AGREEMENT
OF
TERMINATION AND
RELEASE
AGREEMENT OF TERMINATION AND RELEASE,
made this 31st day of December 2008
(the “Agreement”), by and among Sahara Media, Inc.
(“Sahara”), Sahara Media Holdings, Inc. (the
“Parent”), Marathon Advisors (“Marathon”),
and Brian Rodriguez (“Rodriguez”). Sahara,
the Parent, Marathon and Rodriguez collectively shall be referred
to as the “Parties.”
WHEREAS , Sahara and Marathon have entered into an
Engagement Agreement dated July 1, 2008 (the “Engagement
Agreement”), which, among other things, contains certain
rights, obligations, and duties of Sahara and Marathon;
WHEREAS , pursuant to the Engagement Agreement, Marathon
agreed to provide Rodriguez or another qualified individual to
serve as a consultant to Sahara, on the terms and conditions set
forth therein;
WHEREAS , pursuant to the Engagement Agreement, Marathon
was issued 100,000 shares (the “Common Shares”) of
common stock of the Parent, and a warrant to purchase 300,000
shares of common stock of the Parent (the
“Warrant”);
WHEREAS , the Parties desire to mutually terminate the
Engagement Agreement; and
WHEREAS , the Parties desires to release each of the
other Parties from any and all claims including, without
limitation, in connection with or relating to the Engagement
Agreement;
NOW THEREFORE, in consideration of the mutual covenants and
other good and valuable considerations hereinafter contained, the
Parties agree as follows:
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Recitals . The above recitals are incorporated
into this Agreement.
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Mutual
Termination of the Engagement Agreement . The Engagement Agreement is hereby
terminated so as to be rendered null and void and of no further
force and effect, and the Parties (and their assignees) are hereby
relieved of all of their respective obligations thereunder.
Notwithstanding the foregoing, Marathon’s obligations to hold
in confidence the Confidential Information (as defined in the
Engagement Agreement) pursuant to Section 9(a) of the Engagement
Agreement shall remain the same and in full force and
effect.
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Piggy-back
Registration Rights on Common Shares . Subject to the
applicable rules and regulations and interpretations of the
Securities and Exchange Commission (the “SEC”),
including, without limitation, Rule 415 under the Securities Act of
1933 as amended (the “Securities Act”), until and
unless such Common Shares may be sold pursuant to Rule 144 under
the Securities Act, Marathon shall have such registration rights
with respect to the Common Shares as are set forth in this Section
3. Without limiting the generality of the foregoing, in the event
that the SEC limits the amount of securities that may be sold by
the selling security holders in a particular registration
statement, the Parent may scale back from such registration
statement all or any portion of the Common Shares. If at any time
after the date hereof, the Parent shall determine to prepare and
file with the SEC a registration statement relating to an offering
for its own account or the account of others of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated
under the Securities Act), or their then equivalents, relating to
equity securities to be issued solely in connection with any
acquisition of any entity or business or equity securities issuable
in connection with stock option or other employee benefit plans,
then the Parent shall send a written notice of such determination
to Marathon and, if within ten calendar days after the date of
delivery of such notice, Marathon shall so request in writing, the
Parent shall include in such registration statement all or any part
of the Common Shares as Marathon requests to be registered so long
as such Common Shares are proposed to be disposed in the same
manner as those securities set forth in the registration statement;
provided, however, if the offering is an underwritten offering and
was initiated by the Parent or at the request of a shareholder, and
if the managing underwriters advise the Parent that the inclusion
of Common Shares requested to be included in the registration
statement would cause an adverse effect on the success of any such
offering, based on market conditions or otherwise (an "Adverse
Effect"), then the Parent shall be required to include in such
registration statement, to the extent of the amount of securities
that the managing underwriters advise may be sold without causing
such Adverse Effect, (a) first, the securities of the Parent and
(b) second, the shares, including the Common Shares, of all
shareholders, on a pro rata basis, requesting registration and
whose shares the Parent is obligated by contract to include in the
registration statement; provided, further, however, to the extent
that all of the Common Shares are not included in the initial
registration statement, Marathon shall have the right to request
the inclusion of its Common Shares in subsequent registration
statements until all such Common Shares have been registered in
accordance with the terms hereof. If the offering in
which the Common Shares are being included in a registration
statement is a firm commitment underwritten offering, unless
otherwise agreed by the Parent, Marathon shall sell its Common
Shares in such offering using the same underwriters and, subject to
the provisions hereof, on the same terms and conditions as the
other shares of Common Stock that are included in such underwritten
offering. Without limiting the generality of the
foregoing, the Parent acknowledges that it has a registration
statement on Form S-1 pending before the SEC, File No. 333-155205
(the “Pending S-1”), and the Parent agrees to use its
reasonable best efforts to include the Common Shares in the Pending
S-1.
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Return of
Warrant . Within
five business days of the date of this Agreement, Marathon shall
return the original Warrant to the Parent. Within five
business days of receipt by the Parent of the original Warrant, the
Parent shall deliver to Marathon a warrant to purchase 100,000
shares of common stock of the Parent, which shall otherwise be
subject to the same terms and conditions as the Warrant. Without
limiting the foregoing, effective the date hereof, Marathon and the
Parent hereby agree that the Warrant shall be deemed to be for the
purchase of 100,000 shares of common stock
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