ContractCredit Agreement • September 20th, 2013 • Xhibit Corp. • Services-advertising • Arizona
This Amended and Restated Credit Agreement (this “Agreement”) is dated as of September 18, 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, AZ1-1178, 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 and amends and restates that certain Credit Agreement dated May 10, 2013 between the parties (the “Credit Agreement”).
ContractCredit Agreement • September 20th, 2013 • Xhibit Corp. • Services-advertising • Arizona
This agreement dated as of September 18, 2013 is between SMXE Lending, LLC a Delaware limited liability company (together with its successors and assigns, the “Lender”), whose address is 2525 East Camelback Road, Suite 850, Phoenix, AZ 85016, 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.
AMENDMENT TO MUTUAL RELEASE AGREEMENTMutual Release Agreement • September 20th, 2013 • Xhibit Corp. • Services-advertising
THIS AMENDMENT TO MUTUAL RELEASE AGREEMENT (the "Amendment") is dated as of this 18th day of September, 2013, (the "Amendment Date") by and among XHIBIT CORP., a Nevada corporation (formerly known as NB Manufacturing, Inc.) (the "Company"), FlyReply Corp., a Nevada corporation, Xhibit Interactive, LLC, a Nevada limited liability company, SpyFire Interactive, LLC, a Nevada limited liability company, Stacked Digital, LLC, a Washington limited liability company, and SHC Parent Corp., a Delaware corporation, each with its offices at 80 E. Rio Salado Parkway, Suite 115, Tempe, AZ 85281 (the "Company Offices"), and CHRIS RICHARDE, an unmarried individual, whose address is 6407 E. Catesby Road, Paradise Valley, AZ 85253 ("Richarde" and with the Company, FlyReply Corp. Xhibit Interactive, LLC, SpyFire Interactive, LLC, Stacked Digital, LLC, and SHC Parent Corp., the "Parties").
Dated as of September 18, 2013Continuing Guaranty • September 20th, 2013 • Xhibit Corp. • Services-advertising • Arizona
Guaranty. To induce SMXE Lending, LLC, a Delaware limited liability company, whose address is 2525 E. Camelback Road, Suite 850, Phoenix, AZ 85016 (together with its successors and assigns, the “Lender”), at its option, to make financial accommodations, make or acquire loans, extend or continue credit or some other benefit, present or future, direct or indirect, and whether several, joint or joint and several, to SkyMall, LLC (whether one or more, the “Borrower”, individually and collectively, if more than one), and because the undersigned (the “Guarantor”) has determined that executing this Guaranty is in its interest and to its financial benefit, the Guarantor absolutely and unconditionally guarantees to the Lender the performance of and full and prompt payment of the Liabilities when due, whether at stated maturity, by acceleration or otherwise. The Guarantor will not only pay the Liabilities, but will also reimburse the Lender for any fees, charges, costs and expenses, including re
TRADEMARK AND COPYRIGHT COLLATERAL AGREEMENTTrademark and Copyright Collateral Agreement • September 20th, 2013 • Xhibit Corp. • Services-advertising
THIS TRADEMARK AND COPYRIGHT COLLATERAL AGREEMENT (this "Agreement") is executed this 18th day of September, 2013, by and between Xhibit Corp., a Nevada corporation (“Debtor”), with its principal place of business and mailing address at 80 East Rio Salado Parkway, Suite 115, Tempe, Arizona 85281, as successor to Xhibit, LLC, and SMXE Lending, LLC, a Delaware limited liability company (“Assignee”), with its mailing address of 2525 E. Camelback Road, Suite 850, Phoenix, Arizona 85016.
AGREEMENTMerger Agreement • September 20th, 2013 • Xhibit Corp. • Services-advertising • Arizona
This Agreement (this “Agreement”) is dated as of September 18, 2013, by and among XHIBIT CORP., a Nevada corporation (“Xhibit”), SHC PARENT CORP., a Delaware corporation (“SHC”), and TNC GROUP, INC., an Arizona corporation (the “Stockholder Representative”). Xhibit, SHC and the Stockholder Representative are each a "Party" and collectively the "Parties" to this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
Dated as of September 18, 2013 Grant of Security Interest. _____________ (whether one or more, the “Debtor”, individually and collectively if more than one) grants to SMXE Lending, LLC, a Delaware limited liability company, whose address is 2525 E....Continuing Security Agreement • September 20th, 2013 • Xhibit Corp. • Services-advertising • Arizona
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 18, 2013, AMONG THE BORROWER, THE LENDER AND JPMORGAN CHASE BANK, N.A. (THE “SENIOR SECURED PARTY”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE BORROWER AND ITS SUBSIDIARIES PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF MAY 10, 2013, BETWEEN THE BORROWER AND SENIOR SECURED PARTY, AS SUCH CREDIT AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • September 20th, 2013 • Xhibit Corp. • Services-advertising • Arizona
SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of September 18, 2013, among JPMorgan Chase Bank, N.A. (together with its successors and assigns, the “Bank”) (also referred to herein as the “Senior Secured Party”), SMXE Lending, LLC, a Delaware limited liability company (the “Subordinated Secured Party”), and SkyMall, LLC (the “Borrower”).
TRADEMARK COLLATERAL AGREEMENTTrademark Collateral Agreement • September 20th, 2013 • Xhibit Corp. • Services-advertising
THIS TRADEMARK COLLATERAL AGREEMENT (this "Agreement") is executed this 18th day of September, 2013, by and between SkyMall, LLC, a Delaware limited liability company (“Debtor”), with its principal place of business and mailing address at 1520 East Pima Street, Phoenix, Arizona 85034, and SMXE Lending, LLC, a Delaware limited liability company (“Assignee”), with its mailing address of 2525 E. Camelback Road, Suite 850, Phoenix, Arizona 85016.
