Dated as of May 14, 2013Continuing Security Agreement • May 22nd, 2013 • Xhibit Corp. • Services-advertising • Arizona
Grant of Security Interest. Xhibit Corp. (whether one or more, the "Debtor", individually and collectively if more than one) grants to JPMorgan Chase Bank, N.A., whose address is 201 N. Central Ave, 21st Floor, AZl-1178, Phoenix, AZ 85004 (together with its successors and assigns, the "Bank") a continuing security interest in, pledges and assigns to the Bank all of the Collateral (as hereinafter defined) owned by the Debtor, all of the collateral in which the Debtor has rights or power to transfer rights and all Collateral in which the Debtor later acquires ownership, other rights or rights or power to transfer rights to secure the payment and performance of the Liabilities.
EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2013 • Xhibit Corp. • Services-advertising • Arizona
This Employment Agreement (the “Agreement”), between Skymall Holding Corp., a Delaware corporation (the “Company”), and Kevin Weiss (“Employee”), is entered into effective as of April 18, 2013 (the “Effective Date”).
ContractCredit Agreement • May 22nd, 2013 • Xhibit Corp. • Services-advertising • Arizona
This agreement dated as of May 10, 2013 is between JPMorgan Chase Bank, N.A. (together with its successors and assigns, the "Bank"), whose address is 201 N. Central Ave, 21st Floor, AZl-1178, Phoenix, AZ 85004, and SkyMall, LLC (individually, the "Borrower" and if more than one, collectively, the "Borrowers"), whose address is 1520 E. Pima Street, Phoenix, AZ 85034-4639.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2013 • Xhibit Corp. • Services-advertising • Arizona
Registration Rights Agreement (this “Agreement”), dated as of May 16, 2013, is by and among Xhibit Corp., a Nevada corporation (the “Company”) and the investors set forth on Schedule 1 attached hereto, who are receiving shares of the Company’s common stock, par value $0.0001 per share, pursuant to that certain Agreement and Plan of Merger, of even date herewith, by and among the Company, Project SMI Corp., a Delaware corporation (“SMI”), SHC Parent Corp., a Delaware corporation (“Target”) and TNC Group, Inc. as Stockholder Representative for the Investors (as defined below), pursuant to which SMI was merged with and into Target (the “Merger”).
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 22nd, 2013 • Xhibit Corp. • 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.
VOTING AGREEMENTVoting Agreement • May 22nd, 2013 • Xhibit Corp. • Services-advertising • Nevada
WHEREAS, Richarde is a principal shareholder, officer and director of Xhibit Corp. (formerly known as NB Manufacturing, Inc.), a Nevada corporation (“Xhibit”).
