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:
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.
(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.
(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.
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.
Management Services
Agreement
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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