Tel: 212 618 1645 Fax: 212 618 1644
Exhibit 10.15
Confirmed and Agreed to:
▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: ▇▇▇
▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
August 1,
2008
Sahara
Media, Inc.
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▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO
Dear ▇▇.
▇▇▇▇▇▇▇▇:
Reference is made to the letter
agreement between ▇▇▇▇ ▇▇▇▇▇▇ Financial, Inc. (“▇▇▇▇ ▇▇▇▇▇▇ Financial”) and
Sahara Media, Inc. (the “Company”), dated May 21, 2008 (the “Original
Agreement”). This letter memorializes certain amendments that the
Company and ▇▇▇▇ ▇▇▇▇▇▇ Financial want to make to the Original
Agreement. All capitalized terms not defined herein shall have
the same meanings as in the Original Agreement.
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1.
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Amendments.
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1.1
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Section
3 of the Original Agreement (Securities and Compensation) shall be amended
and restated as follows:
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“3.
Investment Banking
Fee. 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 ▇▇▇▇ ▇▇▇▇▇▇ Financial, 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 ▇▇▇▇ ▇▇▇▇▇▇ Financial, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Financial shall receive Four Hundred
Thousand Dollars ($400,000) from the proceeds of the private
placement.”
1.2 . Section 4 of the
Original Agreement is amended and restated as follows:
“4.
Placement of
Securities and Compensation.
(i)
Fee. Upon the execution of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇ Financial and
the Company will structure offerings of the Company’s securities, on such terms
and conditions as are mutually agreed to and thereafter, ▇▇▇▇ ▇▇▇▇▇▇ Financial
shall use its best efforts to raise the Company gross proceeds of up to
Ten Million Dollars ($10,000,000 ). It is presently
contemplated that offering will be made in one (1) tranche (the “Financing” or
“Offering”) as follows: up
to 80 Units of the Company’s securities, at $125,000 per Unit, each Unit
consisting of 100,000 shares of the Company’s common stock and a warrant to
purchase 100,000 shares of the Company’s common stock at $2.50 per share
(“Investor Warrants”). In connection with the Financing, ▇▇▇▇ ▇▇▇▇▇▇ Financial
compensation shall be as follows:
| (a) | a ten (10%) percent commission and a three (3%) percent non-accountable expense allowance on all funds raised in the Offering. | |
| (b) | Upon the exercise of the Investor Warrants, all or in part, ▇▇▇▇ ▇▇▇▇▇▇ Financial will receive ten (10%) percent commission of the gross proceeds received by the Company from the exercise of the Warrants and three percent (3%), of the gross proceeds received by the Company from the exercise of the Warrants, non accountable expense allowance. | |
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(c)
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▇▇▇▇
▇▇▇▇▇▇ Financial will also be issued one share of Common Stock for every
four Investor Warrants that are exercised within 12 months of the date on
which the registration statement registering the resale of the Common
Stock issuable upon the exercise of such Investor Warrants has been
declared effective by the Securities and Exchange
Commission. 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
issued pursuant to this Subsection 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.
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(ii). Fee
Tail. ▇▇▇▇ ▇▇▇▇▇▇ Financial shall be entitled to the fee
described above, including warrants, calculated in the manner provided herein
with respect to any subsequent public or private offering or other financing or
capital-raising transaction of any kind (“Subsequent Financing”) to the extent
that such financing or capital is provided to the Company, or to any affiliate
of the Company, by investors whom ▇▇▇▇ ▇▇▇▇▇▇ Financial had introduced, directly
or indirectly, to the Company during the Term of this Agreement (such investors
shall be agreed upon by ▇▇▇▇ ▇▇▇▇▇▇ Financial and the Company and listed on
Exhibit A hereto, which Exhibit A may be revised from time to time upon the
agreement of ▇▇▇▇ ▇▇▇▇▇▇ Financial and the Company, which agreement may consist
of an exchange of electronic mail) if such Subsequent Financing is consummated
at any time within the 18-month period following the expiration or termination
of this Agreement (the “Tail Period”).
(iii) Securities
Matters. The Company shall be responsible for any and all compliance
with the securities laws applicable to it, including Regulation D and the
Securities Act of 1933, and Rule 506 promulgated thereunder, and unless
otherwise agreed in writing, all state securities (“blue sky”) laws. ▇▇▇▇ ▇▇▇▇▇▇
Financial agrees to cooperate with counsel to the Company in that
regard.”
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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 ▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇▇ 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, | |||
| ▇▇▇▇ ▇▇▇▇▇▇ Financial, Inc. | |||
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Director of Investment Banking | |||
Confirmed and Agreed to:
This
5th
day of August, 2008
| SAHARA MEDIA, INC | |||
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By:
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ | |
| Chief Executive Officer | |||
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