CONSULTING
AGREEMENT
This Consulting Agreement (this “
Agreement ”) is made and entered into on August 13,
2008 by and between Sahara Media, Inc., a Delaware corporation (the
“ Company ”), 75 Franklin Street, 2
nd Floor, New York, NY 10013 (Fax No. 212-226-7451)
and Aurelian Investments, LLC, a Delaware limited liability company
(“ Consultant ”), 146 West 57
th Street, 50 th Floor, New York, New York 10019 (Fax
No.646-224-8086).
WITNESSETH
WHEREAS , The Company has determined that it is
desirable to retain the Consultant under a consulting
agreement;
WHEREAS , Consultant desires to provide consulting
services to the Company as an independent contractor in accordance
with the terms and conditions of this Agreement;
NOW THEREFORE , with reference to the foregoing facts, the
Company and Consultant agree as follows:
1.
Engagement of Consultant . The
Company hereby engages Consultant and Consultant hereby agrees to
render independent advisory and consulting services for the Company
to the best of its ability, upon the terms and conditions
hereinafter set forth. Such consulting services shall
include, but not be limited to, consulting advice and performance
of services as outlined in Section 2 below.
2.
Services
. During the term of Consultant’s engagement,
Consultant shall perform (by providing to the Company the services
of Maxim Serezhin and Andrey Zouev),
those services related to the Company’s
business as may be reasonably requested by the Company,
including but not limited to the Consultant’s providing
advice, with respect to the Company’s business operations and
developing excel spreadsheets depicting financial, revenue and
competitive pricing models in addition to market analysis on
potential strategic opportunities (collectively, the “
Services ” or “ Work Product”
). All Work Product will be provided directly to the
Chief Executive Officer of the Company or his designeee and all
Work Product will remain the property of the
Company. The Services to be rendered by the Consultant
to the Company shall under no circumstances include, directly or
indirectly, the following: (i) any activities which
could be deemed by the Securities and Exchange Commission to
constitute investment banking or any other activities required by
the Consultant to register as a broker-dealer under the Securities
Exchange Act of 1934; (ii) any activities which could be deemed to
be in connection with the offer or sale of securities in a
capital-raising transaction; or (iii) any market making or
promotional activities regarding or involving the Company’s
common stock.
3.1 In consideration
of the Services to be rendered by Consultant, and the performance
by Consultant of its obligations under this Agreement, within the
earlier of (a) seven days of the consummation of a transaction
pursuant to which the shareholders of the Company exchange all of
their issued and outstanding shares of common sock of the Company
for shares in a corporation (“Pubco”) whose
common stock is included for quotation on the Over-the-Counter
Bulletin Board (the “Reorganization”), or (b) February
11, 2009, the Consultant shall be issued a a total of 200,000 share
of the Common Stock of Pubco (or, if the Reorganization has not
been consummated as of the date of the issuance of such shares, the
Company), of which 50,000 shares shall be issued within the earlier
of (a) seven days of the consummations of the Reorganization and
(b) February 11, 2009 (the “First Stock Issuance Date”)
and thereafter the balance shall be issued as follows:
(i) 50,000 shares of the restricted
Common Stock of Pubco (or, if the Reorganization has not been
consummated, the Company) shall be issued to the Consultant six
months after the First Stock Issuance Date (the “Second Stock
Issuance Date”);
(ii) 50,000 shares of the Common
Stock of Pubco (or, if the Reorganization has not been consummated,
the Company) shall be issued to Consultant six months after the
Second Issuance Date (the “Third Stock Issuance
Date”);
(iii) 50,000 shares of the Common
Stock of Pubco (or, if the Reorganization has not been consummated,
the Company) shall be issued to Consultant six months after
the Third Stock Issuance Date.
3.2 In addition to the
consideration to be paid to the Consultant pursuant to Section 3.1,
the Consultant shall be issued options (in a form acceptable to the
Company) to purchase an aggregate of 200,000 shares of the common
stock of Pubco (or, if the Reorganization has not been consummated
as of the date of the issuance of such options, the Company) at
$1.50 per share (subject to adjustment as provided on the option),
as follows:
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An Option to
purchase 50,000 shares of the restricted common stock of Pubco (or,
if the Reorganization has not been consummated, the Company) shall
be issued to the Consultant at the earlier of (a) six months after
the consummation of the Reorganization, or (b) August 11, 2009 (the
“First Option Issuance Date”), unless this Agreement is
terminated prior to the First Option Issuance Date in which case
such Option shall not be granted;
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An Option to
purchase 50,000 shares of the restricted common stock of Pubco (or,
if the Reorganization has not been consummated, the Company) shall
be issued to the Consultant six months after the First Option
Issuance Date (the “Second Option Issuance Date”),
unless this Agreement is terminated prior to the Second Option
Issuance Date in which case such Option shall not be
granted;
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An Option to
purchase 50,000 shares of the restricted common stock of Pubco (or,
if the Reorganization has not been consummated, the Company) shall
be issued to the Consultant six months after the Second Option
Issuance Date (the “Third Option Issuance Date”);
unless this Agreement is terminated prior to the Third Option
Issuance Date in which case such Option shall not be
granted;
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An Option to
purchase 50,000 shares of the restricted common stock of Pubco (or,
if the Reorganization has not been consummated, the Company) shall
be issued to the Consultant six months after the Third Option
Issuance Date (the “Fourth Option Issuance Date”);
unless this Agreement is terminated prior to the Fourth Option
Issuance Date in which case such Option shall not be
granted.
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3.3 The Company agrees to reimburse
Consultant on a pre-approved basis for all of Consultant’s
reasonable out-of-pocket fees, expenses and costs (over $250.00)
incurred in connection with the performance of Consultant’s
services under this Agreement, provided the Consultant presents the
Company with appropriate receipts for such expenses.
Notwithstanding anything to the contrary herein, the Consultant
hereby agrees that the Consultant will use his own materials,
including laptop, cell phone, car and blackberry in order to
provide the Services and will not be reimbursed for the use of
these materials.
4.
Term . The engagement of Consultant shall
commence on August 11, 2008 and shall continue until the earliest
to occur of the following (the “Consulting
Period”):
4.1 The earlier of
eighteen month from the date of the consummation of the
Reorganization or August 11, 2011.
4.2 Upon death or
disability of Maxim Serezhin or Andrey Zouev;
4.3 By the Company
“with cause,” effective upon delivery of written notice
to Consultant given at any time (without any necessity for prior
notice) if any one or more of the following shall occur:
4.3.1
a breach of this Agreement by Consultant, which breach
has not been cured within 5 days after a written demand for such
performance is delivered to Consultant by the Company that
reasonably identifies the manner in which the Company believes that
Consultant has breached this Agreement;
4.3.2 any act or event
which inhibits Consultant from fully performing his
responsibilities to the Company in good faith;
4.3.3 a felony
conviction of Maxim Serezhin or Andrey Zouev;
4.3.4 breach of the
confidentiality obligations of Consultant, Maxim Serezhin and/or
Andrey Zouev under this Agreement; or if
4.3.5 Consultant, Maxim
Serezhin, and/or Andrey Zouev commit any act of material
dishonesty, carelessness or misconduct.
4.4 Upon notice from
the Company to Consultant other than pursuant to Section 4.2 or
4.3.
If this Agreement is terminated
prior to the end of the Consulting Period, the Company shall pay to
Consultant all fees earned and all reasonable expenses incurred
(provided such expenses were pre-approved as provided by this
Agreement) as of the time of such termination.
5.
Representations and Warranties of Consultant
.
5.1 Consultant is under no contractual
restriction or other restrictions or obligations that are
inconsistent with this Agreement, the performance of its duties and
the covenants hereunder.
5.2 Consultant has had the
opportunity to ask questions of, and to receive answers from,
appropriate executive officers of the Company with respect to the
terms and conditions of the transactions contemplated hereby and
with respect to the business, affairs, financial condition and
results of operations of the Company.
5.3 Consultant
acknowledges that the acquisition of the securities to be issued
pursuant to this Agreement (the “Securities”) involves
a high degree of risk including, but not limited to, the following:
(a) the Company remains a development stage business with a limited
operating history; (b) an investment in the Securities and Pubco is
highly speculative, and only investors who can afford the loss of
their entire investment should consider investing in Pubco and the
Securities; (c) the Consultant may not be able to liquidate the
Securities; (d) transferability of the Securities is extremely
limited; and (e) the Company and Pubco may issue additional
securities in the future which have rights and preferences that are
senior to those of the Securities.
5.4 Consultant represents that the
Securities that the Consultant will acquire pursuant to this
Agreement will be acquired for investment, and not with a view to
the resale or distribution of any part thereof, and that the
Consultant has no present intention of selling, granting any
participation in, or otherwise distributing the same. Consultant
further represents that the Consultant does not presently have any
contract, undertaking, agreement or arrangement with any person to
sell or transfer to such person or to any third person, with
respect to any of the Securities.
5.5 Consultant acknowledges that the
Common Stock and Option being issued pursuant to this
Agreement and the shares of common stock issuable upon exercise of
the Option have not been, and will not when issued be, registered
under the Securities Act of 1933, as amended (the “Securities
Act”). The Consultant acknowledges that the
Securities will be when issued “restricted securities”
under applicable U.S. federal and state securities laws and that,
pursuant to these laws, the Consultant must hold the Securities
indefinitely unless they are registered with the Securities and
Exchange Commission and qualified by state authorities or an
exemption from such registration and qualification requirements is
available. The Consultant acknowledges that
