FORM OF WARRANTMac Filmworks Inc • September 24th, 2008 • Services-motion picture & video tape distribution • New York
Mac Filmworks, Inc., a Delaware corporation whose shares of Common Stock (defined below) are included for quotation on the NASD Over-the-Counter Bulletin Board (the “Company”), hereby certifies that ______________________________________, its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time commencing on the effective date (the “Effective Date”), which shall be the date of the Closing (as defined in that certain Confidential Private Placement Memorandum of the Company, dated as of August 11, 2008), and terminating on the 5th anniversary of such date (the “Termination Date”) up to _____________ shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, par value $0.0001 per Share (the “Common Stock”), at an exercise price per Share equal to $2.50 (the “Exercise Price”). The number of Shares purchasable hereunder and the Exercise Price are subject to
PURCHASE AGREEMENTPurchase Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 1st day of July, 2008, by and among Sahara Media, Inc., a Delaware corporation (the “Company”), and John Thomas Bridge & Opportunity Fund (“Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Mac Filmworks, Inc., a Delaware corporation whose stock is included for quotation on the Over-the-Counter Bulletin Board (the “Company”), and the undersigned (the “Subscriber”).
AMENDMENT NO. 1 – ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
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 208 Common Street, Watertown, Massachusetts 02172 (“Seller”) and SAHARA MEDIA INC., a Delaware Corporation, with offices at 75 Franklin Street, 2nd Floor, New York, New York 10013 (“Purchaser”). Capitalized terms used but not defined herein have the meanings given to them in the Original Agreement.
Tel: 212 618 1645 Fax: 212 618 1644Mac Filmworks Inc • September 24th, 2008 • Services-motion picture & video tape distribution
Reference is made to the letter agreement between John Thomas Financial, Inc. (“John Thomas Financial”) and Sahara Media, Inc. (the “Company”), dated May 21, 2008, as amended by the letter dated August 1, 2008 (the “First Amendment”) (as amended by the First Amendment, the “Original Agreement”). This letter (this “Amendment”) memorializes certain amendments that the Company and John Thomas Financial want to make to the Original Agreement. All capitalized terms not defined herein shall have the same meanings as in the Original Agreement.
SECURITY AGREEMENTSecurity Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • Texas
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 1, 2008 by and between BPA Associates LLC., a Massachusetts limited liability company (the “Company”) and , John Thomas Bridge & Opportunity Fund, together with its successors and assigns in such capacity, the “Secured Party”).
ContractThis Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
THIS AGREEMENT (this Agreement) is dated as of June 10, 2008, among Sahara Media, Inc. a Delaware corporation (the “Company”) and Philmore Anderson IV (the “Investor”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution
MAC FILMWORKS, INC., a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 3 Riverway, Suite 1800, Houston, Texas 77056
ContractFinder’s Fee Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
Tel: 212 618 1645 Fax: 212 618 1644Mac Filmworks Inc • September 24th, 2008 • Services-motion picture & video tape distribution
Reference is made to the letter agreement between John Thomas Financial, Inc. (“John Thomas Financial”) and Sahara Media, Inc. (the “Company”), dated May 21, 2008 (the “Original Agreement”). This letter memorializes certain amendments that the Company and John Thomas Financial want to make to the Original Agreement. All capitalized terms not defined herein shall have the same meanings as in the Original Agreement.
CONSULTING AGREEMENTConsulting Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
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, 2nd Floor, New York, NY 10013 (Fax No. 212-226-7451) and Aurelian Investments, LLC, a Delaware limited liability company (“Consultant”), 146 West 57th Street, 50th Floor, New York, New York 10019 (Fax No.646-224-8086).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
AGREEMENT (the "Agreement") made as of this 15th day of May, 2008 by and among, BPA ASSOCIATES LLC, a Massachusettes Limited Liability Company having an address at 208 Common Street, Watertown, Massachusettes 02172 ("Seller") and a SAHARA MEDIA INC., a Delaware Corporation, having an address at 75 Franklin Street, 2nd Floor, New York, New York 10013 ("Purchaser").
ContractThis Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
THIS AGREEMENT (this Agreement) is dated as of June 17, 2008, among Sahara Media, Inc. a Delaware corporation (the “Company”) and SE, LLC (the “Investor”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
THIS SECURITIES ESCROW AGREEMENT (the “Escrow Agreement”), dated as of September 17, 2008, is entered into by and among Sahara Media, Inc., a Delaware corporation (“Sahara”), the shareholders of Sahara listed on the signature pages hereto (the “Sahara Escrow Shareholders”), Mac Filmworks, Inc., a Delaware corporation whose stock is included for quotation on the Over-the-Counter Bulletin Board (“Pubco”), and Sichenzia Ross Friedman Ference LLP with an address at 61 Broadway, 32nd Floor, New York, NY 10006 (the “Escrow Agent”).
MASTER SERVICES AGREEMENT - ConfidentialMaster Services Agreement - Confidential • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
This Master Services Agreement and attached Schedules (collectively, the "Agreement") is entered into on this 11th day of July, 2008 (the "Effective Date") between Ripple6, Inc., with a principal place of business at 322 Eighth Avenue, New York, NY 10001 ("Ripple6") and Sahara Media, Inc., with a principal place of business at 75 Franklin St, NY, NY 10013("Client") (each, a "Party" and, collectively, the "Parties").
10% SENIOR DEBENTUREMac Filmworks Inc • September 24th, 2008 • Services-motion picture & video tape distribution
THIS DEBENTURE of Sahara Media, Inc. a Delaware corporation, having a principal place of business at 75 Franklin Street, 2nd Floor, New York, New York (the “Company”), designated as its 10% Debenture, due September 30, 2008 (the “Debenture”).
Engagement AgreementEngagement Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
This Engagement Agreement (the “Agreement”) is made and entered into this 1st day of July, 2008 between Sahara Media, Inc., and its successor(s) entity in the event of a reverse merger or reorganization transaction (collectively, the “Client”) with offices at 75 Franklin Street, 2nd Floor, New York, NY 10013, and Marathon Advisors (“Marathon”). This agreement sets forth the general terms and conditions pursuant to which Marathon will provide services to Client.
SECURITY AGREEMENTSecurity Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • Texas
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 1, 2008 by and between Sahara Media, Inc., a Delaware corporation (the “Company”) and , John Thomas Bridge & Opportunity Fund, together with its successors and assigns in such capacity, the “Secured Party”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
THIS AGREEMENT, made as of the 17th day of September , 2008, by and between Sahara Media, Inc., a Delaware corporation having its offices at 75 Franklin Street, 2nd Floor, New York, New York 10013 (“Sahara”), and John Thomas Bridge & Opportunity Fund (“JTF”).
PURCHASE AGREEMENTPurchase Agreement • September 24th, 2008 • Mac Filmworks Inc • Services-motion picture & video tape distribution • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 3rd day of September, 2008, by and among Sahara Media, Inc., a Delaware corporation (the “Company”), and Cheryl Keeling (“Investor”).
