Attached files
file | filename |
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8-K - InterCore, Inc. | v205608_8k.htm |
EX-10.8 - InterCore, Inc. | v205608_ex10-8.htm |
EX-10.9 - InterCore, Inc. | v205608_ex10-9.htm |
EX-10.11 - InterCore, Inc. | v205608_ex10-11.htm |
EX-10.10 - InterCore, Inc. | v205608_ex10-10.htm |
EX-10.12 - InterCore, Inc. | v205608_ex10-12.htm |
EX-10.14 - InterCore, Inc. | v205608_ex10-14.htm |
I-WEB
MEDIA, INC.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.
IWBM No.
1
STOCK
PURCHASE WARRANT
THIS IS
TO CERTIFY that, for value received, RWIP, LLC, an Oregon limited liability
company, or its assigns (the “Holder”) is entitled, subject to the terms and
conditions set forth herein, to purchase from I-Web Media, Inc., a Delaware
corporation (the “Company”) up to One Hundred Fifty Thousand (150,000) fully
paid and nonassessable shares of common stock of the Company (the “Warrant
Securities”) at $2.00 per share, as adjusted under Section 3 (the “Exercise
Price”), upon payment by cashier’s check or wire transfer of the Exercise Price
for such shares of the Common Stock to the Company at the Company’s
offices.
1. Exercisability.
This Warrant may be exercised in whole or in part at any time, or from time to
time, between the date hereof and 5:00 p.m. Eastern Standard Time on that date
which is four (4) years from the date hereof, by presentation and surrender
hereof to the Company of a notice of election to purchase duly executed and
accompanied by payment by check or wire transfer of the Exercise
Price.
2. Manner of
Exercise. In case of the purchase of less than all of the
Warrant Securities, the Company shall cancel this Warrant upon the surrender
hereof and shall execute and deliver a new warrant of like tenor for the balance
of the Warrant Securities. Upon the exercise of this Warrant, the
issuance of certificates for securities, properties, or rights underlying this
Warrant shall be made forthwith (and in any event within three (3) business days
thereafter) without charge to the Holder including, without limitation, any tax
that may be payable in respect of the issuance thereof: provided, however, that
the Company shall not be required to pay any tax in respect of income or capital
gain of the Holder.
If and to
the extent this Warrant is exercised, in whole or in part, the Holder shall be
entitled to receive a certificate or certificates representing the Warrant
Securities so purchased, upon presentation and surrender to the Company of the
form of election to purchase attached hereto duly executed, and accompanied by
payment of the purchase price.
Page 1 of
7
3. Adjustment in
Number of Shares.
(A) Adjustment for
Reclassifications. In case at any time or from time to time
after the issue date the holders of the Common Stock of the Company (or any
shares of stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled to receive,
without payment therefore, additional stock or other securities or property
(including cash) by way of stock split, spin-off, reclassification, combination
of shares or similar corporate rearrangement (exclusive of any stock dividend of
its or any subsidiary’s capital stock), then and in each such case the Holder of
this Warrant, upon the exercise hereof as provided in Section 1, shall be
entitled to receive the amount of stock and other securities and property which
such Holder would hold on the date of such exercise if on the issue date he had
been the holder of record of the number of shares of Common Stock of the Company
called for on the face of this Warrant and had thereafter, during the period
from the issue date, to and including the date of such exercise, retained such
shares and/or all other or additional stock and other securities and property
receivable by him as aforesaid during such period, giving effect to all
adjustments called for during such period. In the event of any such
adjustment, the Exercise Price shall be adjusted proportionally.
(B)
Adjustment for
Reorganization, Consolidation, Merger. In case of any
reorganization of the Company (or any other corporation the stock or other
securities of which are at the time receivable on the exercise of this Warrant)
after the issue date, or in case, after such date, the Company (or any such
other corporation) shall consolidate with or merge into another corporation or
convey all or substantially all of its assets to another corporation, then and
in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities or property to which such Holder would be entitled
had the Holder exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided herein; in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such
consummation.
4. No Requirement to
Exercise. Nothing contained in this Warrant shall be construed
as requiring the Holder to exercise this Warrant prior to or in connection with
the effectiveness of a registration statement.
5. Cashless
Exercise.
Notwithstanding any provisions herein to the contrary, if the fair market value
of one share of the Company’s common stock is greater than the Exercise Price,
in lieu of exercising this Warrant by payment of cash, the holder hereof may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being canceled) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Exercise
Agreement in which event the Company shall issue to the holder hereof a number
of shares of the Company’s common stock computed using the following
formula:
Page 2 of
7
X = Y (A-B)
A
Where
|
X
=
|
the
number of shares of the Company’s common stock to be issued to the holder
hereof
|
|
Y
=
|
the
number of shares of the Company’s common stock purchasable under the
Warrant or, if only a portion of the Warrant is being exercised, the
portion of the Warrant being canceled (at the date of such
calculation)
|
|
A
=
|
the
fair market value of one share of the Company’s common stock (at the date
of such calculation)
|
|
B
=
|
the
Exercise Price
|
All
references herein to an “exercise” of the Warrant shall include an exchange
pursuant to this Section 5. For the purposes of the above calculation, the
Fair Market Value of one share of the Company’s common stock as of a particular
date shall mean:
(a) If
traded on a securities exchange or the NASDAQ National Market, the Fair Market
Value shall be deemed to be the average of the closing prices of the common
stock of the Company on such exchange or market over the five (5) business days
ending immediately prior to the applicable date of valuation;
(b)
If actively traded over-the-counter, the Fair Market
Value shall be deemed to be the closing bid price of the common stock of the
Company on the day immediately prior to the applicable date of valuation;
and
(c)
If there is no active public market, the “Fair Market
Value” shall be the value thereof, as determined in good faith by the Company’s
Board of Directors
A stock certificate representing the
appropriate number of shares of the common stock shall be delivered to the
holder hereof within five (5) days following the date of exercise.
6. No Stockholder
Rights. Unless and until this Warrant is exercised, this
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company, or to any other rights whatsoever except the
rights herein expressed, and, no dividends shall be payable or accrue in respect
of this Warrant.
Page 3 of
7
7. Exchange. This
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
for new warrants of like tenor representing in the aggregate the right to
purchase the number of Warrant Securities purchasable hereunder, each of such
new warrants to represent the right to purchase such number of Warrant
Securities as shall be designated by the Holder at the time of such
surrender.
Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction, or mutilation of this Warrant, and, in case of loss, theft,
or destruction, of indemnity or security reasonably satisfactory to it and
reimbursement to the company of all reasonable expenses incidental thereto, and
upon surrender and cancellation hereof, if mutilated, the Company will make and
deliver a new warrant of like tenor and amount, in lieu hereof.
8. Elimination of
Fractional Interests. The Company shall not be required to
issue certificates representing fractions of securities upon the exercise of
this Warrant, nor shall it be required to issue scrip or pay cash in lieu of
fractional interests. All fractional interests shall be eliminated by
rounding any fraction up to the nearest whole number of securities, properties,
or rights receivable upon exercise of this Warrant.
9. Reservation of
Securities. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock or other securities,
solely for the purpose of issuance upon the exercise of this Warrant, such
number of shares of Common Stock or other securities, properties, or rights as
shall be issuable upon the exercise hereof. The Company covenants and
agrees that, upon exercise of this Warrant and payment of the Principal Value,
all shares of Common Stock and other securities issuable upon such exercise
shall be duly and validly issued, fully paid, non-assessable and not subject to
the preemptive rights of any stockholder.
10. Notices to
Holder. If at any time prior to the expiration of this Warrant
or its exercise, any of the following events shall occur:
(a) the
Company shall take a record of the holders of any class of its securities for
the purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the Company;
or
(b) the
Company shall offer to all the holders of a class of its securities any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option or
warrant to subscribe therefor; or
(c) a
dissolution, liquidation, or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business as an entirety shall be proposed.
Page 4 of
7
then, in
any one or more of said events, the Company shall give written notice of such
event to the Holder at least fifteen (15) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholder entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up, or sale. Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be.
11. Transferability. This
Warrant may be transferred or assigned by the Holder only upon written consent
by the Company.
12. Informational
Requirements. The Company will transmit to the Holder such
information, documents, and reports as are generally distributed to stockholders
of the Company concurrently with the distribution thereof to such
stockholders.
13. Notice. Notices
to be given to the Company or the Holder shall be deemed to have been
sufficiently given if delivered personally or sent by overnight courier or
messenger, or by facsimile transmission. Notices shall be deemed to
have been received on the date of personal delivery or facsimile
transmission. The address of the Company and of the Holder shall be
as set forth in the Company’s books and records.
14. Consent to
Jurisdiction and Service. The Company consents to the
jurisdiction of any court of the State of Texas, and of any federal court
located in Texas, in any action or proceeding arising out of or in connection
with this Warrant. The Company waives personal service of any
summons, complaint, or other process in connection with any such action or
proceeding and agrees that service thereof may be made at the location provided
in Section 13 hereof, or, in the alternative, in any other form or manner
permitted by law. The Holder and Company agree that Fort Bend County,
Texas shall be deemed proper venue.
15. Successors. All
the covenants and provisions of this Warrant shall be binding upon and inure to
the benefit of the Company, the Holder, and their respective legal
representatives, successors, and assigns.
16. Attorneys’
Fees. In the event the Holder hereof shall refer this Warrant
to an attorney to enforce the terms hereof, the Company agrees to pay all the
costs and expenses incurred in attempting or effecting collection hereunder,
including reasonable attorney's fees, whether or not suit is
instituted.
17. Governing
Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED
UNDER THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE RULES
GOVERNING CONFLICTS OF LAW.
Page 5 of
7
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by the
signature of its President and to be delivered in Township of Mahwah, New
Jersey.
Dated: December
10, 2010
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I-WEB
MEDIA, INC.,
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a
Delaware corporation
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/s/ James F. Groelinger
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By:
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James
F. Groelinger
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Its:
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Chief
Executive Officer
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Page 6 of
7
[FORM OF
ELECTION TO PURCHASE]
The
undersigned, the holder of the attached Warrant, hereby irrevocably elects to
exercise the purchase right represented by this Warrant Certificate for, and to
purchase securities of I-Web Media, Inc. and herewith makes payment of
$__________ therefor, and requests that the certificates for such securities be
issued in the name of, and delivered to ___________________, whose address is
______________________________.
Dated: ____________________,
20___
By:
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|
Its:
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|
(Signature
must conform in all respects to name of holder as specified on the face of
the Warrant Certificate)
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(Insert
Social Security or Other
|
|
Identifying
Number of
Holder)
|
Page 7 of
7