Modern Round Entertainment Corp - FORM S-1/A - EX-2.2 - ADDENDUM NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT - August 20, 2015

Attached files

file filename
S-1/A - AMENDMENT NO. 5 - Modern Round Entertainment Corpform_s-1.htm
EX-11 - COMPUTATION OF PER SHARE EARNINGS - Modern Round Entertainment Corpex11.htm
EX-16 - LETTER FROM DE JOYA GRIFFITH - Modern Round Entertainment Corpex16.htm
EX-4.C - STOCK CERTIFICATE SPECIMEN - Modern Round Entertainment Corpex4c.htm
EX-3.IA - ARTICLES OF INCORPORATION - Modern Round Entertainment Corpex3ia.htm
EX-10.1 - SOFTWARE AND SERVICES LICENSE AGREEMENT - Modern Round Entertainment Corpex10-1.htm
EX-23.1 - CONSENT OF SEALE & BEERS CPAS - Modern Round Entertainment Corpex23-1.htm
EX-10.4 - INDEPENDENT CONTRACTOR AGREEMENT - Modern Round Entertainment Corpex10-4.htm
EX-99.3 - ORAL AGREEMENT SUMMARY - Modern Round Entertainment Corpex99-3.htm
EX-99.1 - ORAL AGREEMENT SUMMARY - Modern Round Entertainment Corpex99-1.htm
EX-99.2 - ORAL AGREEMENT SUMMARY - Modern Round Entertainment Corpex99-2.htm
EX-23.2 - CONSENT OF STOECKLEIN LAW GROUP LLP - Modern Round Entertainment Corpex23-2.htm
EX-3.IIA - BYLAWS - Modern Round Entertainment Corpex3iia.htm
EX-10.3 - ADDENDUM NO. 1 TO TRANSITION SERVICES AGREEMENT - Modern Round Entertainment Corpex10-3.htm
EX-10.2 - TRANSITION SERVICES AGREEMENT - Modern Round Entertainment Corpex10-2.htm
EX-23.3 - CONSENT OF DE JOYA GRIFFITH - Modern Round Entertainment Corpex23-3.htm
EX-5 - OPINION OF STOECKLEIN LAW GROUP LLP - Modern Round Entertainment Corpex5.htm
EX-2.1 - SEPARATION AND DISTRIBUTION AGREEMENT - Modern Round Entertainment Corpex2-1.htm

 
 
 

ADDENDUM NO. 1 TO
SEPARATION AND DISTRIBUTION AGREEMENT
BY AND BETWEEN
BOLLENTE COMPANIES INC.
AND
NUVOLA, INC.

This addendum to Separation and Distribution Agreement (the "Addendum") is executed on this 9th day of October, 2014, by and between Bollente Companies Inc. (“BOLC”) and Nuvola, Inc. (“Nuvola”); hereinafter collectively the Parties, for purposes of amending and modifying the Separation and Distribution Agreement executed by and between BOLC and Nuvola on August 25, 2014.

WHEREAS, on August 25, 2014 the Parties entered into a Separation and Distribution Agreement wherein, pursuant to subparagraph 1.21 the Record Date means the close of business on June 30, 2014 as determined by the BOLC Board of Directors as the record date for determining stockholders of BOLC entitled to receive shares of Nuvola Common Stock in the Distribution.

WHEREAS, the Parties were required and failed to notify FINRA of the spin-off at least 10 days prior to the Record Date.

WHEREAS, the Parties have determined to extend the Record Date to October 20, 2014 in order to give FINRA 10 days notice of the corporate action pursuant to Rule 10b-17 of the Securities Exchange Act.

NOW, THEREFORE, for and in consideration of the forgoing, and of the mutual covenants, agreements, undertakings, representation and warranties contained herein, the parties hereto agree as follows:

1. The Record Date as described on Subparagraph 1.21 is hereby extended to October 20, 2014.

2. Other than as specifically provided in this Addendum No. 1, all other provisions of the Separation and Distribution Agreement shall remain in full force and effect, the Separation and Distribution Agreement as amended by this Addendum No. 1 constituting the sole and entire agreement between the parties as to the matters contained herein, and superseding any and all conversations, letters and other communications which may have been disseminated by the parties relating to the subject matter hereof, all of which are void and of no effect.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written.


BOLLENTE COMPANIES INC.:
  
NUVOLA, INC.:
     
By: /S/ Robertson J. Orr
  
By: /S/ Jeffrey I. Rassás
Name:  Robertson J. Orr
Title: President
  
Name:  Jeffery I. Rassás
Title: President


 
 
 

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