Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2014

INTERCORE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-54012 (Commission File Number)	27-2506234 (I.R.S. Employer Identification No.)


1615 South Congress Avenue - Suite 103 Delray Beach, FL 33445 (Address of principal executive offices) (zip code)


(561) 900-3709 (Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

Topside Convertible Note Payable #2

On October 15, 2014, we entered into a Loan and Security Agreement and Secured Promissory Note (collectively "Topside Convertible Note Payable #2") with Topside Partners, LP ("Topside") under which we borrowed various amounts between that date and October 22, 2014 totaling $1,085,000 and received net proceeds of $974,900. We paid a facility fee and origination fees totaling $45,000 and $65,100, respectively, in connection with this agreement. This note bears interest at 18% per annum, is secured by a lien on all our assets subordinate only to our debt to Rhine Partners, LP, and matures on April 30, 2015. Under the terms of this note, we are obligated to commence repayment of the principal when we become cash flow positive and may do so without penalty. Outstanding principal may be converted at the election of Topside at any time into shares of our Series D Preferred Shares at the price of $10.00 per share or into shares of our restricted common stock at a price of a 60% discount to market based on the average closing price of our common stock on the five days preceding such election except that through April 15, 2015, Topside may convert the outstanding principal into common stock at a price equal to the lesser of: a) $2.00 per share; or b) a 60% discount to market based upon the average closing price five days preceding such election. Topside has the right to make such a conversion election up to five days after we have tendered payment of the principal.

Additionally on that same day and under the terms of Topside Convertible Note Payable #2, we issued a warrant for Topside to purchase up to 2,000,000 shares of our common stock at an exercise price of $1.00 per share for a period of four years. The warrant was 100% vested upon issuance. The warrant contains a cashless exercise provision but also contains a 9.99% limiter such that Topside cannot exercise the warrant to purchase shares of common stock if such exercise would cause Topside to own more than 9.99% of our then-outstanding common stock.

Topside Convertible Note Payable #3

On October 29, 2014, we entered into a Loan and Security Agreement and Secured Promissory Note (collectively "Topside Convertible Note Payable #3") with Topside under which we borrowed various amounts between that date and November 5, 2014 totaling $994,973 and received net proceeds of $895,000. We paid a facility fee and origination fees totaling $40,275 and $59,698, respectively, in connection with this agreement. This note bears interest at 18% per annum, is secured by a lien on all our assets subordinate only to our debt to Rhine Partners, LP, and matures on May 31, 2015. Under the terms of this note, we are obligated to commence repayment of the principal when we become cash flow positive and may do so without penalty. Outstanding principal may be converted at the election of Topside at any time into shares of our Series D Preferred Shares at the price of $10.00 per share or into shares of our restricted common stock at a price of a 60% discount to market based on the average closing price of our common stock on the five days preceding such election except that through April 29, 2015, Topside may convert the outstanding principal into common stock at a price equal to the lesser of: a) $2.00 per share; or b) a 60% discount to market based upon the average closing price five days preceding such election. Topside has the right to make such a conversion election up to five days after we have tendered payment of the principal.

Additionally on that same day and under the terms of Topside Convertible Note Payable #3, we issued a warrant for Topside to purchase up to 2,000,000 shares of our common stock at an exercise price of $1.00 per share for a period of four years. The warrant was 100% vested upon issuance. The warrantcontains a cashless exercise provision but also contains a 9.99% limiter such that Topside cannot exercise the warrant to purchase shares of common stock if such exercise would cause Topside to own more than 9.99% of our then-outstanding common stock.

Topside Convertible Note Payable #4

On November 7, 2014, we entered into a Loan and Security Agreement and Secured Promissory Note (collectively "Topside Convertible Note Payable #4") with Topside under which we borrowed various amounts between that date and November 19, 2014 totaling $1,000,532 and received net proceeds of $900,000. We paid a facility fee and origination fees totaling $40,500 and $60,032, respectively, in connection with this agreement. This note bears interest at 18% per annum, is secured by a lien on all our assets subordinate only to our debt to Rhine Partners, LP, and matures on May 31, 2015. Under the terms of this note, we are obligated to commence repayment of the principal when we become cash flow positive and may do so without penalty. Outstanding principal may be converted at the election of Topside at any time into shares of our Series D Preferred Shares at the price of $10.00 per share or into shares of our restricted common stock at a price of a 40% discount to market based on the average closing price of our common stock on the five days preceding such election except that through May 7, 2015, Topside may convert the outstanding principal into common stock at a price equal to the lesser of: a) $3.00 per share; or b) a 40% discount to market based upon the average closing price five days preceding such election. Topside has the right to make such a conversion election up to five days after we have tendered payment of the principal.

Additionally on that same day and under the terms of Topside Convertible Note #4, we issued a warrant for Topside to purchase up to 2,000,000 shares of our common stock at an exercise price of $1.00 per share for a period of four years. The warrant was 100% vested upon issuance. The warrant contains a cashless exercise provision but also contains a 9.99% limiter such that Topside cannot exercise the warrant to purchase shares of common stock if such exercise would cause Topside to own more than 9.99% of our then-outstanding common stock.

Amendment to Topside Notes

In late January 2015, the parties to Topside Convertible Notes Payable #2, #3, and #4 (collectively, the “Topside Notes”) realized they did not include a limitation in the Topside Notes (but did in the warrants) that limited the conversion of the Topside Notes if such conversion would cause Topside to own more than 9.99% of our common stock. This was an error in the Topside Notes as the agreement between the parties was that such a limitor would appear in the Topside Notes (in the event Topside elected to convert into shares of our common stock). In order to correct this omission in the drafting of the original documents we entered into an amendment to the Topside Notes on February 10, 2015.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities.

As noted in Item 1.01, pursuant to the terms of the Topside Notes, those notes are convertible instruments, with the principal amount due thereunder convertible into either shares of our Series D Preferred Stock at $10.00 per share or shares of our common stock: a) at a price equal to either 40% (Topside Convertible Notes Payable #2 and #3) or 60% (Topside Convertible Note Payable #4) of the market price based upon the average closing price of the five days preceding such election; orb) during the first six months after the issuance of such notes at a price equal to the lower of 40% (Topside Convertible Notes Payable #2 and #3) or 60% (Topside Convertible Note Payable #4) of the market price based upon the average closing price of the five days preceding such election or $2.00 per share (Topside Convertible Notes Payable #2 and #3) and $3.00 per share (Topside Convertible Note Payable #4). In connection with the Topside Convertible Notes Payable we also issued Topside warrants to purchase up to 6,000,000 shares of common stock at $1.00 per share, which terminate four years after issuance. The issuance of these securities was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact Topside is an accredited and familiar with our operations, as represented by Topside in the Topside Convertible Notes.

On October 15 and November 7, 2014, we issued 1,290,491 shares of restricted common stock to Topside in connection with its exercise of warrants to purchase 1,518,130 shares of our common stock. We did not receive any consideration for the exercise of these warrants as they were issued pursuant to the cashless exercise provision contained in those warrants. These issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact Topside is an accredited and familiar with our operations, as represented by Topside in the Topside Convertible Notes.

On various dates from November 12, 2014 through January 21, 2015, we issued 30,000 shares of restricted common stock at $2.00 per share to private investors in connection with the exercise of warrants and received proceeds of $60,000. These issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact the investors were either accredited or sophisticated investors and familiar with our operations.

On November 19, 2014, we issued 17,000 shares of restricted common stock at $2.95 per share to a private investor and received proceeds of $50,150. This issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact the investor is either an accredited or sophisticated investor and familiar with our operations.

On January 16, 2015 and January 27, 2015, we issued 27,000 shares of restricted common stock at $2.00 per share to private investors and received proceeds of $54,000. These issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact these investors were either accredited or sophisticated investors and familiar with our operations.

SECTION 9.01 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(c)	Exhibits

	10.1	Form of Topside Partners, LP Note

	10.2	Form of Warrant to Topside Partners, LP

	10.3	Amendment #1 to Topside Partner Note dated October 15, 2014

	10.4	Amendment #1 to Topside Partner Note dated October 29, 2014

	10.5	Amendment #1 to Topside Partner Note dated November 7, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 11, 2015		InterCore, Inc.
		a Delaware corporation
		/s/ James F. Groelinger


		By: James F. Groelinger
		Its: Chief Executive Officer

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

This agreement is entered into by and between InterCore, Inc., a Delaware corporation, (“InterCore”) and its wholly owned subsidiary SRG International, Inc., a Canadian corporation (InterCore, Inc. together with SRG International, Inc., the "Companies") and TOPSIDE PARTNERS, LP, a Texas Limited Partnership, (the "Lender") as of ____________, 20___ (the "Agreement").

WHEREAS, the Companies require working capital in order to implement their business plan which calls for the commercial sales of their proprietary alertness detection products, known as Driver Alertness Detection System, or “DADS”, in several key markets; and

WHEREAS, the Lender is fully familiar with their business strategy and desires to assist the Companies in achieving their business development by providing the working capital they require; and

WHEREAS, the Companies and the Lender have negotiated a Promissory Note, dated ____________, 20___, under which the Lender has agreed to provide a secured working capital facility (the "Facility") in order to meet the working capital needs of the Companies; and

WHEREAS, this Agreement is the Definitive Agreement to implement the loan, the Promissory Note, and associated security interest.

NOW THEREFORE intending to be legally bound the parties hereto do agree as follows:

1. Extension of Credit. The Lender hereby agrees to extend credit to the Companies in the maximum amount of _______________ at the Companies' request in amounts from time to time. The maximum draw that can be requested for the initial draw of this Agreement is _____________. A second draw may be requested upon the presentation of documentation acceptable to Lender evidencing that sufficient progress is being made: (i) in preparing and filing the 2013 10-K and 2014 10-Q reports; (ii) in having the DADS app available for purchase on the iTunes app store; and (iii) in completing the 2012 SRG audit and related 8-K filings. Each draw shall be funded by the Lender within ten (10) business days of the date that written request for said draw is received. An additional draw may not be requested while a draw is pending. The total of all draws made hereunder less repayments shall be called the "Outstanding Principal".

2. Term of the Facility: Unless extended by the Lender the Facility must be retired fully on or before _________, 20___.

3. Interest. The Companies further agrees to pay to the Lender interest on the Outstanding Principal at the rate of 18% per annum calculated upon the actual number of days such principal amounts are outstanding. Interest shall be paid within three business days after the end of each month.

4. Facility Fee. A one-time, non-refundable fee of 4.5% of the Facility shall be earned when the Loan and Security Agreement for the Facility has been executed. Half will be paid from the first draw and half will be paid from the second draw.

5. Origination Fee. A fee of 6% shall be deducted from each new advance made pursuant to the Facility.

6. Warrants. The Companies will issue to the Lender a Warrant to purchase ______________ shares of InterCore (ICOR) common stock. The Warrant will have a term of four years and a strike price of $____. The warrants will be fully vested as soon as the first draw is received by InterCore on behalf of the Companies. The form of the Warrant will be consistent with the warrants that have been issued in 2014 by InterCore.

7. Continuing Due Diligence. The Companies shall provide financial and marketing information to the Lender on a weekly basis. The content and list of required information that the Borrower will supply will be in a format that is acceptable to the Lender. No additional draws will be supplied as long as the Borrower is not in compliance with this provision.

8. Conversion. Outstanding Principal may be converted at the election of the Lender at any time into Series D Preferred Shares at the price of $10.00 per share; or into restricted common stock at a price of a ____% discount to market based on the average closing price of the preceding five days except that, within six (6) months of the date of this agreement, Lender may convert the Outstanding Principal into restricted common stock at a price equal to the lesser of (i) _____ per share or (ii) a ____% discount to market based on the average closing price of the preceding five days. The right to convert the Outstanding Principal can be exercised up to five days after the Borrower has tendered repayment of the Principal.

9. Repayment. The principal will begin to be repaid by the Companies as soon as the Companies becomes cash-flow positive. Becoming cash-flow positive is defined as having revenue in any one month that is more than sufficient for the Companies to pay their monthly obligations, with the expectation that the positive cash-flow will continue for the following month.

10. Prepayment. All or a portion of Outstanding Principal and any accrued interest may be prepaid by the Companies to the Lender at any time without penalty. Prepayment of Outstanding Principal does not preclude the Company from subsequently drawing upon this credit facility in equal or greater amounts.

11. Promissory Notes. The Companies shall execute a promissory notes in the form attached hereto as “Exhibit A" to document each draw.

12. Security Interest. The underlying collateral for the Outstanding Principal under the terms of this Agreement shall be a lien (second only to the first lien of Rhine Partners, LP) on all assets of the Companies including all cash, existing and future accounts receivable, inventory, purchase orders, and all intellectual property and patents and copyrights owned or licensed for use by the Companies, including all rights to the ADS software, including all marketing, royalty, and distributions rights to the ADS software and product lines, both current and future, and the Lender is hereby granted a security interest in said assets excluding all property, plant and equipment. The Companies agree to execute and file a UCC-1 Financing Statement in favor of the Lender. To the extent that any UCC-1 Financing Statement is now active, the Companies agrees to obtain subordination or cancellation of said UCC-1 Financing Statement. In the event that the Companies have repaid all the outstanding advances and declared its intention not to make further use of the Facility, the Lender shall forthwith release its first security lien on the above described assets of the Companies and the Facility shall be terminated.

13. Lender Representations. Lender hereby represents that it is an “accredited” investor and Lender (as defined in 17 CFR 230.501 (a) subsection 8. Lender further represents that Lender has not been formed for the purpose of making this investment, that Lender is acquiring the promissory note(s), warrants and securities therein for its own account and for investment purposes only and has no present intention, agreement or arrangement for the distribution, transfer, assignment, resale or subdivision thereof. Lender further agrees that it will not distribute, transfer, assign, sell, or by any other means transfer ownership of, or any rights to, the promissory note(s) without prior approval of the Companies.

14. Entire Agreement, This is the entire Agreement of the parties relating to this subject matter. It is to be governed by the laws of the State of Delaware and shall be enforced in the state or federal courts of the State of Delaware if the parties cannot amicably resolve any disputes by voluntary submission to an agreed upon mediator or arbitration mechanism. The Agreement may be modified only in writing that is signed by the parties.

[Signature page follows]

WITNESS THE HAND AND SEAL OF THE PARTIES AS OF THE DATE FIRST ABOVE WRITTEN:

InterCore, Inc.


By: James F. Groelinger, Chief Executive Officer

SRG International, Inc.


By: Raphael Huppe, Chief Technology Officer

SRG International, Inc.


By: Claude Brun, Director

Topside Partners, LP


By: Kimberly Guenther, Managing Member

Trademont Associates, LLC, its General Partner

Exhibit A

SECURED PROMISSORY NOTE

1. FOR VALUE RECEIVED, the undersigned, InterCore Inc., a Delaware corporation, and its wholly owned subsidiary SRG International, Inc., a Canadian Corporation, (collectively the "Borrower"), promises to pay to Rhine Partners, LP, a Texas Limited Partnership, (“Lender"), the principal sum up to ____________________ (the "Principal Amount") funded from time to time.

2. This Note shall mature and the Principal Amount become due and payable on ___________, 20___. Payment of the Principal Amount and any accrued and unpaid interest shall be made by wire transfer to an account to be designated by the Lender.

3. This Note is issued pursuant to that certain Loan and Security Agreement dated ___________, 20___ and the terms therein are incorporated herein by reference and made a part hereof as if fully stated herein.

4. Borrower, for itself and its legal representatives, successors, and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purposes of accelerating maturity, diligence in collection, and any other condition precedent to action against Borrower for the payment hereof.

5. This Note shall become immediately due and payable without notice or demand upon the happening to Borrower of any one of the following specified events: (a) assignment for the benefit of creditors; (b) application for, or appointment of a receiver for, it or its property; (c) filing a voluntary petition under any of the provision of the Bankruptcy Code or having an involuntary petition filed against it under the Bankruptcy Code which is not dismissed within 60 days; (d) any other proceeding under bankruptcy, insolvency, reorganization, relief of debtors, or similar laws is commenced by Borrower, or is commenced against Borrower and not dismissed within sixty (60) days; (e) if any payment of Principal Amount or interest due hereunder is not made within thirty (30) days after the date such payment was due; (f) if Borrower fails to perform any covenant or agreement hereunder in any material respect; (g) if any representation or warranty made by Borrower herein was not true and correct in all material respects when made. All such events shall constitute an Event of Default hereunder. If any of the Events of Default specified in clauses (a) through (d) above occurs, the balance of the Principal Amount, together with all accrued but unpaid interest, shall immediately become due and payable. If any other Event of Default occurs, Lender may declare the balance of the Principal Amount, together with all accrued but unpaid interest, to be immediately due and payable by written notice thereof to Borrower.

6. This obligation is secured by a first lien on all of the Companies' assets including cash, inventory, accounts receivable and all intellectual property and patents owned or licensed for use by the Companies. All Property, Plant and Equipment is excluded from the Lender filing a UCC-1 Financing Statement to perfect this security interest. This first lien shall not be subordinate to security interests granted to other parties as reflected in UCC-1 Financing Statements filed prior to the date hereof.

7. This Note is to be construed and enforced according to and governed by the laws of the State of Delaware.

8. Borrower agrees to pay all costs and expenses (including, without limitation, reasonable attorney fees) incurred or payable by Lender in enforcing each provision of this Note including, without limitation, respecting the collection of any and all amounts payable under this Note.

9. Borrower acknowledges that its obligations to make payments hereunder are absolute and unconditional, and agrees that such payments shall not be requested to be, and shall not be, subject to any defense, setoff, or counterclaim of any kind or nature, or any other action similar to the foregoing, provided that nothing contained herein shall preclude any separate proceeding by Borrower against Lender so long as such proceeding does not in any manner relate to or otherwise impair the payment or the collection of the amounts due hereunder in accordance with the terms of this Note.

10. No amendment, modification, rescission, waiver, consent, forbearance, or release of any provision of this Note shall be valid or binding unless made in writing and executed by a duly authorized representative of Borrower and Lender. No consent or waiver, express or implied, by Lender to the breach by Borrower in the performance by it of any of its obligations hereunder shall be deemed or construed to be a consent to or waiver of the further breach in the performance of the same or any other obligation of Borrower hereunder. Failure on the part of Lender to complain of the act or failure to act by Borrower or to declare Borrower in breach, irrespective of how long such failure continues, shall not constitute a waiver by Lender of any of its rights hereunder.

IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of _____________, 20___.

InterCore, Inc.


By: James F. Groelinger, Chief Executive Officer

SRG International, Inc.


By: Raphael Huppe, Chief Technology Officer

SRG International, Inc.


By: Claude Brun, Director

Topside Partners, LP


By: Kimberly Guenther, Managing Member

Trademont Associates, LLC, its General Partner

Exhibit 10.2

INTERCORE, 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.

ICOR Warrant # __________

STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that, for value received, Topside Partners, LP, or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from InterCore, Inc., a Delaware corporation (the “Company”) up to ___________________ fully paid and nonassessable shares of common stock of the Company (the “Warrant Securities”) at _________ 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. EST on ____________, 20___, 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. Notwithstanding any other provision governing the Warrants, the Holder may not exercise these Warrants to the extent that immediately following such exercise the Holder would beneficially own more than 9.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Holder that following such exercise it would not beneficially own more than 9.99% of the outstanding Common Stock of the Company shall be conclusive and binding upon the Company.

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.

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:

X = Y (A-B)	Where X = the number of shares of the Company’s common stock to
A	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 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. Warrant

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.

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 surrender.

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.

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. Investor Questionnaire. The Purchaser has accurately completed the Investor Questionnaire attached hereto as Exhibit A and incorporated by reference herein.

14. 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.

15. Consent to Jurisdiction and Service. The Company consents to the jurisdiction of any court of the State of Delaware, and of any federal court located in Delaware, 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 12 hereof, or, in the alternative, in any other form or manner permitted by law. The Holder and Company agree that Delaware shall be deemed proper venue.

16. 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.

17. 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.

18. Governing Law. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President, CEO and to be delivered in New Jersey.

Dated: ____________, 20___	INTERCORE, INC.

	A Delaware Corporation

	By:

	Its: President, CEO

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 to purchase securities of InterCore, Inc. and herewith, using the cashless exercise provision of this warrant, requests that (that using the value of _____________________ of the warrant shares) a certificate for _____________________ free trading common shares be issued in the name of, and delivered to _________________________________, whose address is _______________________________________________________________________________________________.

Dated: ________________ 20___

	By:

	Its:

	(Signature must conform in
	respects to name of holder
	as specified on the face of the
	Warrant Certificate)



	(Insert Social Security or
	Other Identifying Number of
	Holder)

Exhibit A

Investor Questionnaire

(to be completed by each Purchaser)

Name:	FEIN:

Cell Phone:	Email:

Work Phone:

a. State of Residence: _______________________________________________________________

b. For how long? ___________________________________________________________________

c. Do you maintain a residence in any other state? _________________________________________

In which state(s) do you

a. File state income tax returns: ________________________________________________________

b. Hold current driver’s license: ________________________________________________________

c. Maintain a house or apartment: ______________________________________________________

Exhibit 10.3

AMENDMENT NO. 1 TO

LOAN AND SECURITY AGREEMENT

This Amendment No. 1 (“Amendment No. 1”) is made this 10th day of February, 2015, by and between InterCore, Inc., a Delaware corporation (“InterCore”), and SRG International, Inc., a Canadian corporation (“SRG”) on the one hand; and Topside Limited Partners, LP, a Texas limited partnership (the “Lender”), on the other hand, to amend the terms of that certain Loan and Security Agreement dated October 15, 2014, and entered into by and between the parties (the “Note”). Together InterCore and SRG are referred to herein as the “Companies”. Each of the Companies and Topside shall be referred to herein as a “Party” and collectively as the “Parties”. In the event the terms of the Note and this Amendment No. 1 conflict, the terms of this Amendment No. 1 control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.

WHEREAS, in the Note, Lender agreed to loan the Companies up to One Million Dollars ($1,000,000), and in exchange received the Note covering the terms of the loan, including, but not limited to, the Companies’ repayment terms and a warrant to purchase Two Million (2,000,000) shares of InterCore’s common stock (the “Warrant”);

WHEREAS, under Section 8 of the Note the principal amount due by the Companies is convertible by Topside, at any time, into either shares of InterCore’s Series D Preferred Stock or into shares of InterCore’s common stock;

WHEREAS, at the time of entering into the Note the Parties agreed that Topside would not be able to convert principal amount due under the Note into shares of InterCore’s common stock, or exercise the Warrant to acquire shares of InterCore’s common stock, if the receipt of shares of InterCore’s common stock would cause Topside to own more than 9.99% of InterCore’s common stock;

WHEREAS, the 9.99% limiter is contained in the Warrant, but was inadvertently omitted from the Note, and the parties want to correct the Note so it contains the agreed upon 9.99% limiter.

In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to this Amendment and that Section 8 of the Note is hereby amended by deleting Section 8 in its entirety and replacing Section 8 with the following:

“8. Conversion. Outstanding Principal may be converted at the election of the Lender at any time into Series D Preferred Shares at the price of $10.00 per share; or into restricted common stock at a price of a 60% discount to market based on the average closing price of the preceding five days except that, within six (6) months of the date of this agreement, Lender may convert the Outstanding Principal into restricted common stock at a price equal to the lesser of (i) $2.00 per share or (ii) a 60% discount to market based on the average closing price of the preceding five days. The right to convert the Outstanding Principal can be exercised up to five days after the Borrower has tendered repayment of the Principal. Notwithstanding the above, Lender may not exercise its rights to convert the Outstanding Principal due hereunder into restricted shares of InterCore common stock if such conversion would result in Lender, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 9.99% of the then issued and outstanding shares of InterCore common stock, including the shares issuable upon such conversion and held by the Lender after application of this Section. The provisions of this Section may be waived by Lender upon not less than 61 days prior notice to InterCore.”

IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers or other authorized signatory, have executed this Amendment No. 1 as of the date first above written. This Amendment No. 1 may be signed in counterparts and facsimile signatures are treated as original signatures.

“InterCore”		“SRG”

InterCore, Inc.		SRG International, Inc.,
a Delaware corporation		a Canadian corporation

/s/	James F. Groelinger	/s/	Raphael Huppe
By:	James F. Groelinger	By:	Raphael Huppe
Its:	Chief Executive Officer	Its:	Chief Technology Officer

“Lender”

Topside Partners, LP
a Texas limited partnership

/s/	Kimberly Guenther
By:	Kimberly Guenther
Trademont Associates, LLC, it General Partner

Exhibit 10.4

AMENDMENT NO. 1 TO

LOAN AND SECURITY AGREEMENT

This Amendment No. 1 (“Amendment No. 1”) is made this 10th day of February, 2015, by and between InterCore, Inc., a Delaware corporation (“InterCore”), and SRG International, Inc., a Canadian corporation (“SRG”) on the one hand; and Topside Limited Partners, LP, a Texas limited partnership (the “Lender”), on the other hand, to amend the terms of that certain Loan and Security Agreement dated October 29, 2014, and entered into by and between the parties (the “Note”). Together InterCore and SRG are referred to herein as the “Companies”. Each of the Companies and Topside shall be referred to herein as a “Party” and collectively as the “Parties”. In the event the terms of the Note and this Amendment No. 1 conflict, the terms of this Amendment No. 1 control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.

WHEREAS, the 9.99% limiter is contained in the Warrant, but was inadvertently omitted from the Note, and the parties want to correct the Note so it contains the agreed upon 9.99% limiter.

“InterCore”		“SRG”

InterCore, Inc.		SRG International, Inc.,
a Delaware corporation		a Canadian corporation

/s/	James F. Groelinger	/s/	Raphael Huppe
By:	James F. Groelinger	By:	Raphael Huppe
Its:	Chief Executive Officer	Its:	Chief Technology Officer

“Lender”

Topside Partners, LP
a Texas limited partnership

/s/	Kimberly Guenther
By:	Kimberly Guenther
Trademont Associates, LLC, it General Partner

Exhibit 10.5

AMENDMENT NO. 1 TO

LOAN AND SECURITY AGREEMENT

This Amendment No. 1 (“Amendment No. 1”) is made this 10th day of February, 2015, by and between InterCore, Inc., a Delaware corporation (“InterCore”), and SRG International, Inc., a Canadian corporation (“SRG”) on the one hand; and Topside Limited Partners, LP, a Texas limited partnership (the “Lender”), on the other hand, to amend the terms of that certain Loan and Security Agreement dated November 7, 2014, and entered into by and between the parties (the “Note”). Together InterCore and SRG are referred to herein as the “Companies”. Each of the Companies and Topside shall be referred to herein as a “Party” and collectively as the “Parties”. In the event the terms of the Note and this Amendment No. 1 conflict, the terms of this Amendment No. 1 control. Any defined terms herein that are not defined herein have the meaning set forth in the Note.

WHEREAS, the 9.99% limiter is contained in the Warrant, but was inadvertently omitted from the Note, and the parties want to correct the Note so it contains the agreed upon 9.99% limiter.

“8. Conversion. Outstanding Principal may be converted at the election of the Lender at any time into Series D Preferred Shares at the price of $10.00 per share; or into restricted common stock at a price of a 40% discount to market based on the average closing price of the preceding five days except that, within six (6) months of the date of this agreement, Lender may convert the Outstanding Principal into restricted common stock at a price equal to the lesser of (i) $3.00 per share or (ii) a 40% discount to market based on the average closing price of the preceding five days. The right to convert the Outstanding Principal can be exercised up to five days after the Borrower has tendered repayment of the Principal. Notwithstanding the above, Lender may not exercise its rights to convert the Outstanding Principal due hereunder into restricted shares of InterCore common stock if such conversion would result in Lender, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules promulgated thereunder) in excess of 9.99% of the then issued and outstanding shares of InterCore common stock, including the shares issuable upon such conversion and held by the Lender after application of this Section. The provisions of this Section may be waived by Lender upon not less than 61 days prior notice to InterCore.”

“InterCore”		“SRG”

InterCore, Inc.		SRG International, Inc.,
a Delaware corporation		a Canadian corporation


By:	James F. Groelinger	By:	Ralph Huppe
Its:	Chief Executive Officer	Its:	Chief Technology Officer

“Lender”

Topside Partners, LP
a Texas limited partnership


By:	, Managing Member
Trademont Associates, LLC, it General Partner

Boards:

Quotes:

Boards

News

Market Data

Markets

Discover

Your Recent History