COMMON STOCK PURCHASE WARRANT INCUMAKER, INC.Common Stock Purchase Warrant • November 4th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (in connection with the merger of Incumaker, Inc., a Delaware corporation (the “Company”), and SkyAuction.com, Inc. (the “Merger”), Michael Hering (the “Holder”), President and CEO of SkyAuction.com, Inc., as recognition of the efforts he made to the consummation of the Merger, is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof for the Exercise Period (defined below), to purchase from the Company up to 5,000,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain Agreement and Plan of Merger agreement dated November 12, 2018, by an
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN INCUMAKER, INC., a Delaware corporation AND UBID HOLDINGS, INC., a Delaware corporation DATED AS OF October 23, 2018Agreement and Plan of Merger • November 4th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 23, 2018, is entered into by and between Incumaker, Inc., a Delaware corporation (the “Company”), and uBid Holdings, Inc., a Delaware corporation (“UBID”), that hereby agree as follows:
SECURITY AGREEMENTSecurity Agreement • November 4th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Delaware
THIS SECURITY AGREEMENT (this “Agreement"), is entered into as of November 12, 2018, by and among SkyAuction.com, Inc., a Delaware corporation (the "Guarantor"), and the Michael Hering as Shareholder Representative (as defined in the Merger Agreement, (the "Secured Party”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Agreement and Plan of Merger (the “Merger Agreement”), that certain Secured Promissory Note (the “Note”), and that certain Secured Unconditional Guaranty (“Guaranty”), entered into by and between Guarantor, the Secured Party, and Incumaker of even date herewith.
UNCONDITIONAL SECURED GUARANTYRDE, Inc. • November 4th, 2020 • Retail-catalog & mail-order houses • New Jersey
THIS UNCONDITIONAL SECURED GUARANTY ("Guaranty") is made and entered into effective as of November 12, 2018, by SkyAuction.com, Inc., a Delaware corporation with an address of 241 North Avenue West, Westfield, New Jersey 07090 ("Guarantor") in favor of Michael Hering (“Hering”) as Shareholder Representative (as defined in the Merger Agreement) (“Payee").
CONSENT AND AGREEMENT TO STOCK SALE AGREEMENT AND MUTUAL RELEASEConsent and Agreement • November 4th, 2020 • RDE, Inc. • Retail-catalog & mail-order houses • Georgia
This Consent and Agreement to Stock Sale Agreement and Mutual Release (this “Agreement”) dated July 1, 2020 is entered into by and among uBid Holdings, Inc., a Delaware corporation (“uBid”), SkyAuction.com, Inc., a Delaware corporation and a wholly-owned subsidiary of uBid (“SkyAuction”), and Michael Hering (“Hering”), individually, and in his capacity as the representative (the “Shareholder Representative”) for certain former SkyAuction shareholders identified in the Merger Agreement (defined below) and Salvatore Esposito (“Esposito”). uBid Holdings, SkyAuction, Esposito, Hering and the Shareholder Representative are hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.
