ex1022.htm


    Exhibit
10.22

     

    PURCHASE
AGREEMENT

     

    THIS PURCHASE AGREEMENT (this
“Agreement”) is made and entered into as of June 9, 2008 by and
between  Sahara Media, Inc., Inc., a Delaware corporation (the
“Company”) having an address at 75 Franklin Street, 2nd Floor,
New York, NY 10013 and the undersigned Purchaser.

     

    
      	
              1.  

            	
              Purchase.

            


    

     

    Subject
to the terms and conditions hereof, the undersigned Purchaser (“Purchaser”)
hereby purchases from the Company, and the Company hereby issues and sells to
the Purchaser, 100,000 shares of common stock of the Company (the "Shares") at
$.50 per Share for a total consideration of $50,000 (the “Purchase
Price”).

     

    
      	
              2.  

            	
              Representations
      and Warranties.

            


    

     

    In
consideration of the sale of the Shares, the Company and Purchaser agree to be
legally bound by the following warranties and representations made by the
Company and Purchaser:

     

    
      	
              (a)  

            	
              Neither
      the Company nor any person acting on behalf of the Company has offered to
      sell, offered for sale or sold the Shares by means of general solicitation
      or general advertising, or in any other manner outside the
      Agreement.

            


    

     

    
      	
              (b)  

            	
              Purchaser
      is aware that an investment in the Shares is a speculative investment
      which involves a substantial degree of risk.  Purchaser
      represents and warrants that he is an “accredited investor” within the
      meaning of Regulation D under the Securities Act of 1933, as amended (the
      “Securities Act”). Purchaser warrants that he has such sufficient
      requisite knowledge and experience in business and financial matters that
      Purchaser is capable of evaluating the merits and risks of an investment
      in the Company. Purchaser understands that the Company is relying on
      Purchaser’s representations for the purposes of confirming Purchaser’s
      suitability as a purchaser of the Shares. Purchaser understands and agrees
      that the Shares have not been registered under the Securities Act of 1933
      or any applicable state securities laws, by reason of their issuance in a
      transaction that does not require registration under the Securities Act
      (based in part on the accuracy of the representations and warranties of
      the Purchaser contained herein), and that such Shares must be held
      indefinitely unless a subsequent disposition is registered under the
      Securities Act or any applicable state securities laws or is exempt from
      such registration.

            


    

     

    
      	
              (c)  

            	
              Purchaser
      understands that the rights to such Shares being purchased hereunder are
      being acquired in a private transaction for investment purposes solely for
      Purchaser’s own account and not on behalf of other persons, and not with a
      view to or for the resale, distribution, subdivision, or fractionalization
      thereof; Purchaser has no present plans to enter into any contract,
      undertaking, agreement, or arrangement for any such resale, distribution,
      subdivision, or fractionalization thereof.  Purchaser agrees
      that he will not sell, assign, pledge, give, transfer or otherwise dispose
      of any or all of the Shares or any interest therein unless and until
      Purchaser has complied with all applicable provisions of federal and state
      securities laws.

            


    

     

    
      
        Purchaser
Initials ______________

      

    

    
      
        
        

      

      
        Page 1 of
6

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              Purchaser
      has reviewed his or her financial condition and
      commitments.  Based upon such review, the Purchaser is satisfied
      that he or she has adequate means of providing for his or her financial
      needs and possible contingencies as well as those of any dependents, and
      that he or she does not have any current or foreseeable future need for
      liquidity of the funds being utilized in the purchase of the
      Shares.  Purchaser is capable of bearing the economic risk of
      the investment in the Shares and the constituent securities thereof for
      the indefinite future.  At this time, Purchaser has assets or
      sources of income which, if taken together, are more than sufficient so
      that Purchaser could bear the risk of loss of his entire investment in the
      shares and their constituent
securities.

            


    

     

    
      	
              (e)  

            	
              Purchaser
      is aware that this transaction has not been reviewed by the United States
      Securities and Exchange Commission or by any state securities
      authorities.  No agency, federal or state, has passed upon the
      fairness or merits of this
investment.

            


    

     

    
      	
              (f)  

            	
              Purchaser
      is at least 18 years of age.

            


    

     

    
      	
              (g)  

            	
              Purchaser
      represents that he/she has conducted adequate due diligence on the
      Company, has reviewed its technology, financial condition, risk factors,
      management, legal matters, licensing agreements, revenue and pricing
      models, market environment and any other relevant information and accepts
      these risks and is able to bare the economic risk of the
      investment.

            


    

     

    
      	
              (h)  

            	
              The
      foregoing representations, warranties and covenants are true and accurate
      as of the date hereof and shall be true and accurate as of the date of
      completion of the private sale.  If such representations and
      warranties shall not be true and accurate in any respect prior to
      completion of the private sale, Purchaser shall give written notice of
      such fact to the Company, specifying which representations and warranties
      are not true and accurate and the reasons
  therefor.

            


    

     

    
      	
              3.  

            	
              Indemnification.

            


    

     

    Purchaser
acknowledges that he or she understands the meaning and legal consequences of
the representations and warranties contained herein, and Purchaser hereby agrees
to indemnify and hold harmless the Company, its directors, officers and
representatives, and any person controlling them within the meaning of Section
15 of the Securities Act, from and against any and all claim, loss, damage,
expense and liability whatsoever (including but not limited to, any and all
expenses whatsoever reasonably incurred by investigating, preparing or defending
any litigation commenced or threatened or any claim whatsoever)  based
upon, due to or arising out of a breach of any representation or warranty or
covenant of the undersigned contained in this Agreement.

     

     

    
      
        Purchaser
Initials ______________

      

    

    
      
        
        

      

      
        Page 2 of
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    Purchaser
acknowledges that he/she is making this investment entirely on the merit of
his/her due diligence.  Purchaser represents and warrants that no
verbal representations or inducements have been made by the Company, its
representatives, agents, or deemed agents, as to the viability of this
investment, the technology or its ability to remain an ongoing
concern.

     

    
      	
              4.  

            	
              Piggyback
      Registration Rights

            


    

     

    The
Purchaser shall have piggy-back registration rights with respect to the Shares
subject to the conditions set forth below. If the Company participates (whether
voluntarily or by reason of an obligation to a third party) in the registration
of any shares of the Company’s common stock (except in connection with an
offering on Form S-8 or other inappropriate form), the Company shall give
written notice thereof to the Purchaser and the Purchaser shall have the right,
exercisable within ten (10) business days after receipt of such notice, to
request inclusion of all or a portion of the Shares in such registration
statement (the “Registration Statement”).  If the Purchaser exercises
such election, the Company shall use reasonable efforts to include the Shares so
designated in the Registration Statement at no cost or expense to the Purchaser
(other than any commissions, if any, relating to the sale of the Shares),
subject to registration limitations (or guidelines) imposed by the Securities
and Exchange Commission pursuant to Rule 415 of the Securities
Act.   The Purchaser’s rights under this Section 4 shall expire
at such time as the Purchaser can sell all of the Purchaser’s remaining Shares
under Rule 144 under the Securities Act without volume or other restrictions or
limit.

     

    
      	
              5.  

            	Miscellaneous.


    

     

    
      	
              (a)  

            	
              This
      Agreement constitutes the entire agreement between the parties with
      respect to the subject matter hereof and supersedes all prior negotiations
      and understandings which are deemed to have been merged
      herein.  No representations were made or relied upon by either
      party, other than those expressly set forth
  herein.

            


    

     

    
      	
              (b)  

            	
              This
      writing shall be amended only by a further writing.  No agent,
      employee, or other representative of any party is empowered to alter any
      of the terms hereof, including specifically this Paragraph, unless done in
      writing and signed by both parties.

            


    

     

    
      	
              (c)  

            	
              Whenever
      required by the context hereof the masculine gender shall be deemed to
      include the feminine and neuter, and the singular member shall be deemed
      to include the plural.  Time is expressly declared to be of the
      essence of this Agreement.

            


    

     

    
      
        Purchaser
Initials ______________

      

    

    
      
        
        

      

      
        Page 3 of
6

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              This
      Agreement shall be deemed to have been mutually prepared by all parties
      and shall not be construed against any particular party as the
      draftsman.  The invalidity of any one or more of the words,
      phrases, sentences, clauses, sections or subsections contained in this
      Agreement shall not affect the enforceability of the remaining portions of
      this Agreement or any part hereof, all of which are inserted conditionally
      on their being valid in law, and, in the event that any one or more of the
      words, phrases, sentences, clauses, sections or subsections contained in
      this Agreement shall be declared invalid by a court of competent
      jurisdiction, this Agreement shall be construed as if such invalid word or
      words, phrase or phrases, sentences or sentences, clause or clauses,
      section or sections, or subsections or subsections had not been
      inserted.

            


    

     

    
      	
              (e)  

            	
              The
      validity, interpretation, and performance of this Agreement shall be
      controlled by and construed under the internal laws of the State of New
      York, without reference to principles of conflict of laws or choice of
      laws.  Any action brought by either party against the other
      concerning the transactions contemplated by this Agreement shall be
      brought only in the state courts of New York or in the federal courts
      located in the state of New York.  In any legal action or other
      proceeding involving, arising out of or in any way relating to this
      Agreement, the prevailing party shall be entitled to recover reasonable
      attorneys’ fees, costs, and expenses of
  litigation.

            


    

     

    
      	
              (f)  

            	
              The
      failure of any party to object to, or to take affirmative action with
      respect to, any conduct of any other party which is in violation of the
      terms of this Agreement shall not be construed as a waiver of such
      violation or breach, or of any future breach, violation, or wrongful
      conduct.  No delay or failure by any party to exercise any right
      under this Agreement, and no partial or single exercise of that right,
      shall constitute a waiver or exhaustion of that or any other right, unless
      otherwise expressly provided
herein.

            


    

     

    
      	
              (g)  

            	
              Headings
      in this Agreement are for convenience only and shall not be used to
      interpret or construe its
provisions.

            


    

     

    
      	
              (h)  

            	
              This
      Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original but all of which together shall be construed one and
      the same instrument.

            


    

     

    
      	
              (i)  

            	
              The
      provisions of this Agreement shall be binding upon and inure to the
      benefit of each of the parties and their respective heirs, successors and
      assigns.

            


    

     

    
      	
              (j)  

            	
              The
      parties acknowledge that the Company is paying John Thomas Financial a
      commission of 10% of the Purchase Price and a non-accountable expense
      allowance of  3% of the Purchase
  Price.

            


    

     

    


     

    THE REST
OF THIS PAGE IS INTENTIONALLY LEFT BLANK

     

     

     

    
      
        Purchaser
Initials ______________

      

    

    
      
        
        

      

      
        Page 4 of
6

        
          

        

      

      
        
        

      

    

     

    The
parties hereto have executed this Agreement as of the date and year first above
written.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	SAHARA Media,
      Inc.	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	/s/ Philmore
      Anderson IV	 
	 	 	Philmore
      Anderson IV	 
	 	 	Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	[Purchaser]	 
	 	 	 	 
	 	 	/s/ Kevan Walker	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

     

    
 

     

    


     

    


    
      Purchaser
Initials ______________

    

    
      
        
        

      

      
        Page 5 of
6

        
          

        

      

      
        
        

      

    

    


     

    ALL
PURCHASERS MUST INITIAL ONE OR MORE OF THE FOLLOWING:

     

    1.           I
certify that I am an accredited investor because (i) I had individual income
(exclusive of any attributable to my spouse) or more than $200,000 in each of
the most recent two years and I reasonably expect to have an individual income
in excess of $200,000 for the current year, or (ii) I, together with my spouse,
had joint income in excess of $300,000 in each of the two most recent years and
reasonably expect to have joint income in excess of $300,000 for the current
year.

     

    INITIAL
IF APPLICABLE: ________________

     

    2.           I
certify that I am an accredited investor because I have an individual net worth,
or my spouse and I have a joint net worth, in excess of
$1,000,000.  For purposes of this questionnaire, “net worth” means the
excess of total assets at market value, including home and personal property,
over total liabilities.

     

    INITIAL
IF APPLICABLE: ________________

     

    


     

    ­­­­­­­­­­­­­­_________________________________                                                             ______________________________

     

    Signature
of
Investor                                                                                                     State
of Residency

     

    


     

    _________________________________                                                             ______________________________

     

    Name of
Investor
(print)                                                                                                Date

     

    


     

    Address:  __________________________________

     

    __________________________________________

     

    __________________________________________

     

    __________________________________________

     

    __________________________________________

     

    


     

    
      
        Purchaser
Initials ______________

      

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