SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2014 • Sibling Group Holdings, Inc. • Services-educational services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 1, 2014, by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation, with headquarters located at 901 Mopac Expressway South, Barton Oaks Plaza One, Suite 300, Austin, TX 78746 (the “Company”), and FIREROCK CAPTIAL, INC., a Delaware corporation, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 26th, 2015 • Sibling Group Holdings, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2015 among Sibling Group Holdings, Inc., a Texas corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SIBLING GROUP HOLDINGS, INC. WARRANTSecurities Agreement • June 16th, 2016 • Sibling Group Holdings, Inc. • Services-educational services • Texas
Sibling Group Holdings, Inc., a Texas corporation (the “Company”), hereby certifies that, for value received, [NAME] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of twenty-five million (25,000,000) shares of common stock, $[AMOUNT] par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to US$ 0.04 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is three (3) years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is issued pursuant to a subscription agreement entered into on February 22, 2016 by and among the Company and the Purchasers identified therein (the “Subscription Agreement”). All such war
ATTORNEY DISCLOSURE AND SPECIAL RELATIONSHIP AGREEMENT ATTORNEY DISCLOSURE AND SPECIAL RELATIONSHIP AGREEMENTAttorney Disclosure and Special Relationship Agreement • November 30th, 1999 • Netmaster Inc • Texas
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • January 6th, 2011 • Sibling Entertainment Group Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
THIS STOCK RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of December, 2010 (the “Effective Date”) by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and A. DIXON MCLEOD, a resident of the State of Georgia (“Holder”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2014 • Sibling Group Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of January, 2014 (the “Closing Date”), by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (“Purchaser”) and DWSABA CONSULTING LLC, a Texas limited liability company (“Seller”) and DAVID W. SABA, a resident of the State of Texas(“Shareholder”).
RESTRICTED STOCK PURCHASE AND RESTRICTION AGREEMENTRestricted Stock Purchase Agreement • October 5th, 2012 • Sibling Group Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
THIS RESTRICTED STOCK PURCHASE AND RESTRICTION AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of May, 2012 (the “Effective Date”) by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Delaware corporation (“SIBE”) and ______________________________ , a __________________________ company (“Purchaser”).
LOCK-UP AGREEMENTLock-Up Agreement • January 6th, 2011 • Sibling Entertainment Group Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
THIS LOCK-UP AGREEMENT (the “Agreement”) is made and entered into this 30th day of December, 2010, by and between SIBLING ENTERTAINMENT GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and MITCHELL MAXWELL, a resident of the State of New York (“Stockholder”).
AGREEMENT OF ACQUISITION AND PLAN OF REORGANIZATION between SONA DEVELOPMENT CORP. and SIBLING ENTERTAINMENT GROUP, INC. June 28, 2006Acquisition Agreement • January 22nd, 2007 • Sona Development Corp • Non-operating establishments • New York
THIS AGREEMENT OF ACQUISITION AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into on June 28, 2006, by and between SONA DEVELOPMENT CORP., a Texas corporation (“Sona”), and SIBLING ENTERTAINMENT GROUP, INC., a New York corporation (“Sibling”).
CONSULTING AGREEMENTConsulting Agreement • March 27th, 2014 • Sibling Group Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
THIS CONSULTING AGREEMENT is made and entered into this 1st day of June, 2013, by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and Daniel J. DeLuca, a resident of the State of New Jersey (“Consultant”).
CLOSING TERMS ADDENDUMClosing Terms Addendum • May 30th, 2014 • Sibling Group Holdings, Inc. • Services-miscellaneous amusement & recreation
The following are closing terms related to completing the asset purchase under the terms of the Asset Purchase Agreement between BLSCH Acquisition, LLC (“Purchaser”) and Blendedschools.net (“Seller) dated November 25, 2013 (the “Agreement”):
SHARE EXCHANGE AGREEMENT by and among SIBLING GROUP HOLDINGS, INC. a Texas Corporation and URBAN PLANET MEDIA & ENTERTAINMENT, CORP., A Delaware corporation and THE SHAREHOLDERS OF URBAN PLANET MEDIA & ENTERTAINMENT, CORP. Dated as of January 28, 2015Share Exchange Agreement • January 30th, 2015 • Sibling Group Holdings, Inc. • Services-educational services • Texas
WHEREAS, The Amended and Restated Certificate of Formation of the Corporation provides that the Corporation shall have authority to issue (a) 500,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”) and (b) 10,000,000 shares of Series A Preferred, par value $.0001, (“Series A Preferred”), the designations, preferences, rights, qualifications, limitations, and restrictions of which may be fixed and determined by the Board of Directors of the Corporation without shareholder action in accordance with Section 21.155 of the Texas Business Organizations Code (“TBOC”).
ADDENDUM TO SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • September 30th, 2015 • Sibling Group Holdings, Inc. • Services-educational services
This Addendum to Settlement Agreement and Mutual Release is dated as of September 24, 2015 (the “Addendum”) and has been executed for the purpose of clarifying the terms and conditions of the Settlement Agreement and Mutual Release dated as of September 24, 2015 (the “Settlement Agreement”) entered into by and among V3 Capital Partners, LLC, Scot Cohen, Oakway International, Ltd., North Haven Equities, LLC, Gaurav Malhotra, Richard Abbe, Jonathan Rudney, Matthew Hill and Kyle Pollack, and Sibling Group Holdings, Inc., together with its Affiliates as defined in the Settlement Agreement.
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • April 3rd, 2003 • Netmaster Inc • Non-operating establishments
Agreement made on December 19, 2002 between Shafiq Nazerali with offices located at General Guisan - Quai 36, CH-8002 Zurich, Switzerland, referred to as Creditor and Sona Development Corp. with offices located at 1818-1177 West Hastings Street, Vancouver, British Columbia V6E 2K3 referred to as Debtor.
Exhibit 6.1Financial Services Consulting Agreement • November 30th, 1999 • Netmaster Inc • Texas
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • April 3rd, 2003 • Netmaster Inc • Non-operating establishments
Agreement made on December 19, 2002 between Elysio Capital Corp., with office located at 1075 West Georgia Street, Vancouver, B.C. V6E 3C9 referred to as Creditor and Sona Development Corp. with offices located at 1818-1177 West Hastings Street, Vancouver, British Columbia V6E 2K3 referred to as Debtor.
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2015 • Sibling Group Holdings, Inc. • Services-educational services
This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 28th day of January, 2015 by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (the "Company"), and BRIAN A. OLIVERSMITH (the "Executive").
Additional Extension Agreement SIBLING ENTERTAINMENT GROUP HOLDINGS, INC. (formerly Sona Development Corp.) SERIES AA – 2007Additional Extension Agreement • June 26th, 2009 • Sibling Entertainment Group Holdings, Inc. • Services-miscellaneous amusement & recreation
Reference is made to (i) the Debenture Agreements issued between May 14th and August 13, 2007 (the “Debenture Agreement”) between Sibling Entertainment Group Holdings, Inc., (formerly Sona Development Corp.) a Texas corporation (the "Company") and each Holder (as defined therein) and (ii) each of those certain 13% Series AA Secured Debentures and related Secured Promissory Note (the "Promissory Note"), dated as of ____________, 2007, between the Company and each Holder (as defined therein). All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Debenture Agreement and/or the attached Promissory Note.
V3 Capital Partners, LLCAdvisory Fee Agreement • June 26th, 2015 • Sibling Group Holdings, Inc. • Services-educational services • New York
SUBSCRIPTION AGREEMENT – SERIES BB - 2009Subscription Agreement • August 19th, 2009 • Sibling Entertainment Group Holdings, Inc. • Services-miscellaneous amusement & recreation
LOAN AGREEMENTLoan Agreement • March 30th, 2001 • Netmaster Inc • Non-operating establishments • Delaware
THIS LOAN AGREEMENT (this "Agreement") is entered into on November 20, 2000, between NET MASTER CONSULTANTS, INC., a Texas corporation ("Net Master"), and Smart Card Technologies Co., Ltd., a Japanese limited liability company ("SCT").
CONSULTING AGREEMENTConsulting Agreement • December 11th, 2012 • Sibling Group Holdings, Inc. • Services-miscellaneous amusement & recreation
This Consulting Agreement is entered into as of the third day of October 2012, by and between Sibling Group Holdings, a Texas corporation (the "Company"), with offices located at 1355 Peachtree Street, Suite 1159, Atlanta, GA 30309, and Steeltown Consulting Group, LLC, a Pennsylvania Limited Liability Company, (the "Consultant"), with offices at 5000 Treesdale Drive, Gibsonia, PA 15044.
Modification to Master Agreement between The Partnership of Atlanta, Inc. (TPA), and Sibling Entertainment Group Holdings, Inc. (SIBE), dated May 9, 2012.Modification to Master Agreement • May 21st, 2012 • Sibling Entertainment Group Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
This document is a modification to an agreement (the “Master Agreement”) between TPA and SIBE (copy attached) which has an “effective date” of February 1, 2012. On further review, the Master Agreement lacks some information which would be beneficial to both parties, and therefore, is being modified though the execution of this modification document (the “Modification”).
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • April 3rd, 2003 • Netmaster Inc • Non-operating establishments
Agreement made on December 19, 2002 between Zmax Capital Corp. with offices located at 1818-1177 West Hastings Street, Vancouver, B.C. V6E 2K3, referred to as Creditor and Sona Development Corp. with offices located at 1818-1177 West Hastings Street, Vancouver, British Columbia V6E 2K3 referred to as Debtor.
BRIDGE LOAN AGREEMENTBridge Loan Agreement • March 7th, 2016 • Sibling Group Holdings, Inc. • Services-educational services • Florida
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is entered into as of March 3, 2016 (the “Effective Date”), between SIBLING GROUP HOLDINGS, INC., a Texas corporation (the “Borrower”), and Hong Tu (American Passport Number 452066033) (the “Lender”). Borrower and Lender are sometimes referred to herein as the “Parties” and each as a “Party.”
LOAN ASSIGNMENT AGREEMENTLoan Assignment Agreement • January 6th, 2011 • Sibling Entertainment Group Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
THIS LOAN ASSIGNMENT AGREEMENT (the “Agreement”) is executed and delivered this 29th day of December, 2010 (the “Closing Date”), by and between Sibling Entertainment Group Holdings, Inc., a Texas corporation (“SIBE”), Sibling Theatricals, Inc., a _____ corporation (“Borrower”), and SIBE Debt Resolution, LLC, a ___________ limited liability company (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 15th, 2014 • Sibling Group Holdings, Inc. • Services-miscellaneous amusement & recreation • Georgia
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 25th day of November, 2013 (the “Agreement Date”), by and between BLSCH ACQUISITION, LLC, a Georgia limited liability company (“Purchaser”) and BLENDEDSCHOOLS.NET, a Pennsylvania non-profit corporation (“Seller”).
CONSULTING AGREEMENTConsulting Agreement • December 11th, 2012 • Sibling Group Holdings, Inc. • Services-miscellaneous amusement & recreation
This Consulting Agreement is entered into as of October 30, 2012, by and between SIBLING GROUP HOLDINGS, INC., a TEXAS corporation (the “Company”), with offices located at 1355 PEACHTREE ST, SUITE 1150, ATLANTA, GA 30309, and Ahmad Arfaania, (the “Consultant”), with offices at 1645 Malcolm Ave #102, Los Angeles, CA 90024.
CONSULTING AGREEMENTConsulting Agreement • November 6th, 2003 • Sona Development Corp • Non-operating establishments • Texas
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into effective this 1st. day of July, 2003 by and between SONA DEVELOPMENT CORP., a Texas corporation (the “Company”) addressed at 1818-1177 West Hastings Street, Vancouver, B.C. V6E 2K3 and MICHAEL BAYBAK (the “Consultant”) residing at 4515 Ocean View Boulevard – Suite 305, La Canada, CA 91011.
VIDEO PRODUCTION AGREEMENTVideo Production Agreement • November 9th, 2015 • Sibling Group Holdings, Inc. • Services-educational services • Missouri
Agreement Date: July 21, 2015 Producer: Coolfire Studios, LLC (“Producer”) Client: Global Personalized Academics, (a subsidiary of Sibling Group Holdings, Inc.) (“Client”) Project: Global Personalized Academics Online Videos Deliverables: Three Thousand, Five Hundred (3,500) videos, each lasting approximately three minutes (3:00), featuring academic instruction presented in a creative, humorous way (the “Videos”). Producer shall produce and deliver the Videos according to the Review, Approval, and Delivery Process outlined on Schedule 1 to this Agreement. Total Budget: $1,855,000 (3,500 videos x $530/video for full term, to be invoiced as outlined on Schedule 2 to this Agreement). Term: Twelve (12) months, beginning August 1, 2015, unless Client terminates during the “Opt-Out Period” set forth on Schedule 3.
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • April 3rd, 2003 • Netmaster Inc • Non-operating establishments
Agreement made on December 19, 2002 between Value Invest, Ltd. with offices located at Letzigraben 89, 8040 Zurich, Switzerland, referred to as Creditor and Sona Development Corp. with offices located at 1818-1177 West Hastings Street, Vancouver, British Columbia V6E 2K3 referred to as Debtor.
AMENDMENT AGREEMENT OF ACQUISITION AND PLAN OF REORGANIZATION between SONA DEVELOPMENT CORP. (“Sona”) and SIBLING ENTERTAINMENT GROUP, INC. (“Sibling”) Dated June 28, 2006 (the “Agreement”) The parties to this Amendment hereby agree to the following...Agreement of Acquisition and Plan of Reorganization • January 22nd, 2007 • Sona Development Corp • Non-operating establishments
LOAN AGREEMENTLoan Agreement • March 30th, 2001 • Netmaster Inc • Non-operating establishments • Delaware
THIS LOAN AGREEMENT (this "Agreement") is entered into on December 29, 2000, between ELYSIO CAPITAL CORP., a Delaware corporation ("Elysio") and NET MASTER CONSULTANTS, INC., a Texas corporation ("Net Master").
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • April 3rd, 2003 • Netmaster Inc • Non-operating establishments
Agreement made on December 19, 2002 between Pensbreigh Holdings, Ltd. with offices located at 1075 West Georgia Street, Vancouver, B.C. V6E 3C9, referred to as Creditor and Sona Development Corp. with offices located at 1818-1177 West Hastings Street, Vancouver, British Columbia V6E 2K3 referred to as Debtor.
Exhibit 2.3 By-Laws BY-LAWS OF NET MASTER CONSULTANTS, INC.By-Laws • November 30th, 1999 • Netmaster Inc
