EXHIBIT 99
AGREEMENT
CONCERNING THE EXCHANGE OF SECURITIES
BETWEEN
AMICI VENTURES, INC.
AND
SIBLING PICTURES, INC.
AND
THE STOCKHOLDERS OF SIBLING PICTURES, INC.
INDEX
Page
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ARTICLE I - EXCHANGE OF SECURITIES ...........................................3
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF SIBLING PICTURES...............4
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF AMICI.........................7
ARTICLE IV - COVENANTS PRIOR TO THE CLOSING DATE ............................10
ARTICLE V - CONDITIONS PRECEDENT TO AMICI'S PERFORMANCE......................10
ARTICLE VI - CONDITIONS PRECEDENT TO SIBLING PICTURES PERFORMANCE............11
ARTICLE VII - CLOSING........................................................12
ARTICLE VIII - COVENANTS SUBSEQUENT TO THE CLOSING DATE......................12
ARTICLE IX - MISCELLANEOUS...................................................13
Signatures.......................................................15
EXHIBITS
Allocation of Shares Exhibit 1.1
Unaudited Financial Statements of Sibling Pictures Exhibit 2.5
Liens and Encumbrances re Sibling Pictures Assets Exhibit 2.16
Liens and Encumbrances re Amici Assets Exhibit 3.16
Financial Statements of Amici Exhibit 3.5
AGREEMENT
AGREEMENT made this 17th day of June , 2005, by and between Amici
Ventures, Inc., a New York corporation ("Amici"), Sibling Pictures Inc., a
Delaware corporation ("Sibling Pictures"), and the stockholders of Sibling
Pictures (the "Sibling Pictures Stockholders") who are signatories hereto.
WHEREAS, Amici desires to acquire all of the issued and outstanding shares
of common stock of Sibling Pictures from the Sibling Pictures Stockholders in
exchange for newly issued unregistered shares of common stock of Amici;
WHEREAS, Sibling Pictures desires to assist Amici in acquiring all of the
issued and outstanding common stock of Sibling Pictures pursuant to the terms of
this Agreement; and
WHEREAS, all of the Sibling Pictures Stockholders, by execution of this
Agreement, agree to exchange all common shares of Sibling Pictures for an
aggregate of 10,785,000 common shares of Amici, on a one for one basis.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
Exchange of Securities
1.1 Issuance of Securities. Subject to the terms and conditions of this
Agreement, Amici agrees to issue and exchange: (a) 10,785,000 fully paid and
nonassessable unregistered shares of its no par value common stock (the "Amici
Shares") for all 80 issued and outstanding shares of the no par value common
stock of Sibling Pictures (the "Sibling Pictures Shares") held by the Sibling
Pictures Stockholders on the basis of 60,000 Amici Shares for each Sibling
Pictures Shares ( and pro rata with respect to any fractional Sibling Pictures
Shares issued and outstanding), and (ii) agrees to issue in consideration of the
cancellation of warrants to be issued by Sibling Entertainment Inc. to XX Xxxxxx
& Company LLC ( pursuant to the financing commitment agreement dated February
28, 2005 by and among SEI, Sibling Pictures, Sibling Pictures Fund , LLC and XX
Xxxxxx & Company LLC), such Amici Warrants to permit the purchase of a maximum
of 506,667 shares at a price of $1.50 per share (the "Amici Warrants"). The
Sibling Pictures Shares constitute all of the issued and outstanding securities
of Sibling Pictures. Exhibit 1.1 lists all Sibling Pictures Stockholders, their
securities in Sibling Pictures and the number of Amici Shares to be issued to
them. All Amici Shares will be issued directly to the Sibling Pictures
Stockholders on the Closing Date, as hereinafter defined.
1.2 Corporate Action by Amici. On the Closing Date of this Agreement,
Amici shall have taken the following corporate action:
(1) The Amici Board of Directors shall have duly authorized the execution
and delivery of this Agreement by Amici.
(2) Amici shall have authorized the issuance of the Amici Shares and Amici
Warrants. The shares underlying the Amici Shares shall be registered pursuant to
the Registration Statement on Form SB-2 ("Registration Statement"), described in
paragraph 8.1(b), below.
1.3 Exemption from Registration. The parties hereto intend that all Amici
securities to be issued to the Sibling Pictures security holders shall be exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act"), pursuant to Section 4(2) of the Act and the rules and regulations
promulgated thereunder.
ARTICLE II
Representations and Warranties of Sibling Pictures
Sibling Pictures hereby represents and warrants to Amici that:
2.1 Organization. Sibling Pictures is a corporation duly organized,
validly existing and in good standing under the laws of Delaware, has all
necessary corporate powers to own its properties and to carry on its business as
now owned and operated by it, and is duly qualified to do business and is in
good standing in each of the states where its business requires qualification.
2.2 Capital. The authorized capital stock of Sibling Pictures consists
solely of 1,500 shares of no par value common stock, of which 80 shares of
common stock are issued and outstanding. All of the outstanding common stock of
Sibling Pictures is duly and validly issued, fully paid and nonassessable. There
are no outstanding subscriptions, options, rights, warrants, debentures,
instruments, convertible securities or other agreements or commitments
obligating Sibling Pictures to issue or to transfer from treasury any additional
shares of its capital stock of any class.
2.3 Subsidiaries. Sibling Pictures does not have any subsidiaries or own
any interest in any other enterprise, except its interest in the Sibling
Pictures Fund LLC.
2.4 Directors and Officers. The names and titles of all directors and
officers of Sibling Pictures as of the date of this Agreement are as follows:
Xxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxx, and Xxx Cardwe4ll
2.5 Financial Statements. Exhibit 2.5 hereto consists of the unaudited
financial statements of Sibling Pictures for the twelve months ended March 31,
2005 (the "Sibling Pictures Financial Statements"). The Sibling Pictures
Financial Statements have been prepared in accordance with generally accepted
accounting principles and practices consistently followed by Sibling Pictures
throughout the periods indicated, and fairly present the financial position of
Sibling Pictures as of the date of the balance sheets included in the Sibling
Pictures Financial Statements and the results of operations for the periods
indicated.
2.6 Absence of Changes. Since March 31, 2005, there has not been any
change in the financial condition or operations of Sibling Pictures, except for
changes in the ordinary course of business, which changes have not in the
aggregate been materially adverse.
2.7 Absence of Undisclosed Liabilities. As of March 31, 2005, Sibling
Pictures did not have any material debt, liability or obligation of any nature,
whether accrued, absolute, contingent or otherwise, and whether due or to become
due, that is not reflected in the Sibling Pictures Financial Statements.
2.8 Tax Returns. Sibling Pictures has filed all tax returns required by
law and has paid all taxes, assessments and penalties due and payable. The
provisions for taxes, if any, reflected in Exhibit 2.5 are adequate for the
periods indicated. There are no present disputes as to taxes of any nature
payable by Sibling Pictures.
2.9 Investigation of Financial Condition. Without in any manner reducing
or otherwise mitigating the representations contained herein, Amici, its legal
counsel and accountants shall have the opportunity to meet with Sibling
Picture's accountants and attorneys to discuss the financial condition of
Sibling Pictures. Sibling Pictures shall make available to Amici all books and
records of Sibling Pictures.
2.10 Patents and Rights. Sibling Pictures owns and holds all necessary
trademarks, service marks, trade names, copyrights, patents and proprietary
information and other rights necessary or material to its business as now
conducted or proposed to be conducted.
2.11 Compliance with Laws. Sibling Pictures has complied with, and is not
in violation of, any U.S., Delaware and Chilean statutes, laws and regulations,
including any U.S. federal and state securities laws.
2.12 Litigation. Sibling Pictures is not a defendant in any suit, action,
arbitration or legal, administrative or other proceeding, or governmental
investigation which is pending or, to the Amici knowledge of Sibling Pictures,
threatened against or affecting Sibling Pictures or its business, assets or
financial condition. Sibling Pictures is not in default with respect to any
order, writ, injunction or decree of any court, department, agency or
instrumentality applicable to it. Sibling Pictures is not engaged in any
material litigation to recover monies due to it.
2.13 Authority. The Board of Directors of Sibling Pictures has authorized
the execution of this Agreement and the consummation of the transactions
contemplated herein, and Sibling Pictures has full power and authority to
execute, deliver and perform this Agreement, and this Agreement is a legal,
valid and binding obligation of Sibling Pictures under Delaware law and is
enforceable in accordance with its terms and conditions.
2.14 Ability to Carry Out Obligations. The execution and delivery of this
Agreement by Sibling Pictures and the performance by Sibling Pictures of its
obligations hereunder in the time and manner contemplated will not cause,
constitute or conflict with or result in (a) any breach or violation of any of
the provisions of or constitute a default under any license, indenture,
mortgage, instrument, article of incorporation, bylaw, or other agreement or
instrument to which Sibling Pictures is a party, or by which it may be bound,
nor will any consents or authorizations of any party other than those hereto be
required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any indebtedness or
other obligation of Sibling Pictures, or (c) an event that would result in the
creation or imposition of any lien, charge or encumbrance on any asset of
Sibling Pictures.
2.15 Full Disclosure. None of the representations and warranties made by
Sibling Pictures herein or in any exhibit, certificate or memorandum furnished
or to be furnished by Sibling Pictures, or on its behalf, contains or will
contain any untrue statement of material fact or omit any material fact the
omission of which would be misleading.
2.16 Assets. Sibling Pictures has good and marketable title to all of its
property, free and clear of all liens, claims and encumbrances, except as
otherwise indicated in Exhibit 2.16.
2.17 Material Contracts. Sibling Picture's contract with XX Xxxxxx &
Company, LLC is its only material contract.
2.18 Indemnification. Sibling Pictures agrees to indemnify, defend and
hold Amici harmless against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable attorney fees, that
it shall incur or suffer, which arise out of, result from or relate to any
breach of, or failure by Sibling Pictures to perform any of its representations,
warranties, covenants or agreements in this Agreement or in any schedule,
certificate, exhibit or other instrument furnished or to be furnished by Sibling
Pictures under this Agreement.
2.19 Criminal or Civil Acts. For a period of ten years prior to the
execution of this Agreement, no executive officer, director or principal
stockholder of Sibling Pictures has been convicted of a felony crime, filed for
personal bankruptcy, been the subject of a Commission judgment or decree, or is
currently the subject to any investigation in connection with a felony crime or
Commission proceeding.
2.20 Restricted Securities. Sibling Pictures and the Sibling Pictures
Stockholders, by execution of this Agreement and acknowledge that all of the
Amici securities issued by Amici are restricted securities and none of such
securities may be sold or publicly traded except in accordance with the
provisions of the Act.
2.21 Further Representations. Each Sibling Pictures Stockholder further
represents and warrants that:
(a) Such Sibling Pictures Stockholder is acquiring the Amici Shares solely
for his or its own account, for long-term investment purposes only and not with
a view to sale or other distribution and agrees not to dispose of any of the
Amici Shares unless and until counsel for Amici shall have determined that the
intended disposition is permissible and does not violate the Securities Act of
1933, and any applicable state securities laws or rules and regulations
promulgated thereunder.
(b) All information, financial and otherwise, or documentation pertaining
to all aspects of such Sibling Pictures Stockholder's acquisition of the Amici
Shares and the activities and financial information of Amici has been made
available to such Sibling Pictures Stockholder (or such stockholder's
representatives, if any), and each such Sibling Pictures Stockholder has had
ample opportunity to meet with and ask questions of senior officers of Amici,
and has received satisfactory answers to any questions asked.
(c) Such Sibling Pictures Stockholder is an experienced investor, has made
speculative investments in the past and is capable of analyzing the merits of an
investment in the Amici Shares.
(d) Such Sibling Pictures Stockholder is the record and beneficial owner
of an aggregate of the number of Sibling Pictures Shares set forth opposite such
stockholder's name on Exhibit 1.1 hereto, free and clear of all liens, pledges,
security interests, charges, claims, right of first offer or first refusal,
buy/sell agreement and any other restriction or covenant with respect to or
condition governing the use, construction, voting, transfer, receipt of income
or exercise of any other attribute of ownership and other encumbrances of
whatever nature (collectively, the "Encumbrances"). The transfer and delivery of
the Sibling Pictures Shares to Amici pursuant to the provisions of this
Agreement will transfer to Amici legal and valid title thereto, free and clear
of any and all Encumbrances.
(e) Such Sibling Pictures Stockholder has full power and authority to
execute this Agreement and consummate the transactions contemplated hereby, and
this Agreement is binding upon such Sibling Pictures Stockholder and enforceable
in accordance with its terms.
(f) This Agreement and the other agreements, documents and instruments
executed and delivered by the such Sibling Pictures Stockholder in connection
herewith have been duly and validly executed and delivered by such Sibling
Pictures Stockholder and constitute legal, valid and binding agreements of such
Sibling Pictures Stockholder, enforceable against such Sibling Pictures
Stockholder in accordance with their respective terms except as such
enforceability may be limited by bankruptcy, insolvency or similar laws and by
equitable principles.
ARTICLE III
Representations and Warranties of Amici
Amici represents and warrants to Sibling Pictures that:
3.1 Organization. Amici is a corporation duly organized, validly existing
and in good standing under the laws of Colorado, has all necessary corporate
powers to carry on its business, and is duly qualified to do business and is in
good standing in each of the states where its business requires qualification.
3.2 Capital. The authorized capital stock of Amici on the Closing Date
will consist of (i) 30,000,000 shares of no par value common stock, of which
9,865,000 shares of common stock will be issued and outstanding on the Closing
Date. All of the outstanding common stock is duly and validly issued, fully paid
and nonassessable. There are no other outstanding subscriptions, options,
rights, warrants, debentures, instruments, convertible securities or other
agreements or commitments obligating Amici to issue or to transfer from treasury
any additional shares of its capital stock of any class except as set forth on
Exhibit 3.2 hereto.
3.3 Subsidiaries. Amici does not have any subsidiaries or own any interest
in any other enterprise.
3.4 Directors and Officers. The name and title of all directors and
officers of Amici are:
3.5 Financial Statements. Exhibit 3.5 hereto consists of the audited
financial statements of Amici for the period ended June 30, 2004 and the
unaudited financial statements of Amici for the nine months ended March 31, 2005
(the "Amici Financial Statements"). The Amici Financial Statements have been
prepared in accordance with generally accepted accounting principles and
practices consistently followed by Amici throughout the period indicated, and
fairly present the financial position of Amici as of the dates of the balance
sheets included in the Amici Financial Statements and the results of operations
for the periods indicated.
3.6 Absence of Changes. Since March 31, 2005, there has not been any
material change in the financial condition or operations of Amici, except as
contemplated by this Agreement.
3.7 Absence of Undisclosed Liabilities. As of March 31, 2005, Amici did
not have any material debt, liability or obligation of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or to become due,
that is not reflected in the Amici Financial Statements.
3.8 Tax Returns. Within the times and in the manner prescribed by law,
Amici has filed all federal, state and local tax returns required by law and has
paid all taxes, assessments, and penalties due and payable.
3.9 Investigation of Financial Condition. Without in any manner reducing
or otherwise mitigating the representations contained herein, Sibling Pictures,
its legal counsel and accountants shall have the opportunity to meet with
Amici's accountants and attorneys to discuss the financial condition of Amici.
Amici shall make available to Sibling Pictures all books and records of Amici.
3.10 Patents and Rights. Amici does not own nor use any patent, trademark,
service xxxx, trade name or copyright in its business.
3.11 Compliance with Laws. Amici has complied with, and is not in
violation of, applicable federal, state or local statutes, laws or regulations
including federal and state securities laws.
3.12 Litigation. Amici is not a defendant in any suit, action,
arbitration, or legal, administrative or other proceeding, or governmental
investigation which is pending or, to the Amici knowledge of Amici, threatened
against or affecting Amici or its business, assets or financial condition. Amici
is not in default with respect to any order, writ, injunction or decree of any
federal, state, local or foreign court, department, agency or instrumentality
applicable to it. Amici is not engaged in any material litigation to recover
monies due to it.
3.13 Authority. The Board of Directors of Amici has authorized the
execution of this Agreement and the transactions contemplated herein, and Amici
has full power and authority to execute, deliver and perform this Agreement, and
this Agreement is the legal, valid and binding obligation of Amici, and is
enforceable in accordance with its terms and conditions.
3.14 Ability to Carry Out Obligations. The execution and delivery of this
Agreement by Amici and the performance by Amici of its obligations hereunder
will not cause, constitute or conflict with or result in (a) any breach or
violation of any of the provisions of or constitute a default under any license,
indenture, mortgage, instrument, article of incorporation, bylaw or other
agreement or instrument to which Amici is a party, or by which it may be bound,
nor will any consents or authorization of any party other than those hereto be
required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any indebtedness or
other obligation of Amici, or (c) an event that would result in the creation or
imposition of any lien, charge or encumbrance on any asset of Amici.
3.15 Full Disclosure. None of the representations and warranties made by
Amici herein, or in any exhibit, certificate or memorandum furnished or to be
furnished by Amici or on its behalf, contains or will contain any untrue
statement of material fact or omit any material fact the omission of which would
be misleading.
3.16 Assets. Amici has good and marketable title to all of its properties,
free and clear of all liens, claims and encumbrances, except as otherwise
indicated on the Amici Financial Statements or Exhibit 3.16 hereto.
3.17 Material Contracts. Amici has no material contracts.
3.18 Indemnification. Amici agrees to indemnify, defend and hold Sibling
Pictures harmless against and in respect of any and all claims, demands, losses,
costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, and reasonable attorney fees, that it shall incur
or suffer, which arise out of, result from or relate to any breach of, or
failure by Amici to perform any of its representations, warranties, covenants or
agreements in this Agreement or in any schedule, certificate, exhibit or other
instrument furnished or to be furnished by Amici under this Agreement.
3.19 Criminal or Civil Acts. For a period of ten years prior to the
execution of this Agreement, no executive officer, director or principal
stockholder of Amici has been convicted of a felony crime, filed for personal
bankruptcy, been the subject of a Commission judgment or decree, or is currently
the subject to an investigation in connection with any felony crime or
Commission proceeding.
ARTICLE IV
Covenants Prior to the Closing Date
4.1 Investigative Rights. Prior to the Closing Date, each party shall
provide to the other party, and such other party's counsel, accountants,
auditors and other authorized representatives, full access during normal
business hours and upon reasonable advance written notice to all of each party's
properties, books, contracts, commitments and records for the purpose of
examining the same. Each party shall furnish the other party with all
information concerning each party's affairs as the other party may reasonably
request.
4.2 Conduct of Business. Prior to the Closing Date, each party shall
conduct its business in the normal course and shall not sell, pledge or assign
any assets without the prior written approval of the other party, except in the
normal course of business. Neither party shall amend its Articles of
Incorporation or Bylaws (except as may be described in this Agreement), declare
dividends, redeem or sell stock or other securities, incur additional or
newly-funded liabilities, acquire or dispose of fixed assets, change employment
terms, enter into any material or long-term contract, guarantee obligations of
any third party, settle or discharge any balance sheet receivable for less than
its stated amount, pay more on any liability than its stated amount, or enter
into any other transaction other than in the normal course of business. Neither
party shall enter into negotiations with any third party or complete any
transaction with a third party involving the sale of any of its assets or the
exchange of any of its common stock.
ARTICLE V
Conditions Precedent to Amici's Performance
5.1 Conditions. Amici's obligations hereunder shall be subject to the
satisfaction at or before the Closing of all the conditions set forth in this
Article V. Amici may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Amici of any other condition of or any of Amici's
other rights or remedies, at law or in equity, if Sibling Pictures shall be in
default of any of its representations, warranties or covenants under this
Agreement.
5.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Sibling Pictures in this
Agreement or in any written statement that shall be delivered to Amici
by Sibling Pictures under this Agreement shall be true and accurate on and as of
the Closing Date as though made at that time.
5.3 Performance. Sibling Pictures shall have performed, satisfied and
complied with all covenants, agreements and conditions required by this
Agreement to be performed or complied with by it on or before the Closing Date.
5.4 Absence of Litigation. No action, suit, or proceeding before any court
or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Sibling Pictures on or before the Closing Date.
ARTICLE VI
Conditions Precedent to Sibling Pictures' Performance
6.1 Conditions. Sibling Pictures' obligations hereunder shall be subject
to the satisfaction at or before the Closing of all the conditions set forth in
this Article VI. Sibling Pictures may waive any or all of these conditions in
whole or in part without prior notice; provided, however, that no such waiver of
a condition shall constitute a waiver by Sibling Pictures of any other condition
of or any of Sibling Pictures' rights or remedies, at law or in equity, if Amici
shall be in default of any of its representations, warranties or covenants under
this Agreement.
6.2 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Amici in this Agreement or in
any written statement that shall be delivered to Sibling Pictures by Amici under
this Agreement shall be true and accurate on and as of the Closing Date as
though made at that time.
6.3 Performance. Amici shall have performed, satisfied and complied with
all covenants, agreements and conditions required by this Agreement to be
performed or complied with by it on or before the Closing Date.
6.4 Absence of Litigation. No action, suit or proceeding before any court
or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against Amici on or before the Closing Date.
6.5 Corporate Action. On the Closing Date, Amici shall have taken the
corporate action described in paragraph 1.2, above.
ARTICLE VII
Closing
7.1 Closing. The Closing of this Agreement shall be held at the offices of
Xxxxxxxx Xxxxx & Xxxxx, LLP. Simultaneously with the execution of this Agreement
by the parties hereto, but not later than June 17, 2005 unless extended by
mutual agreement (the "Closing Date"). At the Closing:
(1) Sibling Pictures shall deliver to Amici certificates representing
all outstanding Sibling Pictures Shares and Sibling Pictures
Warrants duly endorsed to Amici;
(2) Amici shall deliver to the Sibling Pictures Stockholders 10,785,000
shares of Amici common stock, for which the Sibling Pictures Shares
have been exchanged as allocated in Exhibit 1.1 hereto;
(3) Amici shall deliver (i) the officer's certificate described in
paragraph 6.5 and (ii) a signed consent and/or minutes of its
directors approving this Agreement and each matter to be approved
under this Agreement;
(4) Sibling Pictures shall deliver (i) the officer's certificate
described in paragraph 5.5, and (ii) a signed consent and/or minutes
of its directors approving this Agreement and each matter to be
approved under this Agreement.
ARTICLE VIII
Covenants Subsequent to the Closing Date
8.1 Registration and Listing. As soon as practicable following the Closing
Date, Amici shall use its best efforts to:
(1) File, and obtain effectiveness for, a Registration Statement on Form SB-2
covering the resale of the Amici Shares by the Sibling Picture Stockholder
and in the case of SEI, for distribution to SEI's, in its sole discretion,
stockholders on such terms as SEI and its stockholders may agree. Amici
shall cause the Registration Statement to remain current with the
Commission for at least 27 months following its effective date;
(2) List Amici's common stock with Standard & Poor's OTC or corporate manual;
and
(3) File and clear with the National Association of Securities Dealers, Inc. a
Form 15c-2(11) allowing for the listing of Amici's common stock on the
Electronic Bulletin Board. Thereafter, Amici shall use its best efforts to
at all times maintain its Electronic Bulletin Board listing or other
listing on a recognized stock exchange;
ARTICLE IX
Miscellaneous
9.1 Captions and Headings. The article and paragraph headings throughout
this Agreement are for convenience and reference only and shall not define,
limit or add to the meaning of any provision of this Agreement.
9.2 No Oral Change. This Agreement and any provision hereof may not be
waived, changed, modified or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any such waiver, change,
modification or discharge is sought.
9.3 Non-Waiver. The failure of any party to insist in any one or more
cases upon the performance of any of the provisions, covenants or conditions of
this Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment for the future of any such provisions, covenants
or conditions. No waiver by any party of one breach by another party shall be
construed as a waiver with respect to any other subsequent breach.
9.4 Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
9.5 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings.
9.6 Choice of Law. This Agreement and its application shall be governed by
the laws of the state of New York. The New York courts shall have exclusive
jurisdiction with respect to controversies arising under this Agreement.
9.7 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.8 Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage prepaid,
and properly addressed as follows:
If to Amici:
Amici Ventures, Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
If to Sibling Pictures or Sibling Picture Stockholders:
c/o Sibling Pictures, Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
9.9 Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
9.10 Mutual Cooperation. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
9.11 Finders. The parties hereto represent that no finder has brought
about this Agreement, and no finder's fee has been paid or is payable by either
party.
9.12 Announcements. The parties will consult and cooperate with each other
as to the timing and content of any public announcements regarding this
Agreement.
9.13 Expenses. Each party will pay its own legal, accounting and other
out-of-pocket expenses incurred in connection with this Agreement if this
Agreement is closed.
9.14 Survival of Representations and Warranties. The representations,
warranties, covenants and agreements of the parties set forth in this Agreement
or in any instrument, certificate, opinion or other writing providing for in it,
shall survive the Closing, including but not limited to the covenants set forth
in Article VIII, above.
9.15 Exhibits. As of the execution hereof, the parties have provided each
other with the Exhibits described herein. Any material changes to the Exhibits
shall be immediately disclosed to the other party.
In witness whereof, the parties have executed this Agreement on the date
indicated above.
AMICI VENTURES, INC. SIBLING PICTURES INC.
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx, President Xxxxxxxx Xxxxxxx, President
SIBLING PICTURES STOCKHOLDERS
Zachwell Ltd. Sibling Entertainment, Inc.
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx, President Xxxxxxxx Xxxxxxx, President
/s/ Xxxxxxxx Xxxxxxx
---------------------------------
Xxxxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxxxx Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxxx
EXHIBIT 1.1
SCHEDULE OF SIBLING PICTURES STOCKHOLDERS
AND
ALLOCATION OF AMICI SHARES
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NO. OF SIBING
NAME PICUTRES SHARES NO. OF AMICI SHARES
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Sibling Entertainment, Inc. 100 6,000,000
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Zachwell Ltd. 37 2,220,000
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Xxxxxxxx Xxxxxxx 16 960,000
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Xxxxx Xxxxxxxx 16 960,000
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Xxxxx Xxxxxx 0.75 45,000
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Xxxxxx Xxxxxxxx 2 120,000
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Xxxxxxx Xxxxxxxxx 8 480,000
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TOTALS 79.5 10,785,000
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Exhibit 2.5
None
Exhibit 2.16
None
Exhibit 3.16
None
