Subscription Agreement (2006)Full Document 

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__________________________________________

8% SERIES H CONVERTIBLE SECURED
DEBENTURES

SUBSCRIPTION AGREEMENT

__________________________________________

 

 

BY AND BETWEEN

 

SIBLING ENTERTAINMENT GROUP, INC.

 

511 West 25th Street, Suite 503

New York, NY 10001

 

AS ISSUER

 

AND

 

_______________________________

[ NAME of SUBSCRIBER ]

 

 

 

 

Dated as of June ___, 2006

 

 

Subscription Agreement Convertible Debenture Series H

Sibling Entertainment Group, Inc.

Page 1 of 56

June 28, 2006

 

 

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE       NOT BEEN REGISTERED     WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ACCORDINGLY, THE SECURITIES WILL BE ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

 

8% SERIES H CONVERTIBLE SECURED DEBENTURES

SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “Agreement”) by and between _______________________ (the “Subscriber” and/or “Holder”), and Sibling Entertainment Group, Inc., a New York corporation (the “Company”).

RECITALS

WHEREAS, the Company is offering, on a no minimum basis, sixty-five (65) units (the “Units”) at a purchase price of $10,000.00 per Unit; each Unit consists of:   

 

(i)

$10,000 principal amount of the Company’s 8% Series H Convertible Secured Debentures substantially in the form of Exhibit A (the “Convertible Debenture”); the outstanding principal balance Convertible Debentures is convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at the rate of $0.50 per share; for each $1.00 of the Convertible Debenture, converted by the Holder, the Holder shall be entitled to receive (x) one (1) stock purchase warrant substantially in the form attached to the Convertible Debenture as Exhibit CD-2 (the “Series H-2 Warrant”) and (y) one (1) stock purchase warrant substantially in the form attached to the Convertible Debentures as Exhibit CD-3 (the “Series H-3 Warrant”). Each Series H-2 Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $0.75 per share for a period of five (5) years commencing on the conversion date set forth in the Notice of Conversion attached to the Convertible Debenture as Exhibit CD-1 and each Series H-3 Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $1.00 per share for a period of five (5) years commencing on the conversion date set forth in the Notice of Conversion attached to the Convertible Debenture as Exhibit CD-1. All dollar references herein are to U.S. dollars unless otherwise indicated;

 

(ii)

the Convertible Debentures shall have a term of one year from the date of the acceptance of this Subscription Agreement by the Company and shall bear interest at the rate of 8% per annum payable quarterly on the first day of each calendar quarter and shall be prorated for any partial calendar quarter falling within the term of the Convertible Debenture; in addition, the Convertible Debentures provide for the payment, during the term of the Convertible Debentures, of additional premium interest payment equal to one-tenth of one (0.10%) percent of the quarterly net profits from operations (subject to pro-ration), if any, of Hats Holdings, Inc. (“HHI”) (Delaware), a wholly owned subsidiary of Sibling Theatricals, Inc. (Delaware), a wholly subsidiary of the Company, corresponding to the calendar quarters of the term of the Convertible Debentures; the additional premium interest payment, if any, is payable within forty-five (45) days after the close of each calendar quarter; and

 

 

Subscription Agreement Convertible Debenture Series H

Sibling Entertainment Group, Inc.

Page 2 of 56

June 28, 2006

 



 

 

 

(iii)

six thousand (6,000) stock purchase warrants substantially in the form of Exhibit B hereto (the “SERIES H-1 Warrant”). Each SERIES H-1 Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $0.55 per share for a period of three (3) years commencing on the date of the acceptance of this Subscription Agreement by the Company.

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