AMENDMENT TO MUTUAL RELEASE AGREEMENT
Exhibit 10.8
CONFIDENTIAL
AMENDMENT TO
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 ▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Company Offices"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an unmarried individual, whose address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Richarde" and with the Company, FlyReply Corp. Xhibit Interactive, LLC, SpyFire Interactive, LLC, Stacked Digital, LLC, and SHC Parent Corp., the "Parties").
RECITALS:
A. Effective as of August 6, 2013, the Parties entered into that certain Mutual Release Agreement (the "Original Agreement").
B. The Parties desire to amend certain terms set forth in the Original Agreement as set forth herein.
AGREEMENT:
1. Capitalized Terms. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Original Agreement.
2. Certain Conditions Precedent.
(a) Section 1.4(a)(i) of the Original Agreement is hereby deleted and restated as follows:
(i) the completed sale (the "X Sale") of 15,000,000 Shares (the "X Shares") by Richarde to X Shares, LLC ("X Shares, LLC");
(b) Section 1.4(a)(v) of the Original Agreement is hereby deleted and restated as follows:
(v) the execution and delivery by the Company of a Registration Rights Agreement substantially in the form set forth hereto as Exhibit A providing for the registration rights granted to X Shares, LLC with respect to the X Shares;
(c) Section 1.4(a)(vii) of the Original Agreement is hereby deleted and restated as follows:
(vii) entry by Richarde and the Company into a lock-up agreement whereby 17,500,000 of Richarde’s Retained Shares (as defined below) will be prohibited from being sold for a one year period from the Closing Date;
(d) Section 1.4(a)(viii) of the Original Agreement is hereby deleted in its entirety.
(e) For purposes hereof, the definition of "Retained Shares" in the Original Agreement is hereby amended and restated to mean the 44,440,064 Shares minus the 15,000,000 X Shares, minus the 5,000,000 Hrissikopoulos Shares, minus the 4,440,064 Tendered Shares.
(f) The reference in Section 2.4 of the Original Agreement to "Ax Shares" is hereby changed to "X Shares".
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3. Conflicts; Reaffirmation; Waiver. In the event of any conflict or inconsistency between the provisions of the Original Agreement and the provisions of this Amendment, the provisions of this Amendment shall govern. Except to the extent expressly amended hereby, all terms and conditions of the Original Agreement shall remain in full force and effect. Each party hereto hereby expressly ratifies and affirms all such terms and conditions as of the effective date hereof.
4. Additional Acts and Assurances. Each Party hereto agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of this Amendment and, as amended, the Original Agreement.
[Signature Pages Follows]
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The Company:
XHIBIT CORP., a Nevada corporation
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Chief Executive Officer
Date: September 18, 2013
FLYREPLY CORP., a Nevada corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Chief Executive Officer
Date: September 18, 2013
XHIBIT INTERACTIVE, LLC, a Nevada limited liability company
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Chief Executive Officer
Date: September 18, 2013
SPYFIRE INTERACTIVE, LLC, a Nevada limited liability company
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Chief Executive Officer
Date: September 18, 2013
STACKED DIGITAL, LLC, a Washington limited liability company
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Chief Executive Officer
Date: September 18, 2013
SHC PARENT CORP., a Delaware corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Its Chief Executive Officer
Date: September 18, 2013
Richarde
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Date: September 18, 2013