Attached files
| file | filename |
|---|---|
| 8-K - InterCore, Inc. | v205608_8k.htm |
| EX-10.8 - InterCore, Inc. | v205608_ex10-8.htm |
| EX-10.11 - InterCore, Inc. | v205608_ex10-11.htm |
| EX-10.10 - InterCore, Inc. | v205608_ex10-10.htm |
| EX-10.13 - InterCore, Inc. | v205608_ex10-13.htm |
| EX-10.12 - InterCore, Inc. | v205608_ex10-12.htm |
| EX-10.14 - InterCore, Inc. | v205608_ex10-14.htm |
THIS
CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN
COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER.
I-WEB MEDIA,
INC.
CONVERTIBLE PROMISSORY
NOTE
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Principal
Amount: $2,000,000
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December
10, 2010
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FOR VALUE
RECEIVED, I-Web Media, Inc., a Delaware corporation, its assigns and successors
(the “Company”), hereby promises to pay to the order of New Horizon, Inc., a
Texas corporation, (the “Holder”), in immediately available funds, the total
principal sum of Two Million Dollars ($2,000,000). The principal
hereof and any unpaid accrued interest thereon shall be due and payable on or
before 5:00 p.m., Central Standard Time, on June 30, 2012 (the “Maturity
Date”) (unless such payment date is accelerated as provided in Section 7
hereof). Payment of all amounts due hereunder shall be made at the
address of the Holder provided for in Section 8 hereof. Interest
shall accrue at the rate of ten percent (10%) per annum on this Note from the
date hereof and shall be paid monthly to the Holder beginning on January 1,
2011.
1. HISTORY OF THE
LOAN. This Note is being delivered to Holder as consideration
under that certain Asset Purchase Agreement by and between the Company and
Holder, dated of even date hereof (the “Asset Purchase Agreement”).
2. PAYMENT
SCHEDULE. The principal amounts due under this Note shall be
payable in six equal quarterly installments (each a “Quarterly Amount) with the
first payment due on March 31, 2011, and the subsequent payment dates on June
30, 2011, September 30, 2011, December 31, 2011, March 31, 2012, and June 30,
2012 (each a “Repayment Date”). Amounts received by the Holder for a
Repayment Date shall be applied first against any outstanding fees and damages,
then accrued interest on the Principal Amount and then to Quarterly Amounts
commencing with the Quarterly Amount first payable and then Quarterly Amounts
thereafter in chronological order. At the Company’s sole discretion,
the Company may elect to make any payments due and owing under this Note with
shares of its common stock, restricted in accordance with Rule 144, at the value
of one dollar ($1.00) per share.
3. PREPAYMENT. The
Company may at any time, upon 30 days written notice to Holder, prepay all or
any part of the principal balance of this Note, at a prepayment price equal to
One Hundred Percent (100%) of the then-outstanding principal and interest,
provided that concurrently with each such prepayment the Company shall pay
accrued interest on the principal, if any, so prepaid to the date of such
prepayment. The 30 days written notice, and the end of the 30 day
period, shall be referred to herein as a “Prepayment Notice” and a “Prepayment
Date,” respectively. In the event that the Company sends a Prepayment
Notice to Holder, Holder may elect prior to the Prepayment Date to convert into
common stock of the Company pursuant to Section 3 hereof, all or part of the
amount of principal to be repaid by the proposed prepayment instead of receiving
such prepayment
Page 1 of
5
4. CONVERSION.
4.1 Conversion Rights;
Conversion Date; Conversion Price. The Holder shall have the
right, at his option, at any time from and after the date hereof, to convert the
principal amount of this Note and interest, or any portion of such principal
and/or interest amount, into that number of fully paid and nonassessable shares
of the Company’s common stock (the “Common Stock”) (as such shares shall then be
constituted) determined pursuant to this Section 4.1. The number of
shares of Common Stock to be issued upon each conversion of this Note shall be
determined by dividing the Conversion Amount (as defined below) by the
Conversion Price, which shall be One Dollar and Fifty Cents ($1.50) (the
“Conversion Price”). Each election will be noticed by a Notice of
Conversion, substantially in the form attached hereto as Exhibit A, delivered
to the Company by Holder by facsimile, or other reasonable means of
communication, dispatched prior to 5:00 p.m., Central Standard Time and in
accordance with the terms of Section 8. The term “Conversion Amount”
means, with respect to any conversion of this Note, the sum of (1) the principal
amount of this Note to be converted in such conversion, plus (2) accrued and
unpaid interest, if any, on such principal amount at the interest rates provided
in this Note to the Conversion Date.
4.2 Method of
Conversion.
(a) Notwithstanding
anything to the contrary set forth herein, upon conversion of this Note in
accordance with the terms hereof, the Holder shall not be required to physically
surrender this Note to the Company unless the entire unpaid principal amount of
this Note is so converted. Rather, records showing the principal
amount converted (or otherwise repaid) and the date of such conversion or
repayment shall be maintained on a ledger substantially in the form of Annex I attached
hereto (a copy of which shall be delivered to the Company with each Notice of
Conversion). It is specifically contemplated that the Company shall
act as the calculation agent for conversions and repayments. In the
event of any dispute or discrepancies, such records maintained by the Company
shall be controlling and determinative in the absence of manifest
error. The Holder, by acceptance of this Note, acknowledges and
agrees that, by reason of the provisions of this paragraph, following a
conversion of a portion of this Note, the principal amount represented by this
Note will be the amount indicated on Annex I attached
hereto (which may be less than the amount stated on the face
hereof).
Page 2 of
5
(b) Upon
receipt by the Company of a Notice of Conversion, the Holder shall be deemed to
be the holder of record of the Common Stock issuable upon such conversion and
the outstanding principal amount and the amount of accrued and unpaid interest
on this Note shall be reduced to reflect such conversion, and, unless the
Company defaults on its obligations under Section 7, all rights with respect to
the portion of this Note being so converted shall forthwith terminate except the
right to receive the Common Stock or other securities, cash or other assets, as
herein provided, on such conversion. If the Holder shall have given a
Notice of Conversion as provided herein, the Company’s obligation to issue and
deliver the certificates for shares of Common Stock shall be absolute and
unconditional, irrespective of the absence of any action by the Holder to
enforce the same, any waiver or consent with respect to any provision thereof,
the recovery of any judgment against any person or any action by the Holder to
enforce the same, any failure or delay in the enforcement of any other
obligation of the Company to the Holder of record, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the
Holder of any obligation to the Company, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with such conversion. The date of receipt
(including receipt via facsimile) of such Notice of Conversion shall be the
Conversion Date so long as it is received before 5:00 p.m., Pacific Standard
Time, on such date.
5. TRANSFERABILITY. This
Note shall not be transferred, pledged, hypothecated, or assigned by either
party without the express written consent of the other Party. In the event any
third party acquires a controlling interest in the Company or acquires
substantially all of the assets of the Company (a “Reorganization Event”), this
Note will survive and become an obligation of the party that acquires such
controlling interest or assets. In the event of a Reorganization
Event the Company agrees to make the party that acquires such controlling
interest or assets aware of the terms of this Section and this
Note.
6. RESERVATION OF
SECURITIES. The Company shall at all times reserve and keep
available out of its authorized shares of common stock, solely for the purpose
of issuance upon the conversion of this Note, such number of shares of common
stock as would be necessary to convert the entire amount due and owing under the
terms of this Note if Holder elected to convert said amount under Section 4
hereof.
7. DEFAULT. The
occurrence of any one of the following events shall constitute an Event of
Default:
(a) The
non-payment, when due, of any principal or interest pursuant to this
Note;
(b) The
material breach of any representation or warranty in this Note. In
the event the Holder becomes aware of a breach of this Section 7(b), the Holder
shall notify the Company in writing of such breach and the Company shall have
five business days after notice to cure such breach;
(c) The
breach of any covenant or undertaking, not otherwise provided for in this
Section 7;
(d) The
commencement by the Company of any voluntary proceeding under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, receivership,
dissolution, or liquidation law or statute of any jurisdiction, whether now or
hereafter in effect; or the adjudication of the Company as insolvent or bankrupt
by a decree of a court of competent jurisdiction; or the petition or application
by the Company for, acquiescence in, or consent by the Company to, the
appointment of any receiver or trustee for the Company or for all or a
substantial part of the property of the Company; or the assignment by the
Company for the benefit of creditors; or the written admission of the Company of
its inability to pay its debts as they mature; or
Page 3 of
5
(e) The
commencement against the Company of any proceeding relating to the Company under
any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt,
receivership, dissolution or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect, provided, however, that the commencement of
such a proceeding shall not constitute an Event of Default unless the Company
consents to the same or admits in writing the material allegations of same, or
said proceeding shall remain undismissed for 20 days; or the issuance of any
order, judgment or decree for the appointment of a receiver or trustee for the
Company or for all or a substantial part of the property of the Company, which
order, judgment or decree remains undismissed for 20 days; or a warrant of
attachment, execution, or similar process shall be issued against any
substantial part of the property of the Company.
Upon the
occurrence of any Default or Event of Default, the Holder, may, by written
notice to the Company, declare all or any portion of the unpaid principal amount
due to Holder, together with all accrued interest thereon, immediately due and
payable, in which event it shall immediately be and become due and payable,
provided that upon the occurrence of an Event of Default as set forth in
paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid
principal amount due to Holder, together with all accrued interest thereon,
shall immediately become due and payable without any such notice.
8. NOTICES. All
notices required or permitted hereunder shall be given as set forth in the Asset
Purchase Agreement.
9. GOVERNING LAW;
VENUE. This Note is executed pursuant to and shall be
interpreted and governed for all purposes under the laws of the State of
Texas. Any cause of action brought to enforce any provision of this
Note shall be brought in the appropriate court in Fort Bend County,
Texas. If any provision of this Agreement is declared void, such
provision shall be deemed severed from this Note, which shall otherwise remain
in full force and effect. This Note shall supersede any previous
agreements, written or oral, expressed or implied, between the parties relating
to the subject matter hereof.
10. CONFORMITY WITH
LAW. It is the intention of the Company and Holder to conform
strictly to applicable usury and similar laws. Accordingly,
notwithstanding anything to the contrary in this Note, it is agreed that the
aggregate of all charges which constitute interest under applicable usury and
similar laws that are contracted for, chargeable or receivable under or in
respect of this Note, shall under no circumstances exceed the maximum amount of
interest permitted by such laws, and any excess, whether occasioned by
acceleration or maturity of this Note or otherwise, shall be canceled
automatically, and if theretofore paid, shall be either refunded to the Company
or credited on the principal amount of this Note.
11. MODIFICATION;
WAIVER. No modification
or waiver of any provision of this Note or consent to departure therefrom shall
be effective unless in writing and approved by the Company and
Holder. If any provision of this Note shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Note or the
validity or enforceability of this Note in any other jurisdiction. This
Note supersedes all prior agreements and understandings among the parties hereto
with respect to the subject matter hereof.
Page 4 of
5
IN
WITNESS WHEREOF, the Company has signed and sealed this Note and delivered it as
of December 10, 2010.
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“Company”
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“Holder”
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I-Web
Media, Inc.,
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New
Horizon, Inc.
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a
Delaware corporation
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a
Texas corporation
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/s/ James F. Groelinger
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/s/ M. Scott Stevens
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By:
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James
F. Groelinger
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By:
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M.
Scott Stevens
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Its:
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Chief
Executive Officer
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Its:
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President
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Page 5 of
5
ANNEX
I
CONVERSION
AND REPAYMENT LEDGER
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Date
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Principal Balance
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Interest Converted
or Paid
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Principal
Converted or Paid
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New Principal
Balance
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Company Initials
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Holder Initials
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||||||
I
Exhibit
A
Notice
of Conversion
(To be
Executed by the Registered Holder in order to Convert the Note)
The
undersigned hereby irrevocably elects to convert $______________ of that certain
I-Web Media, Inc. Convertible Promissory Note dated December ___, 2010 into
shares of common stock of the Company according to the conditions set forth in
such Note, as of the date written below.
If shares
are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer and other taxes and charges payable with
respect thereto.
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Date
of Conversion:
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Applicable
Conversion Price:
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Signature:
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[Print
Name of Holder and Title of Signer]
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Address:
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SSN
or EIN:
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Shares
are to be registered in the following
name:
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Name:
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Address:
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Tel:
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Fax:
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SSN
or EIN:
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Shares
are to be sent or delivered to the following
account:
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Account
Name:
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Address:
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Tel:
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Fax:
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SSN
or EIN:
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A