Amendment No. 1 to Management Agreement
Amendment
No. 1 to Management Agreement
THIS
AMENDMENT
is made
as of August 1, 2008, by and between ▇▇▇▇▇▇
Management, LLC (“▇▇▇▇▇▇”) and Asianada, Inc. (the “Company”).
WHEREAS,
the
Company entered into that certain Management Agreement with ▇▇▇▇▇▇, dated July
11, 2007 (the “Agreement”); and
WHEREAS,
each of
the Company and ▇▇▇▇▇▇ desire to amend the Agreement to provide that, at the
option of ▇▇▇▇▇▇, the payment of the termination fee set forth in Section 7(b)
of the Agreement may be satisfied by the delivery of shares of the Company’s
common stock, par value $0.001 per share, or other securities that may be issued
in the event the Company consummates a financing in connection with a change
of
control or similar transaction of the Company.
NOW
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
| 1. |
Amendment.Section
7(b) of the Agreement is hereby deleted in its entirety and replaced
with
the following: “The Company may terminate this Agreement effective
immediately by (i) giving written notice of termination to Manager,
and
(ii) concurrently therewith, making payment of a termination fee
of
$1,000,000 to Manager, which such payment of the termination
fee set forth above may be satisfied, at the option of Manager,
by
the delivery of shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”) or other securities that may be issued by the
Company in the event the Company consummates a financing in connection
with a change of control or similar transaction involving the Company,
calculated
based on the value of the shares of Common Stock or other securities
sold
or issued by the Company in such financing transaction.”
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| 2. |
This
Amendment constitutes the entire agreement and understanding between
the
parties hereto with respect to the subject matter hereof and supersedes
all prior oral or written agreements, representations or understandings
between the parties relating to the subject matter hereof. The
statements
and agreements in this Amendment shall be binding on the parties
hereto
and their respective successors and assigns and shall inure to
the benefit
of the parties hereto and their respective successors and assigns.
This
Amendment may be executed in any number of counterparts, and by
different
parties hereto on separate counterparts, each of which shall be
deemed an
original, but all of which together shall constitute one and the
same
instrument.
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Acknowledged
and agreed to:
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By:
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
Chief Financial Officer
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▇▇▇▇▇▇
MANAGEMENT, LLC
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By:
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/s/
▇▇▇ ▇▇▇▇▇
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Name:
▇▇▇ ▇▇▇▇▇
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Title:
Director
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