Exhibit 10.6
VOTING AGREEMENT
This VOTING AGREEMENT, dated as of this 28th day of February, 2007
("Agreement"), is by and among Sibling Theatricals, Inc., a Delaware corporation
(a wholly owned subsidiary of Sibling Entertainment Group, Inc., a New York
corporation) ("Buyer"), Xxxx Xxxxxx Productions, Inc., a Nevada corporation (the
"Company") and, Xxxx Xxxxxx, an individual resident in Nevada ("DF") and Xxxxx
Xxxxxx, an individual resident in Nevada ("LF") collectively, DF and LF are
sometimes herein referred to as the "Sellers."
WHEREAS, the Buyer has entered into a Stock Purchase and
Shareholders' Agreement with the Company, and the Sellers pursuant to which the
Buyer has acquired 20,000 shares or eighty (80%) percent of the Company's issued
and outstanding shares of common stock (the "Purchase Agreement");
WHEREAS, pursuant to the Purchase Agreement, the Buyer shall own
beneficially of record or has the power to vote, or direct the vote of, 20,000
shares of the Company's common stock, $1.00 par value per share (the "Shares").
WHEREAS, as a condition to the consummation of the Purchase
Agreement, the Sellers have requested that the Buyer agree, and the Buyer has
agreed, to enter into this Agreement; and
WHEREAS, the capitalized terms used but not defined in this
Agreement shall have the meanings ascribed to them in the Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants set forth herein and in the Purchase Agreement, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I
GRANT OF PROXY
SECTION 1.01 The Buyer, by this Agreement, with respect to a total
of 10,000 shares over which it has voting authority, does hereby irrevocably
constitute and appoints Xxxx Xxxxxx and Xxxxx Xxxxxx, or any nominee, with full
power of substitution, as his or its true and lawful attorney and proxy, for and
in his or its name, place and stead, to vote 5,000 of such shares each as the
Buyer's proxy, at every annual, special or adjourned meeting of the shareholders
of Xxxx Xxxxxx Productions Inc. (including the right to sign his or its name (as
Shareholder) to any consent, certificate or other document relating to the
Company that may be permitted or required by applicable law) in favor of the
adoption and approval of shareholder actions. The Buyer and the Sellers shall
perform such further acts and execute such further documents and instruments as
may reasonably be required to vest in the Company the power to carry out the
provisions of this Agreement
SECTION 1.02 Termination. The obligations of the Buyer pursuant to
this Article I shall terminate upon receipt by the Sellers of the Second
Installment (as defined in the Purchase Agreement).
SECTION 1.03 Obligations as Director and/or Officer. Nothing in this
Agreement shall be deemed to limit or restrict the directors appointed by the
Buyer from acting in his or her capacity as a Director of the Company, as the
case may be, and exercising his or her fiduciary duties and responsibilities.
ARTICLE II
REPRESENTATIONS AND WARRANTIES;
COVENANTS OF THE BUYER
The Buyer hereby severally represents warrants and covenants as
follows:
SECTION 2.01 Authorization. The Buyer has full legal capacity and
authority to enter into this Agreement and to carry out such person's
obligations hereunder. This Agreement has been duly executed and delivered by
the Buyer, and (assuming due authorization, execution and delivery by the
Sellers) this Agreement constitutes a legal, valid and binding obligation of the
Buyer, enforceable against such Buyer in accordance with its terms.
SECTION 2.02 Title to Shares. The Buyer is the legal and beneficial
owner of its Shares subject to the terms of the Purchase Agreement.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01 Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by overnight
courier service, by telecopy, or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 3.01):
If to either of the Sellers:
Dick or Xxxxx Xxxxxx
0000 Xxxxxxxxx Xxx
Xxx Xxxxx, Xxxxxx 00000
Fax No.: (000) 000-0000
E-mail: xxxxxxx@xxxxxxx.xxx
With a copy to: Xxxx Doechung Xxx, Esq.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Fax No.: (000) 000-0000
E-mail: xxxx@xxxxxxxxxx.xxx
If to the Buyer: Sibling Theatricals, Inc.
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx Xxxxxxx, President and CEO
Facsimile: (000) 000-0000
Email:xxx@XxxxxxxXxxxxxxxxxxxx.xxx; xxxxxxxxxx@xxxxx.xxx
With a copy to: Xxxxxx & Jaclin, LLP
000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
Email: xxxxxxx@xxxxxxxxx.xxx
If to the Company: Xxxx Xxxxxx Productions, Inc.
0000 Xxxxxxxxx Xxx
Xxx Xxxxx, Xxxxxx 00000
Fax No.: (000) 000-0000
With copies to the Buyer and the Sellers.
SECTION 3.02 Headings. The headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 3.03 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
SECTION 3.04 Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.
SECTION 3.05 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event that any provision of this Agreement
was not
performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
SECTION 3.06 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed in and to be performed in that State.
SECTION 3.07 Disputes. All actions and proceedings arising out of or
relating to this Agreement shall be heard and determined exclusively in any
state or federal court in New York.
SECTION 3.08 No Waiver. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by law.
SECTION 3.09 Counterparts. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
SECTION 3.10 Waiver of Jury Trial. Each of the parties hereto
irrevocably and unconditionally waives all right to trial by jury in any action,
proceeding or counterclaim (whether based in contract, tort or otherwise)
arising out of or relating to this Agreement or the Actions of the parties
hereto in the negotiation, administration, performance and enforcement thereof.
[Signature page(s) follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
Buyer:
Sibling Theatricals, Inc.
By: /s Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: President
Sellers:
/s/ Xxxx Xxxxxx /s/ Xxxxx Xxxxxx
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Xxxx Xxxxxx Xxxxx Xxxxxx
