JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)Joint Filing Agreement • May 28th, 2013 • Xse, LLC • Services-advertising
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Agreement and Plan of Merger by and among Xhibit Corp., a Nevada corporation; Project SMI Corp., a Delaware corporation; SHC Parent Corp., a Delaware corporation; and TNC Group, Inc., an Arizona corporation Dated as of May 16, 2013Merger Agreement • May 28th, 2013 • Xse, LLC • Services-advertising • Arizona
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of May 16, 2013, by and among: Xhibit Corp., a Nevada corporation (“Parent”); Project SMI Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); SHC Parent Corp., a Delaware corporation (the “Company”); and TNC Group, Inc., an Arizona corporation (“Stockholder Representative”). Parent, Merger Sub, Company and Stockholder Representative are each a “Party” and collectively the “Parties” to this Agreement. Capitalized terms used in this Agreement are defined in Exhibit A.
