilities (the “ Liabilities ”) to which such Indemnified Party may become subject under any applicable law, or any claim made by any third party, or otherwise, to the extent they relate to or arise out of the performance of the Services contemplated by this Agreement or the engagement of Lara Mac pursuant to, and the performance by Lara Mac of the Services contemplated by, this Agreement. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party hereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim or proceeding in which the Company, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party s


 
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