AMENDMENT NO. 1 – ASSET PURCHASE AGREEMENT
Exhibit
10.13
AMENDMENT
NO. 1 –
Amendment
No. 1, dated as of August 1, 2008 (“Amendment”), to the Asset Purchase
Agreement, dated May 15, 2008 (the “Original Agreement” and, as amended hereby,
the “Agreement”) by and between BPA ASSOCIATES, LLC, a
Massachusetts limited liability company having an address at 000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (“Seller”) and SAHARA MEDIA INC.,
a Delaware Corporation, with offices at 00 Xxxxxxxx Xxxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (“Purchaser”). Capitalized terms used but not defined
herein have the meanings given to them in the Original Agreement.
R E C I T A L
S:
WHEREAS,
pursuant to a letter of intent by and between Purchaser and Mac Filmworks, Inc.
(“Mac Filmworks”), Mac Filmworks has expressed its intent to acquire all of the
issued and outstanding capital stock of Purchaser (the
“Reorganization”);
WHEREAS,
Purchaser has not yet assumed ownership of the Database;
WHEREAS,
concurrently with the consummation of the Reorganization, the Purchaser wishes
to complete the purchase of the Database;
WHEREAS,
concurrently with the consummation of the Reorganization, the Seller wishes to
sell the Database to the Purchaser;
WHEREAS,
in order to more accurately describe their intentions, the Purchaser and the
Seller wish to amend the Original Agreement on the terms set forth
herein.
NOW
THEREFORE, the parties agree as follows:
SECTION
1. AMENDMENTS
Section
1.2 Amendment to
Section 2 of the Original Agreement. Section 2 of the Original Agreement
(Purchase Price Allocation) is hereby amended and restated in its entirety as
follows:
“2 Purchase Price and
Allocation” In consideration for the sale, assignment, transfer and
delivery as well as for the pledging of the Assets as collateral for Purchaser’s
bridge financing, Purchaser shall pay to Seller’s order, in certified funds,
cashier’s check or money order, the aggregate amount of Eight Hundred Twenty
Five Thousand Dollars ($825,000) and One Million Four Hundred Twenty Five
Thousand (1,425,000) founder shares at $.00001 par value, of which 350,000 shall
include piggy back registration rights (the “Purchase Price”). The
Purchase Price shall be payable as follows:
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$50,000 (which is being paid in
consideration of the Seller’s pledging the Assets in connection with the sale by
the Purchaser of a debenture having an original principal balance of $500,000)
upon achieving Bridge Financing which shall occur on or before July 1,
2008;
$775,000 and 1.425 Million founder
shares, of which 350,000 shall include piggy back registration rights,
concurrently with the consummation of the Reorganization;
Section1.3
Amendment to Section 3
of the Original Agreement. Section 3 of the Original Agreement
(“Closing”) is hereby amended and restated in its entirety as
follows:
3. Closing The Closing shall
occur at the Office of Purchase’s counsel on a day and time that is mutually
agreed to by the Purchaser and Seller which day shall be on or about the date of
consummation of the Reorganization, but not before payment in full of the
debenture in an original principal amount of $500,000 from Purchaser to Xxxx
Xxxxxx Bridge & Opportunity Fund, dated July 1, 2008.
SECTION
2. MISCELLANEOUS
Section 2.1 Prior
Agreements. This Amendment shall completely and fully
supersede all other and prior agreements and correspondence (both written and
oral) by and between Purchaser and Seller concerning the subject matter of this
Amendment. Except as expressly amended hereby, the Original Agreement
shall remain in full force and effect. Without limiting the generality of the
foregoing it is hereby agreed that the certain Xxxx of Sale, Assignment and
Transfer of Assets, dated July 10, 2008, executed by BPA Associates is hereby
deemed to be void and of no force or effect.
Section 2.2 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.
Section 2.3 Amendments. This
Amendment may not be amended, waived, modified, supplemented or terminated in
any manner whatsoever except by a written instrument signed by Seller and
Purchaser.
Section 2.4 Binding on
Successors. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
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Section 2.5 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.
Section 2.6 Section or Paragraph
Headings. Section and paragraph headings used herein are for
convenience only and shall not be construed as part of this
Amendment.
Section 2.7 Governing
Law. This Amendment shall be construed in accordance with, and
shall be governed by, the laws of the State of New York.
Section 2.8 Construction. The
language in all parts of this Amendment and the other Original Agreement shall
be construed as a whole according to its fair meaning.
[SIGNATURE PAGE
FOLLOWS]
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IN
WITNESS WHEREOF, this Amendment No. 1 has been duly executed as of the day and
year first above written.
| BPA ASSOCIATES | |||
|
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By:
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/s/ Xxxxxx Xxxxxxxx, Member | |
| SAHARA MEDIA INC. | |||
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By:
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/s/ Xxxxxxxx Xxxxxxxx XX, Principal | |
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