Attached files
| file | filename |
|---|---|
| 8-K - InterCore, Inc. | v201318_8k.htm |
| EX-10.1 - InterCore, Inc. | v201318_ex10-1.htm |
I-Web
Media, Inc.
SERIES
A CONVERTIBLE PREFERRED
STOCK
PURCHASE AGREEMENT
SERIES
A CONVERTIBLE PREFERRED STOCK
PURCHASE
AGREEMENT
This
Series A Preferred Stock Purchase Agreement (this “Agreement”) is made and
entered into effective as of the 4th day of November, 2010 (the “Effective
Date”) by and between I-Web Media, Inc., a Delaware corporation (the “Company”),
and Rockland Group, LLC, a Texas limited liability company
(“Purchaser”). The Company and Purchaser shall each be referred to as
a “Party” and collectively as the “Parties.”
The
Parties hereby agree as follows:
|
1.
|
PURCHASE
OF SERIES A PREFERRED STOCK.
|
(a) Creation of Series A Preferred
Stock. Within sixty (60) days of the Closing Date, the Company
hereby agrees to create a new series of convertible preferred stock entitled
“Series A Convertible Preferred Stock,” with Two Million (2,000,000) shares
authorized and the following rights: (i) dividend rights equal to the dividend
rights of the Company’s common stock; (ii) liquidation preference over the
Company’s common stock; (iii) each share of Series A Convertible Preferred Stock
will be convertible into one share of the Company’s common stock; (iv) no
redemption rights; (v) no call rights by the Company; (vi) each share of Series
A Convertible Preferred stock will have twenty five (25) votes on all matters
validly brought to the Company’s common stockholders; and (vii) mandatory
approval by a majority of the Series A Convertible Preferred stockholders for
certain change of control transactions. With the other rights and
preferences to be determined by the Company’s Board of Directors.
(b) Purchase of Series A Preferred
Stock. Subject to the terms of this Agreement, the Purchaser
agrees to purchase from the Company, and the Company agrees to sell to the
Purchaser, Two Million (2,000,000) shares (each a “Share” and collectively the
“Shares”) of Series A Convertible Preferred Stock, at a purchase price of $0.05
per Share, for a total purchase price of One Hundred Thousand Dollars ($100,000)
(the “Purchase Price”).
|
2.
|
THE CLOSING; DELIVERY OF
SHARES.
|
(a) Closing Date. The
closing of the purchase and sale of the Shares (the “Closing”) shall be
the date on which this Agreement is executed by the Parties and the Purchase
Price is received by the Company, unless otherwise mutually agreed by the
Company and the Purchaser (the “Closing Date”).
(b) Delivery of Stock
Certificate. Within five (5) business days after the creation
of the class of Series A Convertible Preferred Stock by the Company, which shall
be not later than sixty (60) days after the Closing Date, the Company shall
issue and deliver to Purchaser a stock certificate evidencing the
Shares.
1
|
3.
|
REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE
COMPANY
|
The
Company hereby represents and warrants to Purchaser as follows:
(a) Corporate
Power. The Company has and will have, at the Closing Date, all
requisite corporate power to execute and deliver this Agreement and to carry out
and perform its obligations under the terms of this Agreement.
(b) Authorization. All
corporate action on the part of the Company, its directors and its stockholders
necessary for the authorization, execution, delivery and performance of this
Agreement by the Company and the performance of the Company’s obligations
hereunder, including the execution of this Agreement, the creation of the class
of the Series A Convertible Preferred Stock, and the issuance and delivery of
the Shares, has been taken or will be taken prior to the issuance of such equity
securities. This Agreement and the Shares, when executed and
delivered by the Company, shall constitute valid and binding obligations of the
Company enforceable in accordance with their terms, subject to laws of general
application relating to bankruptcy, insolvency, the relief of debtors and, with
respect to rights to indemnity, subject to federal and state securities
laws. The Purchaser’s Series A Preferred Stock of the Company, when
issued in compliance with the provisions of this Agreement will be validly
issued, fully paid and nonassessable and free of any liens or
encumbrances. The issuance of the Shares pursuant to the provisions
of this Agreement will not violate any preemptive rights, rights of first
refusal, or any other rights granted by the Company, and the Shares will be
issued in compliance with all applicable federal and state securities laws, and
will be free of any liens or encumbrances, other than any liens or encumbrances
created by or imposed upon the holders thereof through no action of the Company;
provided, however, that the Shares may be subject to restrictions on transfer
under state and/or federal securities laws as set forth herein or as otherwise
required by such laws at the time the transfer is proposed.
(c) Governmental
Consents. All consents, approvals, orders, or authorizations
of, or registrations, qualifications, designations, declarations, or filings
with, any governmental authority, required on the part of the Company in
connection with the valid execution and delivery of this Agreement, the offer,
sale or issuance of the Shares, or the consummation of any other transaction
contemplated hereby shall have been obtained and will be effective at the
Closing, except for notices required or permitted to be filed with certain state
and federal securities commissions, which notices will be filed on a timely
basis.
(d) Offering. Assuming
the accuracy of the representations and warranties of Purchaser contained in
Section 4 hereof, the offer, issue, and sale of the Shares are and will be
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the “Act”), and have been registered or
qualified (or are exempt from registration and qualification) under the
registration, permit, or qualification requirements of all applicable state
securities laws.
|
4.
|
REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
|
(a) Purchase for Own
Account. Purchaser represents that it is acquiring the Shares
solely for its own account and beneficial interest for investment and not for
sale or with a view to distribution of the Securities or any part thereof, has
no present intention of selling (in connection with a distribution or
otherwise), granting any participation in, or otherwise distributing the same,
and does not presently have reason to anticipate a change in such
intention.
2
(b) Ability to Bear Economic
Risk. Purchaser acknowledges that investment in the Securities
involves a high degree of risk, and represents that he is able, without
materially impairing his financial condition, to hold the Securities for an
indefinite period of time and to suffer a complete loss of his
investment.
(c) Further Limitations on
Disposition. Purchaser further acknowledges that the
Securities are restricted securities under Rule 144 of the Act, and, therefore,
when issued by the Company to the Purchaser will contain a restrictive legend
substantially similar to the following:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
Without
in any way limiting the representations set forth above, Purchaser further
agrees not to make any disposition of all or any portion of the Securities
unless and until:
(i) There
is then in effect a Registration Statement under the Act covering such proposed
disposition and such disposition is made in accordance with such Registration
Statement; or
(ii) Purchaser
shall have notified the Company of the proposed disposition and shall have
furnished the Company with a detailed statement of the circumstances surrounding
the proposed disposition, and if reasonably requested by the Company, Purchaser
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration
under the Act or any applicable state securities laws.
Notwithstanding
the provisions of subparagraphs (i) and (ii) above, no such registration
statement or opinion of counsel shall be necessary for a transfer by such
Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift,
will or intestate succession to any spouse or lineal descendants or ancestors,
if all transferees agree in writing to be subject to the terms hereof (including
the Investor Rights Agreement and Registration Rights Agreement) to the same
extent as if they were Purchasers hereunder.
(d) Purchaser
Authorization. The Purchaser, if not an individual, is
empowered and duly authorized to enter into this Agreement under any governing
document, partnership agreement, trust instrument, pension plan, charter,
certificate of incorporation, bylaw provision or the like; this Agreement
constitutes a valid and binding agreement of the Purchaser enforceable against
the Purchaser in accordance with its terms; and the person signing this
Agreement on behalf of the Purchaser is empowered and duly authorized to do so
by the governing document or trust instrument, pension plan, charter,
certificate of incorporation, bylaw provision, board of directors or stockholder
resolution, or the like.
3
(e) Certificate of
Designation. Purchaser will be provided with a copy of the
Certificate of Designation for the Series A Convertible Preferred Stock, a copy
of which will be attached hereto as Exhibit A (the
“Certificate of Designation”), which will set forth all of the rights,
privileges, and preferences with respect to the Series A Convertible Preferred
Stock.
|
5.
|
INDEMNIFICATION
|
The Purchaser hereby agrees to
indemnify and defend the Company and its directors and officers and hold them
harmless from and against any and all liability, damage, cost or expense
incurred on account of or arising out of:
(a) Any
breach of or inaccuracy in the Purchaser’s representations, warranties or
agreements herein;
(b) Any
disposition of any Shares contrary to any of the Purchaser’s representations,
warranties or agreements herein;
(c) Any
action, suit or proceeding based on (i) a claim that any of said
representations, warranties or agreements were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Company or any
director or officer of the Company under the Act, or (ii) any disposition of any
Shares.
|
6.
|
MISCELLANEOUS
|
(a) Binding
Agreement. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the Parties. Nothing in this Agreement, expressed or
implied, is intended to confer upon any third party any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
(b) Governing Law;
Venue. This Agreement shall be governed by and construed under
the laws of the State of Texas as applied to agreements among Texas residents,
made and to be performed entirely within the State of Texas. The
Parties agree that any action brought to enforce the terms of this Agreement
will be brought in the appropriate federal or state court having jurisdiction
over Fort Bend County, Texas.
(c) Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
(d) Titles and
Subtitles. The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
4
(e) Notices. All notices required
or permitted hereunder shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the Party to be notified, (b) when sent by
confirmed facsimile if sent during normal business hours of the recipient, if
not, then on the next business day, or (c) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent as
follows:
|
If
to the Company:
|
I-Web
Media, Inc.
|
|||
|
706
Hillcrest Drive
|
||||
|
Richmond,
TX 77469
|
||||
|
Attn: President
|
||||
|
Facsimile
No.:
|
|
|||
|
If
to Purchaser:
|
Rockland
Group, LLC
|
|||
|
706
Hillcrest Dr.
|
||||
|
Richmond,
TX 77469
|
||||
|
Attn:
Manager
|
||||
|
Facsimile
No.:
|
|
|||
or
at such other address as the Company or Purchaser may designate by ten (10) days
advance written notice to the other Party hereto.
(f) Modification;
Waiver. No modification or waiver of any provision of this
Agreement or consent to departure therefrom shall be effective unless in writing
and approved by the Company and the Purchaser.
(g) Entire
Agreement. This Agreement and the Exhibits hereto constitute
the full and entire understanding and agreement between the Parties with regard
to the subjects hereof and no Party shall be liable or bound to the other Party
in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein.
(h) Expenses. Each
Party shall pay their own expenses in connection with this Agreement and the
Shares. In addition, should either Party commence any action, suit or
proceeding to enforce this Agreement or any term or provision hereof, then in
addition to any other damages or awards that may be granted to the prevailing
Party, the prevailing Party shall be entitled to have and recover from the other
Party such prevailing Party’s reasonable attorneys’ fees and costs incurred in
connection therewith.
[signature
page follows]
5
IN
WITNESS WHEREOF, the Parties have
executed this Series A Convertible Preferred Stock Purchase Agreement as of the date first
written above.
|
“Company”
|
“Purchaser”
|
|||
|
I-Web
Media, Inc.,
|
Rockland
Group, LLC,
|
|||
|
a
Delaware corporation
|
a
Texas limited liability company
|
|||
|
/s/ James Groelinger
|
/s/ Harry Pond
|
|||
|
By:
|
James Groelinger
|
By:
|
Harry Pond
|
|
|
Its:
|
Chief Executive Officer
|
Its:
|
Manager
|
|
6
EXHIBIT
A
Certificate
of Designation