LOCK-UP AGREEMENT
Exhibit 10.3
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 XXXXXXXX XXXXXXX,
a resident of the State of New York (“Stockholder”).
Background
Stockholder
is the holder of shares of Common Stock of SIBE. Stockholder has been
informed that SIBE intends to acquire all of the limited liability outstanding
limited liability company membership interests of Newco4Education, LLC (“N4E”) from the holders
thereof (the “Sellers”)
pursuant to a Securities Exchange Agreement (the “Exchange Agreement”) and that
the Sellers have conditioned their obligations to enter into and perform the
Exchange Agreement, among other things upon the execution and delivery of this
Agreement by Stockholder.
Agreement
For and
inconsideration of the premises and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the parties
agree:
1.
Stockholder represents and warrants that Stockholder owns of record the shares
of SIBE Common Stock listed on Exhibit A
under the caption “Direct
Ownership” and has an interest in the shares of SIBE Common Stock listed
on Exhibit
A under the caption “Indirect Ownership” by virtue
of beneficial or joint ownership with another person specified on Exhibit A,
or by virtue of Stockholder’s direct or indirect ownership of another entity
that owns the shares of SIBE Common Stock (the SIBE Common Stock listed on Exhibit A
is the “Declared
Stock”).
2.
Except as listed on Exhibit A,
Stockholder does not directly, indirectly, or beneficially own (a) any SIBE
Common Stock, any options, warrants, or rights to purchase SIBE Common Stock, or
(b) any interest in any other person or entity that holds directly,
indirectly, or beneficially any SIBE Common Stock, or any options, warrants, or
rights to purchase SIBE Common Stock.
3.
Stockholder, individually and on behalf of all entities owned or controlled
directly or indirectly by Stockholder, hereby covenants and agrees that, without
the prior written consent of SIBE, Stockholder and all entities owned or
controlled directly or indirectly, by Stockholder will not at any time following
the Closing Date directly or indirectly, sell, offer to sell, grant any option
for the sale of, or otherwise dispose of any shares of SIBE Common Stock, any
options, rights or warrants to purchase any shares of SIBE Common Stock, or any
other securities convertible into or exchangeable for shares of SIBE Common
Stock owned directly by Stockholder or with respect to which Stockholder has the
power of disposition, provided
however that with respect to the Declared Stock:
(i) 10%
of the Declared Stock shall be released from the restrictions of this Agreement
upon the filing of Form 8K announcing the acquisition of Newco4Education I,
LLC;
(ii) 20%
of the Declared Stock shall be released from the restrictions of this Agreement
upon the filing of Form 10K for the fiscal year ended December 31,
2009;
(iii) 20%
of the Declared Stock shall be released from the restrictions of this Agreement
upon the filing of all Form 10Q’s then required to bring SIBE current in its
quarterly filings;
(iv) 50%
of the Declared Stock shall be released from the restrictions of this Agreement
30 days after the filing of Form 10K for the fiscal year ended December 31,
2010;
4.
Stockholder understands and agrees that stop transfer instructions may be given
by SIBE in its discretion to its transfer agent with respect to Stockholder's
shares of SIBE Common Stock for the purpose of facilitating enforcement of the
agreements herein, and that in SIBE's discretion there may be placed on the
certificates for such shares, or any substitution thereof, a legend stating in
substance:
the
shares represented by this certificate may only be transferred in accordance
with the terms of the lock-up agreement between the registered holder hereof and
sibling entertainment group holdings, inc., a copy of which agreement is on file
at the principal offices of sibling entertainment group holdings,
inc.
5.
Stockholder has full power and capacity to execute this Agreement and to make
the representations, warranties and agreements herein. This Agreement
shall be binding upon and enforceable against Stockholder's administrators,
executors, representatives, heirs and successors and any pledgee holding
Stockholder's shares of SIBE Common Stock.
6.
Stockholder has carefully read and understands this Agreement and its
requirements and other applicable limitations upon the sale, transfer or other
disposition of Stockholder's shares of SIBE Common Stock and Stockholder's
rights to acquire any such stock and, to the extent Stockholder felt necessary,
discussed this Agreement and its requirements with Stockholder’s
counsel.
7.
In the event the transactions contemplated by the Exchange Agreement are not
consummated within thirty (30) days after the date of this Agreement, this
Agreement shall terminate and be of no further force and effect.
8.
This Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of Georgia, without regard to
its conflicts of laws rules. The parties agree that any appropriate
federal or state court sitting in Xxxxxx County, Georgia (collectively, the
“Permitted Courts”),
shall have exclusive jurisdiction of any case or controversy arising under or in
connection with this Agreement and shall be a proper forum in which to
adjudicate such case or controversy, and each party irrevocably:
(a) consents to the jurisdiction of the Permitted Courts in such actions,
(b) agrees not to plead or claim that such litigation brought in the
Permitted Courts has been brought in an inconvenient forum, and (c) waives
the right to object, with respect to such suit, action, or proceeding, that such
court does not have jurisdiction over such party. In any suit,
arbitration, mediation, or other proceeding to enforce any right or remedy under
this Agreement or to interpret any provision of this Agreement, the prevailing
party will be entitled to recover its costs, including reasonable attorneys’
fees, and all costs and fees incurred on appeal or in a bankruptcy or similar
action.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
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By:
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/s/ Xxxxxxxx Xxxxxxx | |
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Xxxxxxxx
Xxxxxxx, Chief Executive Officer
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Stockholder
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| /s/ Xxxxxxxx Xxxxxxx | ||
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Xxxxxxxx
Xxxxxxx
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