Attached files
file | filename |
---|---|
8-K - InterCore, Inc. | v206937_8k.htm |
EX-3.2 - InterCore, Inc. | v206937_ex3-2.htm |
EX-3.3 - InterCore, Inc. | v206937_ex3-3.htm |
EX-3.5 - InterCore, Inc. | v206937_ex3-5.htm |
EX-10.18 - InterCore, Inc. | v206937_ex10-18.htm |
EX-10.19 - InterCore, Inc. | v206937_ex10-19.htm |
I-WEB MEDIA,
INC.
PROMISSORY
NOTE
Principal
Amount: $10,000
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December
16, 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 Rockland Group LLC, a
Texas limited liability company (the “Holder”), in immediately available funds,
the total principal sum of Ten Thousand Dollars ($10,000). The
principal hereof and any unpaid accrued interest thereon shall be due and
payable on or before 5:00 p.m., Eastern Standard Time, on January 15, 2011
(the “Maturity Date”) (unless such payment date is accelerated as provided in
Section 3 hereof). Payment of all amounts due hereunder shall be made
at the address of the Holder provided for in Section 6
hereof. Interest shall accrue at the rate of fifteen percent (15%)
per annum on this Note from the date hereof. In addition, all wire
transaction fees incurred by Holder will be reimbursed to Holder.
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1.
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History of
the Loan. This Note is being delivered to Holder as
consideration for a short term cash loan by and between the Company and
Holder, made of even date hereof (the
“Loan”).
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2.
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Payment
Schedule. All principal, interest, and wire transaction
fees due under this Note will be due and payable by the Company to the
Holder on January 15, 2011.
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3.
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Prepayment. The
Company may at any time prepay all or any part 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.
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4.
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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.
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5.
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Default. The
occurrence of any one of the following events shall constitute an Event of
Default:
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(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
(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.
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6.
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Notices. All
notices required under this Note shall be given as
follows:
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If
to the Company:
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James
F. Groelinger
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Chief
Executive Officer
I-Web
Media, Inc.
1
International Boulevard, Suite 400
Mahwah,
NJ 07495
E-mail:
jgroelinger@hbcapital.com
Fax: (518)
252-3917
If
to the Holder:
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Harry
Pond
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Managing
Partner
Rockland
Group LLC
706
Hillcrest Dr.
Richmond,
TX 77469
E-mail:
rockhpond@gmail.com
Fax:
281-242-0080
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7.
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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
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8.
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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.
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9.
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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
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IN
WITNESS WHEREOF, the Company has signed and sealed this Note and delivered it as
of December 16, 2010.
“Company”
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“Holder”
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I-Web
Media, Inc.,
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Rockland
Group LLC
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a
Delaware corporation
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a
Texas limited liability company
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[sig]
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/s/
James F. Groelinger
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/s/
Harry
Pond
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By: James
F. Groelinger
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By:
Harry Pond
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Its: Chief
Executive Officer
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Its:
Managing
Partner
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