Attached files
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| 8-K - CURRENT REPORT - Sibling Group Holdings, Inc. | v163220_8-k.htm |
EXHIBIT 99.1
Sibling
Entertainment Group Holdings, Inc.
October
1, 2009
Mr. Barry
Davis
Stocks
That Move LLC
9060
Equus Circle
Boynton
Beach, FL 33472-4314
Dear
Mr. Davis:
When
signed by you in the space below, this letter will confirm an agreement between
Stocks That Move LLC, a
Delaware Corporation (“StocksThatMove”), with its
principal place of business located at 9060
Equus Circle, Boynton Beach, FL 33472-4314, and Sibling Entertainment Group Holdings,
Inc., a Texas Corporation (“SIBE”) with a principal place of business
located at 333 Hudson Street, Suite 901, New York, NY 10013.
WHEREAS, StocksThatMove is in the business of
providing day trading commentary via the Internet and other electronic
subscription services at http://StocksThatMove.com and a variety of corporate services
including the introduction of clients to influential corporate public stock
promoters, investment bankers and other companies related to the growth and
promotion of companies in the public markets.
WHEREAS, SIBE is currently
trading over-the-counter on the bulletin board under symbol
SIBE.OB;
WHEREAS, SIBE is seeks to
increase awareness within the public stock market, stock marketing firms,
investment bankers and other corporate resources; and
WHEREAS, SIBE is seeking to
increase awareness among the type of investor who frequent sights such as
StocksThatMove.com and subscribe to services affiliated with
StocksThatMove;
WHEREAS, StocksThatMove,
together have the knowledge and the ability to introduce and provide SIBE with
such services; and
NOW, THEREFORE, based upon the
mutual conditions and covenants contained herein the parties agree as
follows:
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a.
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For
a period of twelve (12) months from the date of this Agreement,
StocksThatMove will consult SIBE in various aspects of its business
development as well as use its best efforts to introduce SIBE to third
party
marketing companies, investment bankers and other corporate promotion
companies as well as its website StocksThatMove.com.
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333
Hudson Street, 901 ▪ New York ▪ NY ▪ 10013
Tel:
(212) 414-9600 ▪ Fax (917) 591-3171
CONSULTANT
AGREEMENT
October
1, 2009 – Sibling Entertainment Group Holdings, Inc and Stocks That Move
LLC
Page 2 of
5
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b.
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In
return for such consulting services including SIBE approved sponsored
company updates on StocksThatMove.com,
SIBE agrees to pay to StocksThatMove, or its nominee, compensation in the
form of
two million (2,000,000) restricted common shares to be issued by
Sibling Entertainment Group Holdings, Inc. as of October 1, 2009 to be
issued in accordance with Exhibit A
(attached).
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c.
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It
is understood that these shares are not registered with the SEC, and shall
be subject to Rule 144 of the SEC Ad of 1934 as amended and all other
applicable SEC Regulations.
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2.
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Method and
Manner.
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a.
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Purchase and Sale of Stock.
Nothing in this agreement shall compel or preclude StocksThatMove,
or their owners, employees, affiliates or assigns, from recommending the
purchase or sale of SIBE,
or from buying or selling the stock
personally.
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b.
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StocksThatMove
specifically represent that by agreeing to perform the above described
consulting services and advertising services, it is not agreeing to
recommend the purchase of SIBE
stock.
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c.
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Content of
Material. StocksThatMove will not consult with,
inform, or discuss in advance with SIBE the content of any of its
recommendations on StocksThatMove.com,
and StocksThatMove shall be solely responsible for the statements
it makes and the materials it relies upon in making its recommendations to
subscribers, except StocksThatMove will not release any information
provided by SIBE to any third party by any means including any electronic
means including the Internet without a signed written approval by an
officer of SIBE.
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d.
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Compliance with
Laws. StocksThatMove shall provide the consulting
services and advertising services detailed above in
compliance with, all applicable laws, regulations, ordinances, and
contracts applicable
thereto.
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e.
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No
Violation. StocksThatMove represent, warrant,
arid agree that the performance of the Services will not violate any contractual
rights, trade secrets, or other rights of any third
party.
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3.
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Terms and
Termination. The term of this contract shall be for a
period of one year from October 1, 2009 until September 30,
2009.
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4.
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Non-disclosure and
Non-solicitation. No
party to this agreement shall directly or indirectly disclose to any third
party or person other than a duly authorized representative of the Parties
to this agreement at any time during the
term of this Agreement or subsequent to its termination or
expiration thereof, any confidential or proprietary information pertaining
to
any party of this Agreement, including
but not limited to customer lists, contacts, financial data, or
business opportunities for new or developing business. In the
event of such disclosure, each party shall be entitled to all remedies and
injunctive relief as a remedy for the breach
thereof, in addition to all other remedies available at law or in
equity.
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CONSULTANT
AGREEMENT
October
1, 2009 – Sibling Entertainment Group Holdings, Inc and Stocks That Move
LLC
Page 3 of
5
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5.
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Miscellaneous. This
Agreement contains the entire understanding of the parties with respect to
all matters referred to herein and may not be changed, amended, modified,
or waive d orally but only
by written agreement signed by the party against whom enforcement
of any waiver, change, modification, or amendment is sought This Agreement
shall be construed under the laws of the State of Delaware. If
any provision in this Agreement is held by a court o competent
jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in
full force and effect. The headings to the section of
this Agreement are for reference only and shall not affect its
construction or
interpretation.
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6.
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Breach and
Remedies. StocksThatMove will, be in material
breach of this Agreement if it fails to provide the Services expressed
herein. In the event of breath, StocksThatMove, StocksThatMove
or their nominees that benefited from any distribution of stock, would be
obligated to forfeit their shares, and return, them to SIBE. If
the shares have been sold, in whole or in part, then StocksThatMove ,
StocksThatMove or its nominees would be obligated to return the proceeds
of any such sale(s). SIBE will be in material breach of this
Agreement if (1) it is found to be involved in criminal activity and
prosecuted with a subsequent guilty verdict; (2) is found to be wider
investigation by the SEC and found guilty; (3) it fails to begin within
six (6) months; (4) if after trading begins is delisted by the SEC, or
fails in the requirements of the SEC and resulting in an “E” being placed
after their symbol, except if an “E” is placed for a delay in filing, no
breach will have been made. In the event of a breach by SIBE
and/or StocksThatMove may terminate all services to
SIBE. StocksThatMove or their nominess shall be obliged
to refund any payments/stock to SIBE in event of said breach other
than #1, #2 and #3 in Paragraph 6.
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7.
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In
the event of litigation, the losing party agrees to pay all reasonable
legal costs of
the prevailing party, including legal
fees.
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8.
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Notices.
Any
notice, request demand, consent, waiver or other communication which
either party may wish to serve or, may be required to serve on either
party shall be in writing and shall be served by personal delivery, by
facsimile, by prepaid recognized overnight air express delivery, by
pre-paid certified mail, return receipt requested, to such party at the
address set forth
at the beginning of this
Agreement.
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SIGNATURE PAGE FOLLOWS --
CONSULTANT
AGREEMENT
October
1, 2009 – Sibling Entertainment Group Holdings, Inc and Stocks That Move
LLC
Page 4 of
5
IN WITNESS WHEREOF, the
parties have executed this Agreement on this 1st day
of October 2009.
Sibling
Entertainment Group Holdings, Inc.
/s/ Mitchell Maxwell
Mitchell
Maxwell, President
ACCEPTED
AND AGREED TO
Stocks
That Move LLC
/s/ Barry Davis
Barry
Davis, Managing Member
CONSULTANT
AGREEMENT
October
1, 2009 – Sibling Entertainment Group Holdings, Inc and Stocks That Move
LLC
Page 5 of
5
EXHIBIT
A
The
two million (2,000,000) shares shall be allocated and issued in the following
manner:
A. Nine
Hundred Thousand (900,000) Shares
HOWARD
EDRICH
3640
YACHT CLUB DR., APT. 1401
AVENTURA
FL 33180
B. Nine
Hundred Thousand (900,000) Shares
KIM
DAVIS
9060
EQUUS CIRCLE
BOYNTON
BEACH, FL 33472-4314
C. Two
Hundred Thousand (200,000) Shares
BARRY
DAVIS
3600
MYSTIC POINTE DR, PH 18
AVENTURA,
FL 33180