TABLE OF CONTENTSRevolving Credit Agreement • August 13th, 2009 • NB Manufacturing, Inc. • Blank checks • Colorado
EXHIBIT B TO REVOLVING CREDIT AGREEMENTNB Manufacturing, Inc. • August 13th, 2009 • Blank checks • Colorado
Exhibit 99.3 REVOLVING LOAN NOTE LENDER: Lazzeri Family Trust 2560 W. Main Street, Suite 200 Littleton, Colorado 80120 PRINCIPAL AMOUNT: $250,000 DATE OF NOTE: July 10, 2008 BORROWER: NB Manufacturing, Inc. 2560 W. Main Street, Suite 200 Littleton,...NB Manufacturing, Inc. • July 18th, 2008 • Blank checks
XHIBIT CORP. Restricted Stock Award Agreement (Tenure-Based Installment Vesting)Restricted Stock Award Agreement • September 30th, 2013 • Xhibit Corp. • Services-advertising • Nevada
This Restricted Stock Award Agreement consists of this agreement and the Restricted Stock Terms and Conditions attached hereto. By signing below, you accept the grant of this Restricted Stock Award and agree that this Restricted Stock Award is subject in all respects to the terms and conditions of the Plan. A copy of the Plan is attached hereto and is also available upon request to Scott Wiley, CFO, at (602) 528-8659 or swiley@skymall.com.
Xhibit Interactive, LLC Employment Agreement Mirco PasqualiniEmployment Agreement • April 16th, 2013 • Xhibit Corp. • Services-advertising • Arizona
This Employment Agreement (this “Agreement”) is made to be effective as of January 1, 2013 (the “Effective Date”) by and between Xhibit Interactive, LLC, a Nevada limited liability company (“Employer”), and Mirco Pasqualini (“Employee”).
MERGER AGREEMENT AMONG NB MANUFACTURING, INC., NB MANUFACTURING SUBSIDIARY, LLC, XHIBIT, LLC AND A CERTAIN DIRECTOR AND OFFICER OF NB April 12, 2012Merger Agreement • April 18th, 2012 • NB Manufacturing, Inc. • Blank checks • Arizona
This Merger Agreement (the "Agreement") is dated as of April 12, 2012, by and among NB Manufacturing, Inc., a Nevada corporation (the "Buyer"), NB Manufacturing Subsidiary, LLC, a Nevada limited liability company that is a wholly-owned Subsidiary of the Buyer (the "Transitory Subsidiary"), XHIBIT, LLC, a Nevada limited liability company (the "Target"), and Derold L. Kelley, an officer and director of the Buyer (the "Buyer Officer"). The Buyer, the Transitory Subsidiary, the Target and the Buyer Officer are referred to collectively herein as the "Parties." The Buyer Officer is a Party solely for the limited purposes expressly stated in this Agreement.
Purchase AgreementPurchase Agreement • April 16th, 2013 • Xhibit Corp. • Services-advertising • Utah
IN CONSIDERATION OF THE COVENANTS and agreements contained inthis Sales Agreement, the parties to this Agreement agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2013 • Xhibit Corp. • Services-advertising • Arizona
This Employment Agreement (the “Agreement”), between Xhibit Corp., a Nevada corporation (the “Company”), and Kevin Weiss (“Employee”), is entered into effective as of June 19, 2013 (the “Effective Date”).
AMENDMENT TO CREDIT AGREEMENT AND TO LINE OF CREDIT NOTE AND TO SECURITY AGREEMENT BETWEEN SMXE LENDING, LLC AND SKYMALL, LLCSecurity Agreement • February 6th, 2014 • Xhibit Corp. • Services-advertising
This Amendment to Credit Agreement, and to Line of Credit Note and to Security Agreement (the “Amendment”) is entered into as of January 31, 2014 but dated to be effective December 31, 2013 between SMXE Lending, LLC (“Lender”) and SkyMall, LLC, a Delaware limited liability company (“Borrower”), and amends (a) the Credit Agreement dated September 18, 2013, between Lender and Borrower, and (b) the Line of Credit Note dated September 18, 2013 payable by Borrower to Lender, and (c) the Security Agreement dated September 18, 2013, between Lender and Borrower.
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”).
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”).
MARKETING SERVICES AGREEMENTMarketing Services Agreement • April 16th, 2013 • Xhibit Corp. • Services-advertising • Arizona
THIS MARKETING SERVICES AGREEMENT (this “Agreement”) is made and entered into effective as of December 1, 2012 (the “Effective Date”) by and among Stacked Digital, LLC a Washington limited liability company (“Stacked”), with its officers at 80 E. Rio Salado Parkway, Suite 115, Tempe, AZ 85281 and WAT Works, LLC a Utah limited liability company (“WAT Works”), with its primary place of business located at 4525 South 2300 East, Suite 150, Holladay, UT 84117.
Amended and Restated Continuing Security AgreementContinuing Security Agreement • May 6th, 2014 • Xhibit Corp. • Services-advertising • Arizona
This Amended and Restated Continuing Security Agreement (the “Agreement”) is dated as of April 29, 2014, and is by and between SkyMall, LLC, a Delaware limited liability company (the “Borrower”), whose address is 1520 E. Pima Street, Phoenix, AZ 85034-4639, and SMXE Lending, LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”), whose address is 2525 E. Camelback Road, Suite 850, Phoenix, AZ 85016.
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").
XHIBIT CORP. FORM OF UNSECURED NOTE PURCHASE AGREEMENTUnsecured Note Purchase Agreement • April 19th, 2013 • Xhibit Corp. • Services-advertising • Arizona
This Unsecured Note Purchase Agreement (the “Agreement”) is made as of the 15th day of April, 2013 (the “Effective Date”) by and between Xhibit Corp., a Nevada corporation (the “Company”), and each of the investors listed on Exhibit A attached to this Agreement as may be amended from time to time as set forth herein (each a “Purchaser” and together the “Purchasers”).
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, 2013Subscription 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.
Form of Indemnity AgreementForm of Indemnity Agreement • October 11th, 2013 • Xhibit Corp. • Services-advertising • Nevada
This Indemnity Agreement dated as of the 31st day of August, 2012 is made by and between NB Manufacturing Inc., a Nevada corporation (the “Corporation”), and _________ (the “Indemnitee”).
SECOND AMENDMENT TO AMENDED AND RESTATED PROMOTIONAL AGREEMENT BETWEEN MARRIOTT REWARDS, INC. AND SKYMALL VENTURES, INC. EFFECTIVE JANUARY 1, 2007Promotional Agreement • August 19th, 2013 • Xhibit Corp. • Services-advertising
This Amendment is entered into as of this ______ day of December, 2010 by and between MARRIOTT REWARDS, LLC ("Marriott Rewards") and SKYMALL VENTURES, INC. ("SkyMall").
ContractCredit Agreement • May 6th, 2014 • Xhibit Corp. • Services-advertising • Arizona
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 11th, 2013 • Xhibit Corp. • Services-advertising • Nevada
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, _____ between XHIBIT CORP., a Nevada corporation (“Xhibit” and the “Company”), and __________ (“Indemnitee”).
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”).
AMENDED AND RESTATED PROMOTIONAL AGREEMENT by and between MARRIOTT REWARDS, LLC and SKYMALL VENTURES, INC. Effective as of January 1, 2007Promotional Agreement • August 19th, 2013 • Xhibit Corp. • Services-advertising • Maryland
Dated as of September 18, 2013Subordination Agreement • 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
SETTLEMENT AGREEMENTEmployment Agreement • June 7th, 2012 • NB Manufacturing, Inc. • Blank checks • Arizona
THIS SETTLEMENT AGREEMENT (the "Agreement") isdated as of this 4thday ofJanuary, 2012,(the "Effective Date") by and amongXHIBIT, LLC, a Nevada limited liability company, with its offices at 80 E. Rio Salado Parkway, Suite 611,Tempe, AZ 85281(the "Company"), Xhibit Management Corp., a Nevada corporationand the manager of the Company, with its offices at 80 E. Rio Salado Parkway, Suite 611, Tempe, AZ 85281(the "Manager")and JASONHRISSIKOPOULOS, a married individual, whose address is 3310 E. Huber Street, Mesa, AZ 85213 ("Hrissikopoulos").
LIST MANAGEMENT AGREEMENTList Management Agreement • June 7th, 2012 • NB Manufacturing, Inc. • Blank checks • Utah
THIS AGREEMENT, effective as of this 9th day August, 2010 (the "Effective Date") by and between SpyFire Interactivem LLC, with its principle address at P.O. BOX 3478 Incline Village, NV ("Company"), and AdCafe LLC, with its principle address at 5072 N 300 W Provo, UT 84604 to be known as ("Client"). Company and Client arc referred to herein collectively as the "Parties" or individually as a "Party".
SETTLEMENT AND RELEASE AGREEMENTIntellectual Property Assignment Agreement • September 28th, 2012 • NB Manufacturing, Inc. • Services-advertising • Arizona
This Settlement and Release Agreement (the "Agreement") is entered into as of September 24, 2012 by and among the Kevin McCloskey IRA ("McCloskey IRA"), Cuipo, LLC, a Delaware limited liability company ("Cuipo"), Michael Greco ("Greco"), Kevin Maloney ("Maloney") Keith "Seven" Volpone ("Volpone"), and NB Manufacturing, Inc., a Nevada corporation ("NB" or "Company").
Insertion Order Standard Terms and ConditionsInsertion Order • June 7th, 2012 • NB Manufacturing, Inc. • Blank checks • Utah
The following Terms and Conditions (the “Agreement”) sets forth the terms and conditions which shall govern Insertion Order(s) (“IO”) executed between AdCafe, LLC, with its principal place of business at 5072 N 300 W Provo, UT 84604 (“AdCafe”) and Spyfire Interactive as Company (“Company”), with its principal place of business at P.O. Box 3478 Incline Village, NV 89450 for advertising and marketing services provided by Company or its affiliates to AdCafe. This Agreement and IO(s) are effective upon execution by both Parties or upon commencement or services by the Company.
FIRST AMENDMENT TO AMENDED AND RESTATED PROMOTIONAL AGREEMENT BETWEEN MARRIOTT REWARDS, INC. AND SKYMALL VENTURES, INC. EFFECTIVE JANUARY 1, 2007Promotional Agreement • August 19th, 2013 • Xhibit Corp. • Services-advertising
This Amendment is entered into as of this 3 day of April 2008 by and between MARRIOTT REWARDS, LLC ("Marriott Rewards") and SKYMALL VENTURES, INC. ("SkyMall").
Xhibit LLC Unit Exchange AgreementPlan of Reorganization • June 7th, 2012 • NB Manufacturing, Inc. • Blank checks • Nevada
This Agreement is made as of this 9th day of August, 2011, by and among Xhibit LLC, a Nevada limited liability company, with its principal office at 774 Mays Blvd. #10-343, Incline Village, Nevada 89451 (the “Company”), Chris Richarde (“Richarde”) whose address 560 Village Drive, #26, Incline Village, NV 89450, and Jason Hrissikopoulos (“Hrissikopoulos”) whose address is 16035 Inglewood Road N.E., Kenmore, WA 98028 (Richarde and Hrissikopoulos are referred to individually as a “Member” or collectively as the “Members”).
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.
Separation Agreement and ReleaseSeparation Agreement and Release • November 26th, 2014 • Xhibit Corp. • Services-advertising • Arizona
This Separation Agreement and Release (“Agreement”) sets out certain agreements relating to the cessation of the employment of Kevin Weiss ("you" and "your") with Xhibit Corp. (“Xhibit”). Under this Agreement, Xhibit will provide you with extra benefits in exchange for your agreement to waive and release any disputes or legal claims or possible disputes or legal claims you have or may have against Xhibit.
EXCLUSIVITY AGREEMENTExclusivity Agreement • June 7th, 2012 • NB Manufacturing, Inc. • Blank checks
This AGREEMENT is made on the dates signed below, by and between SpyFire Interactive, LLC, a Nevada limited liability corporation; hereinafter referred to as ("Spyfire") and Education Success dba AdCafe ("AdCafe"), a Utah company.
Employee Resignation Agreement and General ReleaseEmployee Resignation Agreement • June 19th, 2014 • Xhibit Corp. • Services-advertising • Arizona
This Employee Resignation Agreement and General Release (“Agreement”) sets out the terms of Michael J. Schifsky’s resignation of employment from Xhibit Corp (“Xhibit”) and its subsidiaries, SpyFire Interactive, LLC, FlyReply Corp., Stacked Digital, LLC and Xhibit Interactive, LLC (collectively the “Company”). Under this Agreement, the Company will provide you with benefits in exchange for your agreement to waive and release any dispute(s) or possible dispute(s) you have or may have against the Company and its subsidiaries.
AGREEMENTAgreement • 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).
