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): December 8, 2014
INTERCORE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of incorporation) |
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000-54012
(Commission
File
Number) |
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27-2506234
(I.R.S.
Employer
Identification
No.) |
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1615
South Congress Avenue - Suite 103
Delray
Beach, FL 33445
(Address
of principal executive offices) (zip code) |
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(561)
900-3709
(Registrant’s
telephone number, including area code) |
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| (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
Rhine
Convertible Note Payable #1
On
December 8, 2014, we entered into a Loan Agreement (the "Rhine Convertible Note Payable #1") with Rhine Partners, LP
("Rhine") under which we borrowed $300,000. This note bears interest at the rate of 18% per annum and matures on June
30, 2015. Additionally, a one-time facility fee of $25,000 was earned by Rhine upon the execution of this note. Outstanding principal
may be converted at the election of Rhine 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 the five days preceding such election. Rhine has the right to make such a conversion election up to five days after we tender
payment of the principal. In the event Rhine elects to convert the principal under this note into shares of our common stock,
it may not elect such a conversion if the shares issued pursuant to the conversion would cause Rhine to own more than 9.99% of
our then-outstanding common stock.
Additionally,
under the terms of Rhine Convertible Note Payable #1, we agreed to issue a warrant to Rhine for the purchase up to 2,500,000 shares
of our common stock at an exercise price of $1.00 per share for a period of four years. The warrant is 100% vested upon issuance.
The warrant will contain a cashless exercise provision but will also contain a 9.99% limiter such that Rhine cannot exercise the
warrant to purchase shares of common stock if such exercise would cause Rhine to own more than 9.99% of our then-outstanding common
stock.
If
we fail to repay this note in full by the maturity date, we must pay a penalty of $35,000 and the interest rates on all amounts
due under this note increases from 18% per annum to 24% per annum.
Topside
Convertible Note Payable #5
On
December 30, 2014, we entered into a Loan Agreement (the "Topside Convertible Note Payable #5") with Topside Partners,
LP ("Topside") under which we borrowed $40,000. This note bears interest at the rate of 18% per annum and matures on
June 30, 2015. Additionally, a one-time facility fee of $2,500 was earned by Topside upon the execution of this note. 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 the five days preceding such election. Topside has the right to make such a conversion election up to five days after
we tender payment of the principal. In the event Topside elects to convert the principal under this note into shares of our common
stock, it may not elect such a conversion if the shares issued pursuant to the conversion would cause Topside to own more than
9.99% of our then-outstanding common stock.
Additionally,
under the terms of Topside Convertible Note Payable #5, we agreed to issue a warrant to Topside for the purchase up to 275,000
shares of our common stock at an exercise price of $1.00 per share for a period of four years. The warrant is 100% vested upon
issuance. The warrant will contain a cashless exercise provision but will also contain 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.
If
we fail to repay this note in full by the maturity date, we must pay a penalty of $5,000 and the interest rates on all amounts
due under this note increases from 18% per annum to 24% per annum.
Rhine
Convertible Note Payable #2
On
December 31, 2014, we entered into another Loan Agreement (the "Rhine Convertible Note Payable #2") with Rhine under
which we borrowed $260,000. This note bears interest at the rate of 18% per annum and matures on July 31, 2015. Additionally,
a one-time facility fee of $25,000 was earned by Rhine upon the execution of this note. Outstanding principal may be converted
at the election of Rhine 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 the five days preceding
such election. Rhine has the right to make such a conversion election up to five days after we tender payment of the principal.
In the event Rhine elects to convert the principal under this note into shares of our common stock, it may not elect such a conversion
if the shares issued pursuant to the conversion would cause Rhine to own more than 9.99% of our then-outstanding common stock.
Additionally,
under the terms of Rhine Convertible Note Payable #2, we agreed to issue a warrant to Rhine for the purchase up to 2,300,000 shares
of our common stock at an exercise price of $1.00 per share for a period of four years. The warrant is 100% vested upon issuance.
The warrant will contain a cashless exercise provision but will also contain a 9.99% limiter such that Rhine cannot exercise the
warrant to purchase shares of common stock if such exercise would cause Rhine to own more than 9.99% of our then-outstanding common
stock.
If
we fail to repay this note in full by the maturity date, we must pay a penalty of $30,000 and the interest rates on all amounts
due under this note increases from 18% per annum to 24% per annum.
Rhine
Convertible Note Payable #3
On
January 14, 2015, we entered into another Loan Agreement (the "Rhine Convertible Note Payable #3") with Rhine under
which we borrowed $300,000. This note bears interest at the rate of 18% per annum and matures on January 31, 2016. Additionally,
a one-time facility fee of $10,000 was earned by Rhine upon the execution of this note. Outstanding principal may be converted
at the election of Rhine 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 30% discount to market based on the average closing price of the five days preceding
such election. Rhine has the right to make such a conversion election up to five days after we tender payment of the principal.
In the event Rhine elects to convert the principal under this note into shares of our common stock, it may not elect such a conversion
if the shares issued pursuant to the conversion would cause Rhine to own more than 9.99% of our then-outstanding common stock.
Additionally,
under the terms of Rhine Convertible Note Payable #3, we agreed to issue a warrant to Rhine for the purchase up to 2,500,000 shares
of our common stock at an exercise price of $2.00 per share for a period of four years. The warrant is 100% vested upon issuance.
The warrant will contain a cashless exercise provision but will also contain a 9.99% limiter such that Rhine cannot exercise the
warrant to purchase shares of common stock if such exercise would cause Rhine to own more than 9.99% of our then-outstanding common
stock.
If
we fail to repay this note in full by the maturity date, we must pay a penalty of $10,000 and the interest rates on all amounts
due under this note increases from 18% per annum to 24% per annum.
Topside
Convertible Note Payable #6
On
January 15, 2015, we entered into another Loan Agreement (the "Topside Convertible Note Payable #6") with Topside under
which we borrowed $20,000. This note bears interest at the rate of 18% per annum and matures on June 30, 2015. Additionally, a
one-time facility fee of $1,500 was earned by Topside upon the execution of this note. 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 30% discount to market based on the average closing price of the five days preceding
such election. Topside has the right to make such a conversion election up to five days after we tender payment of the principal.
In the event Topside elects to convert the principal under this note into shares of our common stock, it may not elect such a
conversion if the shares issued pursuant to the conversion would cause Topside to own more than 9.99% of our then-outstanding
common stock.
Additionally,
under the terms of Topside Convertible Note Payable #6, we agreed to issue a warrant to Topside for the purchase up to 140,000
shares of our common stock at an exercise price of $2.00 per share for a period of four years. The warrant is 100% vested upon
issuance. The warrant will contain a cashless exercise provision but will also contain 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.
If
we fail to repay this note in full by the maturity date, we must pay a penalty of $2,500 and the interest rates on all amounts
due under this note increases from 18% per annum to 24% per annum.
Rhine
Convertible Note Payable #4
On
January 30, 2015, we entered into another Loan Agreement (the "Rhine Convertible Note Payable #4") with Rhine under
which we borrowed $220,000. This note bears interest at the rate of 18% per annum and matures on January 31, 2016. Additionally,
a one-time facility fee of $10,000 was earned by Rhine upon the execution of this note. Outstanding principal may be converted
at the election of Rhine 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 30% discount to market based on the average closing price of the five days preceding
such election. Rhine has the right to make such a conversion election up to five days after we tender payment of the principal.
In the event Rhine elects to convert the principal under this note into shares of our common stock, it may not elect such a conversion
if the shares issued pursuant to the conversion would cause Rhine to own more than 9.99% of our then-outstanding common stock.
Additionally,
under the terms of Rhine Convertible Note Payable #4, we agreed to issue a warrant to Rhine for Rhine to purchase up to 150,000
shares of our common stock at an exercise price of $2.00 per share for a period of four years. The warrant is 100% vested upon
issuance. The warrant will not contain a cashless exercise provision and will contain a 9.99% limiter such that Rhine cannot exercise
the warrant to purchase shares of common stock if such exercise would cause Rhine to own more than 9.99% of our then-outstanding
common stock.
If
we fail to repay this note in full by the maturity date, we must pay a penalty of $10,000 and the interest rates on all amounts
due under this note increases from 18% per annum to 24% per annum.
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 Rhine Convertible Notes Payable, they 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 at a price equal to either 60% (Rhine Convertible Notes Payable #1 and #2) or 70% (Rhine Convertible Notes Payable #3 and
#4) of the market price based upon the average closing price of the five days preceding such election. In connection with the
Rhine Convertible Notes Payable, we also agreed issue Rhine warrants for the purchase of up to an aggregate of 7,450,000 shares
of common stock at $1.00 per share (Rhine Convertible Notes Payable #1 and #2) or $2.00 per share (Rhine Convertible Notes Payable
#3 and #4), which terminate four years after issuance. The issuance of these securities was or will be exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, due to the fact Rhine is an accredited and familiar with our operations,
as represented by Rhine in the Rhine Convertible Notes Payable.
As
noted in Item 1.01, pursuant to the terms of the Topside Convertible Notes Payable, they 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 at a price equal to either 60% (Topside Convertible Note Payable #5) or 70% (Topside Convertible Note Payable
#6) of the market price based upon the average closing price of the five days preceding such election. In connection with the
Topside Convertible Notes Payable we also agreed issue Topside warrants for the purchase of up to an aggregate of 415,000 shares
of common stock at $1.00 per share Topside Convertible Note Payable #5) or $2.00 per share (Topside Convertible Note Payable #6),
which terminate four years after issuance. The issuance of these securities was or will be 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 Notes.
SECTION
9.01 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
| (c) |
Exhibits |
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10.1 |
Rhine
Partners, LP Convertible Note Payable #1
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10.2 |
Topside Partners, LP Convertible Note Payable #5 |
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10.3 |
Rhine Partners, LP Convertible Note Payable #2 |
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10.4 |
Rhine Partners, LP Convertible Note Payable #3 |
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10.5 |
Topside Partners, LP Convertible Note Payable #6 |
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10.6 |
Rhine Partners, LP Convertible Note Payable #4 |
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10.7 |
Form of Warrant under Rhine Partners, LP and Topside Partners,
LP Convertible Notes Payable |
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 |
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InterCore,
Inc. |
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a
Delaware corporation |
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| /s/
James F. Groelinger |
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| By: James
F. Groelinger |
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| Its: Chief
Executive Officer |
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Exhibit
10.1
LOAN
AGREEMENT
This
Loan Agreement is entered into by and between InterCore, Inc., a Delaware corporation (“InterCore”), and its wholly
owned subsidiary SRG International, Inc., a Canadian corporation the name of which was recently changed to InterCore Research
Canada, Inc. (InterCore together with SRG International/InterCore Research Canada, Inc., the "Companies") and RHINE
PARTNERS, LP, a Texas Limited Partnership, (the "Lender") as of December 8, 2014 (the "Agreement").
WHEREAS,
the Companies require additional working capital in order to implement their business plan; and
WHEREAS,
the Lender is fully familiar with the business strategy of the Companies and desires to assist the Companies in achieving their
business plan by providing working capital they require; and
WHEREAS,
this Agreement is the definitive agreement to implement the loan and the Promissory Note.
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 amount of $300,000 (the “Facility”).
The funds will be wired directly to the account of SRG International/InterCore Research Canada, Inc.
2.
Term of the Facility. Unless extended by the Lender the Facility must be retired fully on or before June 30, 2015.
3.
Interest. The Companies agree to pay to the Lender interest on the outstanding amount of the Facility at the rate of 1.5%
per month (18% per annum).
4.
Facility Fee. A one-time, non-refundable fee of $25,000 shall be earned when this Agreement has been executed and the funds
have been wired to the account of SRG International/InterCore Research Canada, Inc.
5.
Warrants. InterCore will issue to the Lender a Warrant to purchase 2,500,000 shares of InterCore (ICOR) common stock. The
Warrant will have a term of four years, a strike price of $1.00 per share, and contain a cashless exercise provision. Notwithstanding
any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent that immediately following
such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”))
more than 9.99% of the then issued and outstanding common stock of InterCore, including the shares issuable upon such exercise
and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender that following such exercise
it would not beneficially own more than 9.99% of the outstanding Common Stock of InterCore shall be conclusive and binding upon
InterCore.
6.
Conversion. Outstanding Principal may be converted at the election of the Lender at any time into: (i) Series D Preferred
Shares at the price of $10.00 per share; or (ii) into restricted common stock of InterCore at a price of 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 business 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
the Exchange Act) 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.
7.
Promissory Note. The Companies shall execute a promissory note in the form consistent with
such recently issued notes.
8.
Default. If the Companies fail to repay the full loan amount by the due date, the Companies
agree to pay a penalty in the amount of $35,000 plus the interest rate will increase to 24% per annum (2% per month) on the outstanding
balance, including accrued but unpaid interest.
9.
Lender Representations. Lender hereby represents that it is an “accredited investor” (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 herein 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.
10.
Entire Agreement. This Agreement, the Warrant and any promissory note issued by InterCore to the Lender for this loan are
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. This 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.
/s/
James F. Groelinger
By:
James F. Groelinger, Chief Executive Officer
SRG
International, Inc./InterCore Research Canada, Inc.
/s/
Raphael Huppe
By:
Raphael Huppe, Chief Technology Officer
SRG
International, Inc./InterCore Research Canada, Inc.
/s/
Claude Brun
By:
Claude Brun, Director
Rhine
Partners, LP
/s/
Trisha Grencer
By: Trisha Grencer, Funding Manager
Richson
Investments, LLC, its General Partner
Exhibit
10.2
LOAN
AGREEMENT
This
Loan Agreement is entered into by and between InterCore, Inc., a Delaware corporation (“InterCore”), and TOPSIDE PARTNERS,
LP, a Texas Limited Partnership, (the "Lender") as of December 30, 2014 (the "Agreement").
WHEREAS,
InterCore requires additional working capital in order to implement its business plan; and
WHEREAS,
the Lender is fully familiar with the business strategy of InterCore and desires to assist InterCore in achieving its business
plan by providing working capital they require; and
WHEREAS,
this Agreement is the definitive agreement to implement the loan and the Promissory Note.
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 amount of $40,000 (the “Facility”).
2.
Term of the Facility. Unless extended by the Lender the Facility must be retired fully on or before June 30, 2015.
3.
Interest. The Companies agree to pay to the Lender interest on the outstanding amount of the Facility at the rate of 1.5%
per month (18% per annum).
4.
Facility Fee. A one-time, non-refundable fee of $2,500 shall be earned when this Agreement has been executed and the funds
have been wired to the account of InterCore and/or its affiliated companies.
5.
Warrants. InterCore will issue to the Lender a Warrant to purchase 275,000 shares of InterCore common stock. The Warrant
will have a term of four years, a strike price of $1.00 per share, and contain a cashless exercise provision. Notwithstanding
any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent that immediately following
such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”))
more than 9.99% of the then issued and outstanding common stock of InterCore, including the shares issuable upon such exercise
and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender that following such exercise
it would not beneficially own more than 9.99% of the outstanding Common Stock of InterCore shall be conclusive and binding upon
InterCore.
6.
Conversion. Outstanding Principal may be converted at the election of the Lender at any time into: (i) Series D Preferred
Shares at the price of $10.00 per share; or (ii) into restricted common stock of InterCore at a price of 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 business 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
the Exchange Act) 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.
7.
Promissory Note. InterCore shall execute a promissory note in the form consistent with
such recently issued notes.
8.
Default. If InterCore fails to repay the full loan amount by the due date, InterCore agrees
to pay a penalty in the amount of $5,000 plus the interest rate will increase to 24% per annum (2% per month) on the outstanding
balance, including accrued but unpaid interest.
9.
Lender Representations. Lender hereby represents that it is an “accredited investor” (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 herein 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.
10.
Entire Agreement. This Agreement, the Warrant and any promissory note issued by InterCore to the Lender for this loan are
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. This 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.
/s/
James F. Groelinger
By:
James F. Groelinger, Chief Executive Officer
Topside
Partners, LP
/s/
Kimberly Guenther
By:
Kimberly Guenther
Trademont
Associates, LLC, its General Partner
Exhibit
10.3
LOAN
AGREEMENT
This
Loan Agreement is entered into by and between InterCore, Inc., a Delaware corporation (“InterCore”), and its wholly
owned subsidiary SRG International, Inc., a Canadian corporation the name of which was recently changed to InterCore Research
Canada, Inc. (InterCore together with SRG International/InterCore Research Canada, Inc., the "Companies") and RHINE
PARTNERS, LP, a Texas Limited Partnership, (the "Lender") as of December 31, 2014 (the "Agreement").
WHEREAS,
the Companies require additional working capital in order to implement their business plan; and
WHEREAS,
the Lender is fully familiar with the business strategy of the Companies and desires to assist the Companies in achieving their
business plan by providing working capital they require; and
WHEREAS,
this Agreement is the definitive agreement to implement the loan and the Promissory Note.
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 amount of $260,000 (the “Facility”).
The funds will be wired directly to the account of SRG International/InterCore Research Canada, Inc.
2.
Term of the Facility. Unless extended by the Lender the Facility must be retired fully on or before July 31, 2015.
3.
Interest. The Companies agree to pay to the Lender interest on the outstanding amount of the Facility at the rate of 1.5%
per month (18% per annum).
4.
Facility Fee. A one-time, non-refundable fee of $25,000 shall be earned when this Agreement has been executed and the funds
have been wired to the account of SRG International/InterCore Research Canada, Inc.
5.
Warrants. InterCore will issue to the Lender a Warrant to purchase 2,300,000 shares of InterCore (ICOR) common stock. The
Warrant will have a term of four years, a strike price of $1.00 per share, and contain a cashless exercise provision. Notwithstanding
any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent that immediately following
such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”))
more than 9.99% of the then issued and outstanding common stock of InterCore, including the shares issuable upon such exercise
and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender that following such exercise
it would not beneficially own more than 9.99% of the outstanding Common Stock of InterCore shall be conclusive and binding upon
InterCore.
6.
Conversion. Outstanding Principal may be converted at the election of the Lender at any time into: (i) Series D Preferred
Shares at the price of $10.00 per share; or (ii) into restricted common stock of InterCore at a price of 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 business 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
the Exchange Act) 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.
7.
Promissory Note. The Companies shall execute a promissory note in the form consistent with
such recently issued notes.
8.
Default. If the Companies fail to repay the full loan amount by the due date, the Companies
agree to pay a penalty in the amount of $30,000 plus the interest rate will increase to 24% per annum (2% per month) on the outstanding
balance, including accrued but unpaid interest.
9.
Lender Representations. Lender hereby represents that it is an “accredited investor” (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 herein 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.
10.
Entire Agreement. This Agreement, the Warrant and any promissory note issued by InterCore to the Lender for this loan are
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. This 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.
/s/
James F. Groelinger
By:
James F. Groelinger, Chief Executive Officer
SRG
International, Inc./InterCore Research Canada, Inc.
/s/
Raphael Huppe
By:
Raphael Huppe, Chief Technology Officer
SRG
International, Inc./InterCore Research Canada, Inc.
/s/
Claude Brun
By:
Claude Brun, Director
Rhine
Partners, LP
/s/
Trisha Grencer
By: Trisha Grencer, Funding Manager
Richson
Investments, LLC, its General Partner
Exhibit
10.4
LOAN
AGREEMENT
This
Loan Agreement is entered into by and between InterCore, Inc., a Delaware corporation (“InterCore”), and its wholly
owned subsidiary SRG International, Inc., a Canadian corporation the name of which was recently changed to InterCore Research
Canada, Inc. (InterCore together with SRG International/InterCore Research Canada, Inc., the "Companies") and RHINE
PARTNERS, LP, a Texas Limited Partnership, (the "Lender") as of January 14, 2015 (the "Agreement").
WHEREAS,
the Companies require additional working capital in order to implement their business plan; and
WHEREAS,
the Lender is fully familiar with the business strategy of the Companies and desires to assist the Companies in achieving their
business plan by providing working capital they require; and
WHEREAS,
this Agreement is the definitive agreement to implement the loan and the Promissory Note.
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 amount of $300,000 (the “Facility”).
The funds will be wired directly to the account of SRG International/InterCore Research Canada, Inc.
2.
Term of the Facility. Unless extended by the Lender the Facility must be retired fully on or before January 31, 2016.
3.
Interest. The Companies agree to pay to the Lender interest on the outstanding amount of the Facility at the rate of 1.5%
per month (18% per annum).
4.
Facility Fee. A one-time, non-refundable fee of $10,000 shall be earned when this Agreement has been executed and the funds
have been wired to the account of SRG International/InterCore Research Canada, Inc.
5.
Warrants. InterCore will issue to the Lender a Warrant to purchase 2,500,000 shares of InterCore (ICOR) common stock. The
Warrant will have a term of four years, a strike price of $2.00 per share, and contain a cashless exercise provision. Notwithstanding
any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent that immediately following
such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”))
more than 9.99% of the then issued and outstanding common stock of InterCore, including the shares issuable upon such exercise
and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender that following such exercise
it would not beneficially own more than 9.99% of the outstanding Common Stock of InterCore shall be conclusive and binding upon
InterCore.
6.
Conversion. Outstanding Principal may be converted at the election of the Lender at any time into: (i) Series D Preferred
Shares at the price of $10.00 per share; or (ii) into restricted common stock of InterCore at a price of a 30% 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 business 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
the Exchange Act) 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.
7.
Promissory Note. The Companies shall execute a promissory note in the form consistent with
such recently issued notes.
8.
Default. If the Companies fail to repay the full loan amount by the due date, the Companies
agree to pay a penalty in the amount of $10,000 plus the interest rate will increase to 24% per annum (2% per month) on the outstanding
balance, including accrued but unpaid interest.
9.
Lender Representations. Lender hereby represents that it is an “accredited investor” (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 herein 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.
10.
Entire Agreement. This Agreement, the Warrant and any promissory note issued by InterCore to the Lender for this loan are
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. This 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.
/s/
James F. Groelinger
By:
James F. Groelinger, Chief Executive Officer
SRG
International, Inc./InterCore Research Canada, Inc.
/s/
Raphael Huppe
By:
Raphael Huppe, Chief Technology Officer
SRG
International, Inc./InterCore Research Canada, Inc.
/s/
Claude Brun
By:
Claude Brun, Director
Rhine
Partners, LP
/s/
Trisha Grencer
By:
Trisha Grencer, Funding Manager
Richson
Investments, LLC, its General Partner
Exhibit
10.5
LOAN
AGREEMENT
This
Loan Agreement is entered into by and between InterCore, Inc., a Delaware corporation (“InterCore”), and TOPSIDE PARTNERS,
LP, a Texas Limited Partnership, (the "Lender") as of January 15, 2015 (the "Agreement").
WHEREAS,
InterCore requires additional working capital in order to implement its business plan; and
WHEREAS,
the Lender is fully familiar with the business strategy of InterCore and desires to assist InterCore in achieving its business
plan by providing working capital they require; and
WHEREAS,
this Agreement is the definitive agreement to implement the loan and the Promissory Note.
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 amount of $20,000 (the “Facility”).
2.
Term of the Facility. Unless extended by the Lender the Facility must be retired fully on or before June 30, 2015.
3.
Interest. The Companies agree to pay to the Lender interest on the outstanding amount of the Facility at the rate of 1.5%
per month (18% per annum).
4.
Facility Fee. A one-time, non-refundable fee of $1,500 shall be earned when this Agreement has been executed and the funds
have been wired to the account of InterCore and/or its affiliated companies.
5.
Warrants. InterCore will issue to the Lender a Warrant to purchase 140,000 shares of InterCore common stock. The Warrant
will have a term of four years, a strike price of $2.00 per share, and contain a cashless exercise provision. Notwithstanding
any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent that immediately following
such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”))
more than 9.99% of the then issued and outstanding common stock of InterCore, including the shares issuable upon such exercise
and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender that following such exercise
it would not beneficially own more than 9.99% of the outstanding Common Stock of InterCore shall be conclusive and binding upon
InterCore.
6.
Conversion. Outstanding Principal may be converted at the election of the Lender at any time into: (i) Series D Preferred
Shares at the price of $10.00 per share; or (ii) into restricted common stock of InterCore at a price of a 30% 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 business 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
the Exchange Act) 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.
7.
Promissory Note. InterCore shall execute a promissory note in the form consistent with
such recently issued notes.
8.
Default. If InterCore fails to repay the full loan amount by the due date, InterCore agrees
to pay a penalty in the amount of $2,500 plus the interest rate will increase to 24% per annum (2% per month) on the outstanding
balance, including accrued but unpaid interest.
9.
Lender Representations. Lender hereby represents that it is an “accredited investor” (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 herein 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.
10.
Entire Agreement. This Agreement, the Warrant and any promissory note issued by InterCore to the Lender for this loan are
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. This 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.
/s/
James F. Groelinger
By:
James F. Groelinger, Chief Executive Officer
Topside
Partners, LP
/s/
Kimberly Guenther
By: Kimberly Guenther
Trademont
Associates, LLC, its General Partner
Exhibit
10.6
LOAN
AGREEMENT
This
Loan Agreement is entered into by and between InterCore, Inc., a Delaware corporation (“InterCore”), and its wholly
owned subsidiary SRG International, Inc., a Canadian corporation the name of which was recently changed to InterCore Research
Canada, Inc. (InterCore together with SRG International/InterCore Research Canada, Inc., the "Companies") and RHINE
PARTNERS, LP, a Texas Limited Partnership, (the "Lender") as of January 30, 2015 (the "Agreement").
WHEREAS,
the Companies require additional working capital in order to implement their business plan; and
WHEREAS,
the Lender is fully familiar with the business strategy of the Companies and desires to assist the Companies in achieving their
business plan by providing working capital they require; and
WHEREAS,
this Agreement is the definitive agreement to implement the loan and the Promissory Note.
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 amount of $220,000 (the “Facility”).
The funds will be wired directly to the account of SRG International/InterCore Research Canada, Inc.
2.
Term of the Facility. Unless extended by the Lender the Facility must be retired fully on or before January 31, 2016.
3.
Interest. The Companies agree to pay to the Lender interest on the outstanding amount of the Facility at the rate of 1.5%
per month (18% per annum).
4.
Facility Fee. A one-time, non-refundable fee of $10,000 shall be earned when this Agreement has been executed and the funds
have been wired to the account of SRG International/InterCore Research Canada, Inc.
5.
Warrants. InterCore will issue to the Lender a Warrant to purchase 150,000 shares of InterCore (ICOR) common stock. The
Warrant will have a term of four years and a strike price of $2.00 per share. The warrant will not contain a cashless exercise
provision. Notwithstanding any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent
that immediately following such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the
“Exchange Act”)) more than 9.99% of the then issued and outstanding common stock of InterCore, including the shares
issuable upon such exercise and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender
that following such exercise it would not beneficially own more than 9.99% of the outstanding Common Stock of InterCore shall
be conclusive and binding upon InterCore.
6.
Conversion. Outstanding Principal may be converted at the election of the Lender at any time into: (i) Series D Preferred
Shares at the price of $10.00 per share; or (ii) into restricted common stock of InterCore at a price of a 30% 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 business 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
the Exchange Act) 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.
7.
Promissory Note. The Companies shall execute a promissory note in the form consistent with
such recently issued notes.
8.
Default. If the Companies fail to repay the full loan amount by the due date, the Companies
agree to pay a penalty in the amount of $10,000 plus the interest rate will increase to 24% per annum (2% per month) on the outstanding
balance, including accrued but unpaid interest.
9.
Lender Representations. Lender hereby represents that it is an “accredited investor” (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 herein 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.
10.
Entire Agreement. This Agreement, the Warrant and any promissory note issued by InterCore to the Lender for this loan are
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. This 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.
/s/
James F. Groelinger
By:
James F. Groelinger, Chief Executive Officer
SRG
International, Inc./InterCore Research Canada, Inc.
/s/
Raphael Huppe
By:
Raphael Huppe, Chief Technology Officer
SRG
International, Inc./InterCore Research Canada, Inc.
/s/
Claude Brun
By:
Claude Brun, Director
Rhine
Partners, LP
/s/
Trisha Grencer
By: Trisha Grencer, Funding Manager
Richson
Investments, LLC, its General Partner
Exhibit
10.7
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 be issued to the holder hereof |
| A |
|
|
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___ |
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INTERCORE, INC. |
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A Delaware Corporation |
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By: |
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Its: President, CEO |
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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___
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By:____________________________________ |
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Its:____________________________________ |
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(Signature must conform in respects to name of holder as specified
on the face of the Warrant Certificate) |
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__________________________________ |
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(Insert Social Security or Other Identifying Number of Holder) |
Exhibit
A
Investor
Questionnaire
(to
be completed by each Purchaser)
| Name: |
FEIN: |
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| Cell
Phone: |
Email: |
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| Work
Phone: |
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| 1. |
a. State of Residence: _______________________________________________________________ |
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b. For how long? ____________________________________________________________________ |
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c. Do you maintain a residence in any other state? _______________________________ |
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| 2. |
In which state(s) do you |
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a. File state income tax returns: ___________________________________________________ |
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b. Hold current driver’s license: ___________________________________________________ |
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c. Maintain a house or apartment: _________________________________________________ |