Sibling Group Holdings, Inc. Sample Contracts

Sibling Group Holdings, Inc. – SIBLING GROUP HOLDINGS, INC. WARRANT (June 16th, 2016)

Sibling Group Holdings, Inc., a Texas corporation (the “Company”), hereby certifies that, for value received, [NAME] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of twenty-five million (25,000,000) shares of common stock, $[AMOUNT] par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to US$ 0.04 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is three (3) years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions.  This Warrant (this “Warrant”) is issued pursuant to a subscription agreement entered into on February 22, 2016 by and among the Company and the Purchasers identified therein (the “Subscription Agreement”).  All such w

Sibling Group Holdings, Inc. – BRIDGE LOAN AGREEMENT (March 7th, 2016)

THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is entered into as of March 3, 2016 (the “Effective Date”), between SIBLING GROUP HOLDINGS, INC., a Texas corporation (the “Borrower”), and Hong Tu (American Passport Number 452066033) (the “Lender”).  Borrower and Lender are sometimes referred to herein as the “Parties” and each as a “Party.”

Sibling Group Holdings, Inc. – VIDEO PRODUCTION AGREEMENT (November 9th, 2015)

Three Thousand, Five Hundred (3,500) videos, each lasting approximately three minutes (3:00), featuring academic instruction presented in a creative, humorous way (the “Videos”). Producer shall produce and deliver the Videos according to the Review, Approval, and Delivery Process outlined on Schedule 1 to this Agreement.

Sibling Group Holdings, Inc. – SIBLING GROUP HOLDINGS, INC. WARRANT (October 23rd, 2015)

Sibling Group Holdings, Inc., a Texas corporation (the “Company”), hereby certifies that, for value received, [NAME] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [NUMBER] shares of common stock, $[AMOUNT] par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $[EXERCISE PRICE] per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is [NUMBER OF YEARS] years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions.  This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of February 27, 2015, by and among the Company and the Purchasers identified therei

Sibling Group Holdings, Inc. – CONFIDENTIAL SEVERANCE AND MUTUAL RELEASE AGREEMENT (October 23rd, 2015)

THIS IS A CONFIDENTIAL SEVERANCE AND MUTUAL RELEASE AGREEMENT (“the Agreement”) between, on the one hand, Brian OliverSmith (hereinafter “Brian”) and Catherine OliverSmith (hereinafter “Catherine”), and each of their heirs and assigns (collectively, Brian and Catherine are referred to herein as the “OliverSmiths”), and, on the other hand, Sibling Group Holdings, Inc. (hereinafter “Sibling”), Urban Planet Media and Entertainment Corp. (“UPM”) (Sibling and and UPM are collectively referred to herein as “Employer”), and the Employer Releasees (as defined herein).

Sibling Group Holdings, Inc. – SIBLING GROUP HOLDINGS, INC. WARRANT (October 23rd, 2015)

Sibling Group Holdings, Inc., a Texas corporation (the “Company”), hereby certifies that, for value received, Henry Scherick or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 1,428,571 shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.10 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is five years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions.  Definitions.  In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.

Sibling Group Holdings, Inc. – SIBLING GROUP HOLDINGS, INC. WARRANT (October 23rd, 2015)

Sibling Group Holdings, Inc., a Texas corporation (the "Company"), hereby certifies that, for value received, [Name of Holder] or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of [          ]1 shares of common stock, $0.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal the 5 day volume weighted average price immediately preceding the exercise date of the Warrant B (as adjusted from time to time as provided in Section 9, the "Exercise Price"), at any time and from time to time from and after the date hereof and through and including the fifth anniversary of the date hereof (the "Expiration Date"), and subject to the following terms and conditions.  This Warrant (this "Warrant") is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of February 27, 2015, by and among the

Sibling Group Holdings, Inc. – SIBLING GROUP HOLDINGS, INC. WARRANT (October 23rd, 2015)

Sibling Group Holdings, Inc., a Texas corporation (the "Company"), hereby certifies that, for value received, Shenzhen City Qianhai Xinshi Education Management Co., Ltd. or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of 42,857,143 shares of common stock, $0.0001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to $0.07 per share (as adjusted from time to time as provided in Section 9, the "Exercise Price"), at any time and from time to time from and after the date hereof and through and including the date that is five years from the date of issuance hereof (the "Expiration Date"), and subject to the following terms and conditions. This Warrant (this "Warrant") is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of February 27, 2015, by and among the Company and the P

Sibling Group Holdings, Inc. – Offer Letter (October 23rd, 2015)

Equity Compensation: 2,000,000 shares issued on July 20, 2015 and another 2,000,000 shares upon successfully reaching a five-day average share price of $0.15.

Sibling Group Holdings, Inc. – SIBLING GROUP HOLDINGS, INC. WARRANT B (October 23rd, 2015)

Sibling Group Holdings, Inc., a Texas corporation (the "Company"), hereby certifies that, for value received, Shenzhen City Qianhai Xinshi Education Management Co., Ltd. or its registered assigns (the "Holder"), is entitled to purchase from the Company (a) up to a total 42,857,143 shares of common stock, $0.001 par value per share (the "Common Stock"), of the Company (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") at an exercise price equal to the 5 day volume weighted average price immediately preceding the exercise date (as adjusted from time to time as provided in Section 9, the "Exercise Price"), and (b) only as part of and in connection with the purchase of the Warrant Shares, warrants in the form attached to the Purchase Agreement (as hereinafter defined) as Exhibit A-3 to acquire up to 0.50 shares of Common Stock for each Warrant Share purchased (the "Additional Warrants"), at any time and from time to time from and after the date hereof and throug

Sibling Group Holdings, Inc. – SETTLEMENT AGREEMENT AND MUTUAL RELEASE (September 30th, 2015)

This Settlement Agreement and Mutual Release (the “Agreement”) dated as of September 24, 2015 (the “Effective Date”) is entered into by and among:

Sibling Group Holdings, Inc. – ADDENDUM TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE (September 30th, 2015)

This Addendum to Settlement Agreement and Mutual Release is dated as of September 24, 2015 (the “Addendum”) and has been executed for the purpose of clarifying the terms and conditions of the Settlement Agreement and Mutual Release dated as of September 24, 2015 (the “Settlement Agreement”) entered into by and among V3 Capital Partners, LLC, Scot Cohen, Oakway International, Ltd., North Haven Equities, LLC, Gaurav Malhotra, Richard Abbe, Jonathan Rudney, Matthew Hill and Kyle Pollack, and Sibling Group Holdings, Inc., together with its Affiliates as defined in the Settlement Agreement.

Sibling Group Holdings, Inc. – V3 Capital Partners, LLC (June 26th, 2015)
Sibling Group Holdings, Inc. – SECURITIES PURCHASE AGREEMENT (June 26th, 2015)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2015 among Sibling Group Holdings, Inc., a Texas corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

Sibling Group Holdings, Inc. – SECURITIES PURCHASE AGREEMENT (June 26th, 2015)

This Securities Purchase Agreement (this “Agreement”) is dated as of February _____, 2015, between Sibling Group Holdings, Inc., a Texas corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

Sibling Group Holdings, Inc. – Strategic Partner Shenzhen Times Increases Stake in Sibling Group; $5,500,000 Warrant Exercise to fund growth initiatives (April 10th, 2015)

DURHAM, North Carolina, April 9, 2015 -- Sibling Group Holdings, Inc. (OTCQB: SIBE), (the "Company" or “Sibling Group”), an educational technology company, announced today that it has received proceeds of $5,500,000 million as a result of the exercise of previously issued common share purchase warrants.

Sibling Group Holdings, Inc. – SHARE EXCHANGE AGREEMENT by and among SIBLING GROUP HOLDINGS, INC. a Texas Corporation and URBAN PLANET MEDIA & ENTERTAINMENT, CORP., A Delaware corporation and THE SHAREHOLDERS OF URBAN PLANET MEDIA & ENTERTAINMENT, CORP. Dated as of January 28, 2015 (January 30th, 2015)

THIS STOCK EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of January 28, 2015, by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (the “Company”), with offices at 901 Mopac Expressway South, Barton Oaks Plaza One, Suite 300, Austin, TX 78746 and URBAN PLANET MEDIA & ENTERTAINMENT, CORP., a Delaware corporation (“Urban Planet”) with offices at 4711 Hope Valley Road, Suite 4F-104, Durham, NC 27707, and the shareholders of Urban Planet set forth on Exhibit B (the “Urban Planet Shareholders”). Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”  Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.

Sibling Group Holdings, Inc. – Rights and Preferences for Series A Convertible Preferred Stock CERTIFICATE OF DESIGNATION OF POWERS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF SIBLING GROUP HOLDINGS, INC. (January 30th, 2015)

SECOND:  The Amended and Restated Certificate of Formation of the Corporation provides that the Corporation shall have authority to issue (a)  500,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”) and (b) 10,000,000 shares of Series A Preferred, par value $.0001, (“Series A Preferred”), the designations, preferences, rights, qualifications, limitations, and restrictions of which may be fixed and determined by the Board of Directors of the Corporation without shareholder action in accordance with Section 21.155 of the Texas Business Organizations Code (“TBOC”).

Sibling Group Holdings, Inc. – EMPLOYMENT AGREEMENT (January 30th, 2015)

This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 28th day of January, 2015 by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (the "Company"), and BRIAN A. OLIVERSMITH (the "Executive").

Sibling Group Holdings, Inc. – SENIOR CONVERTIBLE PROMISSORY NOTE (December 11th, 2014)

FOR VALUE RECEIVED, SIBLING GROUP HOLDINGS, INC., a Texas corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of FIREROCK CAPTIAL, INC., a Delaware corporation, or registered assigns (the “Holder”): (1) if paid fully in the form of lawful money of the United States of America by June 1, 2015 (the “Maturity Date”), the sum of $275,000.00, which amount is the $250,000 actual amount of the purchase price hereof plus a 10% original issue discount (the “Paid In Cash Full Purchase Price Amount”) and to pay interest on the unpaid Paid In Full Purchase Price Amount hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise; (ii) if $0.00 of the Paid In Cash Full Purchase Price Amount is paid by the Maturity Date, then the sum of $525,000.00 shall be paid in the form of conversion into Common Stock (

Sibling Group Holdings, Inc. – SECURITIES PURCHASE AGREEMENT (December 11th, 2014)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 1, 2014, by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation, with headquarters located at 901 Mopac Expressway South, Barton Oaks Plaza One, Suite 300, Austin, TX 78746 (the “Company”), and FIREROCK CAPTIAL, INC., a Delaware corporation, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

Sibling Group Holdings, Inc. – October 29, 2014 (November 14th, 2014)

We have been discussing with you the proposed acquisition of all assets (tangible and intangible), liabilities and operations of Urban Planet Media & Entertainment Corp. (UPM), a Delaware Corporation, et al (all subsidiaries and affiliates including all intellectual properties of each, collectively, the “Seller”) by a newly formed wholly owned Corp. (the “Buyer”), through a mutually acceptable transaction.  This letter sets forth the understanding in principle of Buyer, Seller, and the persons signing this letter as shareholders (collectively, the “Shareholders”) with respect to the material terms of such proposed acquisition and certain other matters.

Sibling Group Holdings, Inc. – CLOSING TERMS ADDENDUM (May 30th, 2014)

The following are closing terms related to completing the asset purchase under the terms of the Asset Purchase Agreement between BLSCH Acquisition, LLC (“Purchaser”) and Blendedschools.net (“Seller) dated November 25, 2013 (the “Agreement”):

Sibling Group Holdings, Inc. – ASSET PURCHASE AGREEMENT (May 15th, 2014)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 25th day of November, 2013 (the “Agreement Date”), by and between BLSCH ACQUISITION, LLC, a Georgia limited liability company (“Purchaser”) and BLENDEDSCHOOLS.NET, a Pennsylvania non-profit corporation (“Seller”).

Sibling Group Holdings, Inc. – ASSET PURCHASE AGREEMENT (May 15th, 2014)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of January, 2014 (the “Closing Date”), by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (“Purchaser”) and DWSABA CONSULTING LLC, a Texas limited liability company (“Seller”) and DAVID W. SABA, a resident of the State of Texas(“Shareholder”).

Sibling Group Holdings, Inc. – [FORM OF] CONSULTING AGREEMENT (April 17th, 2014)

THIS CONSULTING AGREEMENT is made and entered into this __ day of ____ by and between Sibling Group Holdings, Inc, a Texas corporation (“SIBE” or “Company”) and _______________, a resident of the State of ___________ (“Consultant”).

Sibling Group Holdings, Inc. – [FORM OF AGREEMENT TO CONVERT DEBT] Partial Settlement of Debt (April 17th, 2014)

Sibling Group Holdings, Inc. accepts the previously agreed upon offer negotiated in the email dated __________________ to settle a portion of the company’s obligation for the amount $_____________ with _____________. An issuance of ___________ shares of restricted “SIBE” stock hereby reduces _____ current bill by approximately one half for the services this firm has provided the company.

Sibling Group Holdings, Inc. – ASSET PURCHASE AGREEMENT (March 28th, 2014)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 5th day of July, 2013 (the “Closing Date”), by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (“Purchaser”) and PLC Consultants, LLC, a Ohio limited liability company (“Seller”) and Pamela Danklefsen and Shawn DiNarda Watters,  both residents of the State of Ohio(“Shareholders”).

Sibling Group Holdings, Inc. – CONSULTING AGREEMENT (March 27th, 2014)

THIS CONSULTING AGREEMENT is made and entered into this 1st day of May, 2013, by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (the “SIBE”) and Robert Hill, a resident of the State of Georgia (“Consultant”).

Sibling Group Holdings, Inc. – ASSET PURCHASE AGREEMENT (March 27th, 2014)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 31st day of May, 2013 (the “Closing Date”), by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (“Purchaser”) and CLASSCHATTER.COM LLC, a New Jersey limited liability company (“Seller”) and DANIEL J. DELUCA, a resident of the State of New Jersey (“Shareholder”).

Sibling Group Holdings, Inc. – CONSULTING AGREEMENT (March 27th, 2014)

THIS CONSULTING AGREEMENT is made and entered into this 1st day of June, 2013, by and between SIBLING GROUP HOLDINGS, INC., a Texas corporation (“SIBE”) and Daniel J. DeLuca, a resident of the State of New Jersey (“Consultant”).

Sibling Group Holdings, Inc. – ASSET PURCHASE AGREEMENT by and among BLSCH ACQUISITION, LLC, (March 10th, 2014)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 25th day of November, 2013 (the “Effective Date”), by and between BLSCH ACQUISITION, LLC, a Georgia limited liability company (“Purchaser”) and BLENDEDSCHOOLS.NET, a Pennsylvania non-profit corporation (“Seller”).

Sibling Group Holdings, Inc. – CONSULTING AGREEMENT (December 11th, 2012)

This Consulting Agreement is entered into as of the third day of October 2012, by and between Sibling Group Holdings, a Texas corporation (the "Company"), with offices located at 1355 Peachtree Street, Suite 1159, Atlanta, GA 30309, and Steeltown Consulting Group, LLC, a Pennsylvania Limited Liability Company, (the "Consultant"), with offices at 5000 Treesdale Drive, Gibsonia, PA 15044.

Sibling Group Holdings, Inc. – AGREEMENT TO CONVERT DEBT (December 11th, 2012)

This memo shall serve to record the agreement by Richard Smyth to convert the existing debt at September 30, 2012 to common stock in SIBE at $2.00 per share. The outstanding amount as of that date that shall be converted is $136,328, and in consideration of the conversion of the debt 68,500 shares of common stock shall be issued. Richard Smyth may issue the shares to third parties and will notify the transfer agent of the issuance information at the time of issuance.

Sibling Group Holdings, Inc. – AGREEMENT TO CONVERT DEBT (December 11th, 2012)

This memo shall serve to record the agreement by Meshugeneh, LLC to convert the existing debt at September 30, 2012 to common stock in SIBE at $2.00 per share. The outstanding amount as of that date that shall be converted is $377,034.60, and in consideration of the conversion of the debt is 188,500 shares of common stock shall be issued. Meshugeneh may issue the shares to third parties and will notify the transfer agent of the issuance information at the time of issuance.