Tel: 212 618 1645 Fax: 212 618 1644
Exhibit
10.23
00
Xxxx Xxxxxx, 00xx
Xxxxx Xxx Xxxx, XX 00000
Tel:
000 000 0000 Fax: 000 000 0000
xxx.xxxxxxxxxxxx.xxx
August
11, 2008
Sahara
Media, Inc.
00
Xxxxxxxx Xxx. 0xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Xx.
Xxxxxxxx Xxxxxxxx, CEO
Dear
Xx. Xxxxxxxx:
Reference is made to the letter agreement between
Xxxx Xxxxxx Financial, Inc. (“Xxxx Xxxxxx Financial”) and Sahara Media, Inc.
(the “Company”), dated May 21, 2008, as amended by the letter dated August 1,
2008 (the “First Amendment”) (as amended by the First Amendment, the “Original
Agreement”). This letter (this “Amendment”) memorializes certain
amendments that the Company and Xxxx Xxxxxx Financial want to make to the
Original Agreement. All capitalized terms not defined herein
shall have the same meanings as in the Original Agreement.
1.
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Amendments.
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1.1
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For
the avoidance of doubt, all references in the Original Agreement and this
Amendment to the issuance of securities by the Company shall be deemed to
be references to the issuances of securities by Mac Filmworks, Inc. and
not to the issuances of securities by the
Company.
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1.2
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Section
3 of the Original Agreement (Securities and Compensation) shall be amended
and restated as follows:
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In
consideration of the services set forth above, within 120 days of the date
hereof, the Company shall, upon the completion of the Offering, as hereinafter
defined, issue to Xxxx Xxxxxx Financial, Three Million (3,000,000) shares
of common stock, and a warrant to purchase an additional One Million
(1,000,000) shares of the Company’s common stock at $1.3 0 per
share. These warrants may be exercised on a cashless basis. Subject
to the applicable rules and regulations and interpretations of the Securities
and Exchange Commission, including, without limitation, Rule 415 under the
Securities Act of 1933, the shares of common stock issuable upon exercise of the
aforementioned warrants will also be granted piggy-back registration rights
until and unless such shares may be sold pursuant to Rule 144 under the
Securities Act of 1933. Upon the completion of a private
placement of the securities of the Company commencing in August 2008, pursuant
to which at least $8,000,000 in gross proceeds is raised for the Company though
the direct efforts of Xxxx Xxxxxx Financial, Xxxx Xxxxxx Xxxxx Financial shall
receive Four Hundred Thousand Dollars ($400,000) from the proceeds of the
private placement.”
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2.
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Prior
Agreements. This Amendment shall completely
and fully supersede all other and prior agreements and correspondence
(both written and oral) by and between the Company and Xxxx Xxxxxx
Financial with respect to the subject matter of this
Amendment. Except as expressly amended hereby, the Original
Agreement shall remain in full force and
effect.
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3.
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No
Implied Waivers. Except as expressly set forth herein, nothing
herein shall constitute an express or implied waiver of any provision of
the Original Agreement, and in all other respects the Original Agreement
is specifically ratified, restated and confirmed by all parties hereto as
of the effective date
hereof.
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4.
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Counterparts. This
Amendment may be executed in any number of counterparts, with the same
effect as if all the signatures on such counterparts appeared on one
document. Each such counterpart shall be deemed to be an
original, but all such counterparts together shall constitute one and the
same
instrument.
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5.
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Amendments. This
Amendment may not be amended, waived, modified, supplemented or terminated
in any manner whatsoever except by a written instrument signed by the
Company and Xxxx Xxxxxx
Financial.
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6.
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Binding
on Successors. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and
permitted.
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7.
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Invalidity. Any
provision of this Amendment that may be determined by a court of competent
jurisdiction to be prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
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Each
party hereto hereby acknowledges and agrees to the terms set forth in this
letter agreement, as evidenced by such party's execution or acknowledgement of
this letter agreement below.
Very truly yours, | |||
Xxxx Xxxxxx Financial, Inc. | |||
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By:
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/s/ Xxxxxx Xxxxxxx | |
Confirmed
and Agreed to:
This 11th
day of August, 2008
SAHARA
MEDIA, INC
By:
/s/ Xxxxxxxx Xxxxxxxx
XX
Title: Chief
Executive Officer
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