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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"), Dick Foster Productions, Inc., a Nevada
corporation (the
"Company") and, Dick Foster, an individual resident in Nevada
("DF") and Lynne
Foster, 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 Dick Foster and Lynne Foster, 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 Dick Foster 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).
<PAGE>
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
Selle
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