ex101.htm


    Exhibit
10.1

    
 

    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:

     

    
      	
               
      

            	
              1.

            	
              Recitals.  The
      above recitals are incorporated into this
  Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	      
              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.

            


    

     

    
      	
               
      

            	
              3.

            	      
              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.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              4.

            	      
              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 of the Parent, and that the
      Warrant shall otherwise remain the same and in full force and
      effect.

            


    

     

    
      	
               
      

            	
              5.

            	
              Cash Payment Upon
      Receipt of Funds From Warrant Exercise Under Private Placement
      Memorandum.  Within five business days of receipt by the
      Parent of an aggregate of at least $1,000,000 in cash from the exercise of
      warrants issued pursuant to that certain private placement memorandum,
      dated August 11, 2008, of the Parent, and the subscription agreements
      entered into in connection therewith, the Parent shall pay or cause to be
      paid to Marathon $50,000 in cash, by check to the address set forth in the
      Engagement Agreement, or such other address as shall be provided by
      Marathon or Rodriguez, or by wire transfer at such wire instructions as
      shall be provided by Marathon or
Rodriguez.

            


    

     

    
      	
               
      

            	
              6.

            	
              Marathon and Rodriguez
      Release.  Marathon and Rodriguez (and their past, present
      and future officers, directors, employees, servants, agents,
      representatives, successors, predecessors, divisions, subsidiaries,
      parents, affiliates, business units, and assigns of each of them) each
      hereby release Sahara and the Parent (and their past, present and future
      officers (including, without limitation, Philmore Anderson IV), directors,
      employees, servants, agents, representatives, attorneys, successors,
      predecessors, divisions, subsidiaries, parents, affiliates, business
      units, and assigns of each of them) from any and all claims, demands,
      damages, actions, causes of action or suits at law or in equity of
      whatever kind or nature, liabilities, verdicts, debts, judgments, liens
      and injuries, whether based upon the Engagement Agreement or any other
      legal or equitable theory of recovery, known or unknown, past, present or
      future, suspected to exist or not suspected to exist, anticipated or not
      anticipated, which have arisen or are now arising or hereafter may arise,
      whether presently asserted or not, that Marathon or Rodriguez ever had,
      now have or hereafter can, shall or may, have for, upon, or by reason of
      any matter, cause or thing whatsoever, whether or not known or unknown,
      including, without limitation, in connection with or relating to the
      Engagement Agreement (including, but not limited to, the performance
      rendered or not rendered thereunder), from the beginning of the World to
      the date of this Agreement, provided, however, that nothing in this
      Agreement shall release any Party from its obligations pursuant to this
      Agreement and matters that are subject to this Agreement, including,
      without limitation, the Common Shares and the
  Warrant.

            


    

     

    
      	
               
      

            	
              7.

            	
              Sahara and Parent
      Release.  Sahara and the Parent (and their past, present
      and future officers, directors, employees, servants, agents,
      representatives, successors, predecessors, divisions, subsidiaries,
      parents, affiliates, business units, and assigns of each of them) each
      hereby release Marathon and Rodriguez (and their past, present and future
      officers, directors, employees, servants, agents, representatives,
      attorneys, successors, predecessors, divisions, subsidiaries, parents,
      affiliates, business units, and assigns of each of them) from any and all
      claims, demands, damages, actions, causes of action or suits at law or in
      equity of whatever kind or nature, liabilities, verdicts, debts,
      judgments, liens and injuries, whether based upon the Engagement Agreement
      or any other legal or equitable theory of recovery, known or unknown,
      past, present or future, suspected to exist or not suspected to exist,
      anticipated or not anticipated, which have arisen or are now arising or
      hereafter may arise, whether presently asserted or not, that Sahara or the
      Parent ever had, now have or hereafter can, shall or may, have for, upon,
      or by reason of any matter, cause or thing whatsoever, whether or not
      known or unknown, including, without limitation, in connection with or
      relating to the Engagement Agreement (including, but not limited to, the
      performance rendered or not rendered thereunder), from the beginning of
      the World to the date of this Agreement, provided, however, that nothing
      in this Agreement shall release any Party from its obligations pursuant to
      this Agreement and matters that are subject to this Agreement, including,
      without limitation, the Common Shares and the
  Warrant.

            


    

     

    
      	
               
      

            	
              8.

            	
              Mutual
      Consent.  The Parties hereto, and each of them, do
      hereby: (i) acknowledge that they have reviewed or caused to be reviewed
      the Engagement Agreement; (ii) acknowledge that they have reviewed or
      caused to be reviewed this Agreement; (iii) unconditionally consent to the
      termination of the Engagement Agreement by Sahara and Marathon (except as
      explicitly set forth in this Agreement); and (iv) unconditionally consent
      to the release of any and all claims as described in Section 6 and 7 as
      applicable.

            


    

     

    
      	
               
      

            	
              9.

            	
              Confidentiality.  The
      Parties understand and agree that this Agreement, including the facts and
      circumstances shall forever be deemed confidential between the
      Parties.  Except as required under the statutes, rules or
      regulations of any federal or state government, government agency, court
      of competent jurisdiction, the Parties shall not disclose or divulge to
      others the terms or substance of this Agreement.  Without
      limiting the generality of the foregoing, any non-disclosure provision in
      this Agreement does not prohibit (i) Sahara or the Parent from making any
      disclosures in the Parent’s filings with the Securities and Exchange
      Commission, (ii) the Parties to this Agreement or the Parent from
      disclosing this Agreement to their accountants or (iii) the Parties to
      this Agreement or the Parent (or their attorneys) from responding to any
      court or government action pursuant to applicable law to disclose such
      information, provided, however, the Party from whom such disclosure is
      sought gives the other Parties to this Agreement prompt notice thereof so
      that such Party may seek a protective order or other appropriate
      remedy.

            


    

     

    
      	
               
      

            	
              10.

            	
              Merger.  All
      understandings and agreements heretofore had between the Parties, except
      as set forth herein, are null and voice and of no force and effect. This
      Agreement may not be modified or amended in any manner except by an
      instrument in writing specifically stating that it is a supplement,
      modification or amendment to the Agreement and signed by each of the
      Parties hereto.

            


    

     

    
      	
               
      

            	
              11.

            	
              Duplicate Originals;
      Counterparts.  This Agreement may be executed in any
      number of duplicate originals and each duplicate original shall be deemed
      to be an original.  This Agreement may be executed in several
      counterparts, each of which counterparts shall be deemed an original
      instrument and all of which together shall constitute a single
      agreement.

            


    

     

    
      	
               
      

            	
              12.

            	
              Governing Law;
      Forum.  This Agreement shall be interpreted and the
      rights and liabilities of the Parties determined in accordance with the
      laws of the State of New York, excluding its conflict of laws
      rules.  Each Party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the City and
      County of New York for the adjudication of any dispute hereunder or in
      connection herewith, and hereby irrevocably waives, and agrees not to
      assert in any suit, action or proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court, that such suit,
      action or proceeding is brought in an inconvenient forum or that the venue
      of such suit, action or proceeding is
improper.

            


    

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement of Termination
and Release as of the day and year first written above.

     

     

    
      
        	 	SAHARA MEDIA,
    INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


      

       

      
        
          	 	SAHARA MEDIA HOLDINGS,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

    

    
       

      
        
          
            	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


          

        


         

        
          
            
              
                
                  
                    	 	MARATHON
    ADVISORS	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Brian
      Rodriguez	 


                  

                

              

            

          



        
          
             

          

          
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    STATE
OF                                             )

    )
ss.:

    COUNTY
OF                                         )

    


    


    On
December   , 2008, before
the undersigned, a Notary Public in and for the said County and State,
personally appeared Brian Rodriguez, known to me by satisfactory evidence to be
such person, personally appeared and acknowledged he has read and executed the
foregoing Agreement of Termination and Release and duly acknowledged to me that
he executed the same.

     

    
      
        
          
            
              	 	
                    	 
	 	 	 	 
	 	 	Witness
      my hand and official seal.	 
	 	 	 	 
	 	 	 	 
	 	 	Notary
      Public in and for said County and State	 
	 	 	 	 


            

             

          

        

      

    

    STATE
OF                                        
    )

    )
ss.:

    COUNTY
OF                                     
   )

    


    


    


    


    On
December   , 2008, before
the undersigned, a Notary Public in and for the said County and State,
personally appeared____________, known to me as an officer of Marathon Advisors
and to be the person whose name is subscribed on the within instrument,
and  acknowledged she/he has read and executed the foregoing Agreement
of Termination and Release and duly acknowledged to me that she/he has the
authority to execute, and has executed same.

     

    
      	 	
            	 
	 	 	 	 
	 	 	Witness
      my hand and official seal.	 
	 	 	 	 
	 	 	 	 
	 	 	Notary
      Public in and for said County and State	 
	 	 	 	 


    

     

    STATE
OF                                            )

    )
ss.:

    COUNTY
OF                                      
  )

    


    


    On
December   , 2008, before
the undersigned, a Notary Public in and for the said County and State,
personally appeared____________, known to me as an officer of Sahara Media, Inc.
and to be the person whose name is subscribed on the within instrument,
and  acknowledged she/he has read and executed the foregoing Agreement
of Termination and Release and duly acknowledged to me that she/he has the
authority to execute, and has executed same.

     

     

    
      	 	
            	 
	 	 	 	 
	 	 	Witness
      my hand and official seal.	 
	 	 	 	 
	 	 	 	 
	 	 	Notary
      Public in and for said County and State	 
	 	 	 	 


    

     

    STATE
OF                                             )

    )
ss.:

    COUNTY
OF                                    
    )

    


     

    On
December   , 2008, before
the undersigned, a Notary Public in and for the said County and State,
personally appeared Brian Rodriguez, known to me as an officer of Sahara Media
Holdings, Inc. and to be the person whose name is subscribed on the within
instrument, and  acknowledged she/he has read and executed the
foregoing Agreement of Termination and Release and duly acknowledged to me that
she/he has the authority to execute, and has executed same.

     

    
      	 	
            	 
	 	 	 	 
	 	 	Witness
      my hand and official seal.	 
	 	 	 	 
	 	 	 	 
	 	 	Notary
      Public in and for said County and State	 
	 	 	 	 


    

     

     

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