Additional Extension Agreement SIBLING ENTERTAINMENT GROUP HOLDINGS, INC. (formerly Sona Development Corp.) SERIES AA – 2007
Exhibit
99.1
Sibling
Entertainment
Group
Holdings, Inc.
(formerly
Sona Development Corp.) SERIES
AA – 2007
To each
of the Holders listed on the signature pages hereto:
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.
Pursuant
to Section 3. Subparagraph A., the interest rate of the Promissory Note was
increased from 13% per annum to 15% per annum for the additional one (1) years
extension to June 1, 2009 (the “Extended Maturity Date”); and pursuant to
Section 5 of the Promissory Note, the Company is obligated to accelerate
repayment of any unpaid outstanding principal and interest and premium payments
(collectively, the “Payments”) owed to each Holder pro rata from certain sources
of funds.
In lieu
of accelerating the repayment of any and all Payments, the Company desires to
extend the repayment of all Payments for a period of twelve (12) months from
June 1, 2009 to June 1, 2010 (the “Additional Extension”) including any payments
of interest pursuant to the provisions of Section 5 of the Promissory
Note.
The
Company hereby agrees to each waiver and amendment and to each condition set
forth herein.
By
executing below and accepting the consideration set forth herein, Holder hereby
agrees to extend the repayment of all Payments due and owning under the
Debenture Agreement and/or the Promissory Note for a period of twelve months
from June 1, 2009, and waives any and all rights to claim an Event of Default
pursuant to non-payment of the Payments by the Company.
As consideration for extending the
repayment of all Payments due and owning under the Debenture Agreement and/or
the Promissory Note for a period of twelve months from June 1, 2009, the Company
will reset the exercise price of both five-year warrants Holder received through
this Denbenture Agreement. Upon the execution and acceptance of this
Additional Extension Agreement, the Company will reset the first five-year
warrant (Series AA-1) from a current exercise price of $1.00 to a new exercise
price of $.50 and the second five-year warrant (Series AA-2) from a current
exercise price of $2.50 to a new exercise price of $1.25.
000
Xxxxxx Xxxxxx • Suite 901 • New York • NY 10013
Tel:
000-000-0000 • Fax: 000-000-0000
This
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and is intended to supersede all prior negotiations,
understandings and agreements with respect thereto. Except as specifically set
forth in this Agreement, no provision of this Agreement may be modified or
amended except by a written agreement specifically referring to this Agreement
and signed by the parties hereto.
In the event that any provision of this
Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction
for any reason, unless such provision is narrowed by judicial construction, this
Agreement shall, as to such jurisdiction, be construed as if such invalid,
prohibited or unenforceable provision had been more narrowly drawn so as not to
be invalid, prohibited or unenforceable. If, notwithstanding the foregoing, any
provision of this Agreement is held to be invalid, prohibited or unenforceable
in any jurisdiction, such provision, as to such jurisdiction, shall be
ineffective to the extent of such invalidity, prohibition or unenforceability
without invalidating the remaining portion of such provision or the other
provisions of this Agreement and without affecting the validity or
enforceability of such provision or the other provisions of this Agreement in
any other jurisdiction.
This Agreement shall be binding upon and
inure to the benefit of each party hereto and its successors and
assigns.
This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
were the original thereof.
The
parties hereto each represent and warrant that they have read this Agreement,
understand its terms, have authority to enter into this Agreement, and intend to
be legally bound thereby.
Unless as
otherwise agreed to in writing, and except as set forth in this waiver, each of
the Debenture Agreement and Debenture shall remain in full force and
effect. Please acknowledge your agreement with the foregoing by
signing in the space provided below.
| Very truly yours, | |||
| SIBLING ENTERTAINMENT GROUP HOLDINGS, INC. | |||
| (formerly Sona Development Corp.) | |||
|
By:
|
/s/ Xxxxxxxx Xxxxxxx | ||
|
Xxxxxxxx
Xxxxxxx, President
|
|||
Agreed and
Accepted: Instrument Dated:
________________
By:_______________________________
Name:
Address:
Fax No.: __________________
Principal
Amount: ____________________
Dollars
Accrued
Interest through June 1, 2009: _________________
