UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 9, 2012
| IceWEB, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 0-27865 | 13-2640971 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 22900 Shaw Road, Suite 111, Sterling, Virginia | 20166 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code | 571-287-2380 |
| not applicable |
| (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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On November 2, 2012 IceWEB, Inc. entered into a Loan Agreement with IWEB Growth Fund, LLC, a Virginia limited liability company (“IWEB Growth Fund”) which was recently established by Messrs. Compton, Bush, Carosi, Pirtle and Stavish and General Soyster, our independent directors. Ms. My Le Phuong, an employee of our company, serves as manager of the IWEB Growth Fund. Under the terms of the Loan Agreement, IWEB Growth Fund agreed to make one or more loans to us up to the total principal amount of $1.5 million. The lending of any amounts under the Loan Agreement is conditioned upon the negotiation of notes and related loan documents which contain terms and conditions that are acceptable to the lender to be determined at the time of the loans. We agreed to grant IWEB Growth Fund a security interest in our assets as collateral for these loans, which such security interest is subordinate to the interest of our primary lender Sand Hill Finance, LLC. In the event we should default under the terms of the Loan Agreement, IWEB Growth Fund is entitled to declare all amounts advanced under the various notes immediately due and payable. An event of default includes a breach by us of any covenant, representation or warranty in the Loan Agreement or a default under any note entered into with the lender.
Between November 9, 2012 and November 13, 2012, IWEB Growth Fund lent us an aggregate of $111,000.00 under the terms of 6 separate Confession of Judgment Promissory Notes. These notes, which are identical in their terms other than the dates and principal amounts, are for a one year term and bear interest at 12% per annum payable at maturity. Embodied in each of the notes is a confession of judgment which means that should we default upon the payment of the note, we have agreed to permit IWEB Growth Fund to enter a judgment against us in the appropriate court in Virginia before filing suit against us for collection of the amounts. Pursuant to the terms of the Loan Agreement, we paid IWEB Growth Fund’s expenses of $1,500 for the preparation of the Loan Agreement and related documents. We are using the net proceeds from these initial loans for general working capital.
The foregoing descriptions of the Loan Agreement and Confession of Judgment Promissory Notes are qualified in their entirety by reference to the agreements which are filed as Exhibits 10.31 and 10.32, respectively, to this report.
Item 7.01 Regulation FD Disclosure.
On November 13, 2012, IceWEB, Inc. issued a press release announcing the IWEB Growth Fund Loan Agreement as described in Item 1.01 of this report. A copy of this press release is included as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of IceWEB, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 10.31 | Loan Agreement dated November 2, 2012 by and between IceWEB, Inc. and IWEB Growth Fund, LLC |
| 10.32 | Form of Confession of Judgment Promissory Note |
| 99.1 | Press release dated November 13, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IceWEB, Inc. | ||
| Date: November 13, 2012 | By: | /s/ Robert M. Howe, III |
| Robert M. Howe, III, Chief Executive Officer | ||
Exhibit 10.31
Loan Agreement
THIS LOAN AGREEMENT (the “Agreement”), is entered into as of November 2, 2012 between ICEWEB, INC., a Delaware corporation (the “Borrower”) and IWEB GROWTH FUND, LLC, a Virginia limited liability company (the “Lender”).
Borrower and Lender, with the intent to be legally bound, agree as follows:
1. Loan. Lender may make one or more loans, in the total principal amount of $1,500,000.00 (collectively, the "Loan") to Borrower subject to the terms and conditions and in reliance upon the representations and warranties of Borrower set forth in this Agreement. The Loan is or will be evidenced by a promissory note or notes of Borrower and all renewals, extensions, amendments and restatements thereof (if one or more, the "Note" or “Notes”) acceptable to Lender, which shall set forth the interest rate, repayment and other provisions, the terms of which are incorporated into this Agreement by reference.
2. Security. The security for repayment of the Loan shall include but not be limited to the collateral documents heretofore, contemporaneously or hereafter executed and delivered to Lender (the "Security Documents"), which shall secure repayment of the Loan, the Note and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by Borrower to Lender or to any endorsee of Lender, of any kind or nature, present or future (including any interest accruing thereon after maturity), or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, whether or not (i) evidenced by any note, guaranty or other instrument, (ii) arising under any agreement, instrument or document, (iii) for the payment of money, (iv) arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee, (v) under any interest or currency swap, future, option or other interest rate protection or similar agreement, (vi) under or by reason of any foreign currency transaction, forward, option or other similar transaction providing for the purchase of one currency in exchange for the sale of another currency, or in any other manner, or (vii) arising out of overdrafts on deposit or other accounts or out of electronic funds transfers (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of Lender to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of Lender's non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements; and any amendments, extensions, renewals and increases of or to any of the foregoing, and all costs and expenses of Lender incurred in the documentation, negotiation, modification, enforcement, collection and otherwise in connection with any of the foregoing, including reasonable attorneys' fees and expenses (hereinafter referred to collectively as the "Obligations"). A default under any Obligation shall be a default under all Obligations.
This Agreement, the Note, the Security Documents and all other agreements and documents executed and/or delivered pursuant hereto, as each may be amended, modified, extended or renewed from time to time, are collectively referred to as the "Loan Documents." Capitalized terms not defined herein shall have the meanings ascribed to them in the Loan Documents.
3. Representations and Warranties. Borrower hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect until the Obligations are paid in full, and which shall be true and correct except as otherwise set forth on the Addendum attached hereto and incorporated herein by reference (the "Addendum"):
3.1. Existence. Power and Authority. If not a natural person, Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.
3.2. Financial Statements. Borrower’s financial statements can be found on the U.S. Securities and Exchange Commission’s (“SEC”) EDGAR website (as applicable, the "Historical Financial Statements"). The Historical Financial Statements are true, complete and accurate in all material respects and fairly present the financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and the results of Borrower's operations for the period specified therein. The Historical Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied from period to period, subject in the case of interim statements to normal year-end adjustments and to any comments and notes acceptable to Lender in its sole discretion.
3.3. No Material Adverse Change. Since the date of the most recent Financial Statements (as hereinafter defined), Borrower has not suffered any damage, destruction or loss, and no event or condition has occurred or exists, which has resulted or could result in a material adverse change in its business, assets, operations, condition (financial or otherwise) or results of operation.
3.4. Binding Obligations. Borrower has full power and authority to enter into the transactions provided for in this Agreement and has been duly authorized to do so by appropriate action of its Board of Directors as may be required by law, charter, other organizational documents or agreements; and the Loan Documents, when executed and delivered by Borrower, will constitute the legal, valid and binding obligations of Borrower enforceable in accordance with their terms.
3.5. Title to Assets. Borrower has good and marketable title to the assets reflected on the most recent Financial Statements, free and clear of all liens and encumbrances, except for (i) current taxes and assessments not yet due and payable, (ii) assets disposed of by Borrower in the ordinary course of business since the date of the most recent Financial Statements, and (iii) those liens or encumbrances, if any, specified on the Addendum.
3.6. Tax Returns. Borrower has filed all returns and reports that are required to be filed by it in connection with any federal, state or local tax, duty or charge levied, assessed or imposed upon it or its property or withheld by it, including income, unemployment, social security and similar taxes, and all of such taxes have been either paid or adequate reserve or other provision has been made therefor.
3.7. Disclosure. None of the Loan Documents contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary in order to make the statements contained in this Agreement or the Loan Documents not misleading. There is no fact known to Borrower which materially adversely affects or, so far as Borrower can now foresee, might materially adversely affect the business, assets, operations, condition (financial or otherwise) or results of operation of Borrower and which has not otherwise been fully set forth in this Agreement or in the Loan Documents.
4. Affirmative Covenants. Borrower agrees that from the date of execution of this Agreement until all Obligations have been paid in full and any commitments of Lender to Borrower have been terminated, Borrower will:
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4.1. Books and Records. Maintain books and records in accordance with GAAP and give representatives of Lender access thereto at all reasonable times, including permission to examine, copy and make abstracts from any of such books and records and such other information as Lender may from time to time reasonably request, and Borrower will make available to Lender for examination copies of any reports, statements and returns which Borrower may make to or file with any federal, state or local governmental department, bureau or agency.
4.2. Financial Reporting - Borrower. Borrower will deliver or cause to be delivered to Lender a copy of the federal income tax return filed by Borrower, which tax return shall be a true and complete copy of the return filed by Borrower with the Internal Revenue Service, not later than 30 after filing but in no event later than June 30th each year. In addition, Lender may, from time to time, require Borrower to deliver additional financial information.
4.3. Maintenance of Existence, Operation and Assets. Do all things necessary to (i) maintain, renew and keep in full force and effect its organizational existence and all rights, permits and franchises necessary to enable it to continue its business as currently conducted; (ii) continue in operation in substantially the same manner as at present; (iii) keep its properties in good operating condition and repair; and (iv) make all necessary and proper repairs, renewals, replacements, additions and improvements thereto.
4.4. Insurance. Maintain, with financially sound and reputable insurers, insurance with respect to its property and business against such casualties and contingencies, of such types and in such amounts, as is customary for established companies engaged in the same or similar business and similarly situated. In the event of a conflict between the provisions of this Section and the terms of any Security Documents relating to insurance, the provisions in the Security Documents will control.
4.5. Compliance with Laws. Comply with all laws applicable to Borrower and to the operation of its business (including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits or environmental, occupational and health standards and controls).
5. Events of Default. The occurrence of any of the following will be deemed to be an Event of Default:
5.1 Covenant Default. Borrower shall default in the performance of any of the covenants or agreements contained in this Agreement.
5.2 Breach of Warranty. Any Financial Statement, representation, warranty or certificate made or furnished by Borrower to Lender in connection with this Agreement shall be false, incorrect or incomplete when made.
5.3 Other Default. The occurrence of an Event of Default as defined in the Note or any of the Loan Documents.
Upon the occurrence of an Event of Default, Lender will have all rights and remedies specified in the Note and the Loan Documents and all rights and remedies (which are cumulative and not exclusive) available under applicable law or in equity.
6. Subject to Funding. This extension of credit by Lender to Borrower is expressly subject to Lender’s sale and endorsement of the Notes representing the principal amount of the Loan, or portions thereof, to an endorsee(s)/purchaser(s) from time to time. Should Lender be unable to negotiate any one or more of the Notes, this Loan may not be funded in the total principal amount, or it may be funded in lesser amounts, from time to time.
7. Conditions. In addition to the conditions of Paragraph 6 above, Lender's obligation to make any advance under the Loan is subject to the conditions that as of the date of the advance:
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7.1. No Event of Default. No Event of Default or event which with the passage of time, the giving of notice or both would constitute an Event of Default shall have occurred and be continuing;
7.2. Authorization Documents. Lender shall have received certified copies of resolutions of the board of directors of Borrower that executes this Agreement, the Note or any of the other Loan Documents; or other proof of authorization satisfactory to Lender; and
7.3. Receipt of Loan Documents. Lender shall have received the Loan Documents and such other instruments and documents which Lender may reasonably request in connection with the transactions provided for in this Agreement, which may include an opinion of counsel in form and substance satisfactory to Lender for any party executing any of the Loan Documents.
8. Expenses. Borrower agrees to pay Lender, upon the execution of this Agreement, and otherwise on demand, all costs and expenses incurred by Lender in connection with the preparation, negotiation and delivery of this Agreement and the other Loan Documents, and any modifications thereto, and the collection of all of the Obligations, including but not limited to enforcement actions, relating to the Loan, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising out of or relating to this Agreement, including reasonable fees and expenses of counsel, expenses for auditors, appraisers and environmental consultants, lien searches, recording and filing fees and taxes.
9. Increased Costs. On written demand, together with written evidence of the justification therefor, Borrower agrees to pay Lender all direct costs incurred by Lender over and above the expenses provided for under Paragraph 8, although Lender does not contemplate such increased costs shall be incurred.
10. Miscellaneous.
10.1. Notices: All notices, demands, requests, consents, approvals and other communications required or permitted hereunder ("Notices") must be in writing and will be effective upon receipt. Notices may be given in any manner to which the parties may separately agree, including electronic mail. Without limiting the foregoing, first-class mail, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. Regardless of the manner in which provided, Notices may be sent to a party's address as has been provided heretofore.
10.2. Preservation of Rights. No delay or omission on Lender's part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will Lender s action or inaction impair any such right or power. Lender's rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which Lender may have under other agreements, at law or in equity.
10.3. Illegality. If any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, it shall not affect or impair the validity, legality and enforceability of the remaining provisions of this Agreement.
10.4. Changes in Writing. No modification, amendment or waiver of, or consent to any departure by Borrower from, any provision of this Agreement will be effective unless made in a writing signed by the party to be charged, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, Lender may modify this Agreement or any of the other Loan Documents for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that Lender shall send a copy of any such modification to Borrower (which notice may be given by electronic mail). No notice to or demand on Borrower will entitle Borrower to any other or further notice or demand in the same, similar or other circumstance.
10.5. Entire Agreement This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
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10.6. Counterparts. This Agreement may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Agreement by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.
10.7. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of Borrower and Lender and their respective heirs, executors, administrators, successors and assigns; provided however, that Borrower may not assign this Agreement in whole or in part without Lender's prior written consent and Lender at any time may assign this Agreement in whole or in part.
10.8. Interpretation. In this Agreement, unless Lender and Borrower otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Unless otherwise specified in this Agreement, all accounting terms shall be interpreted and all accounting determinations shall be made in accordance with GAAP. If this Agreement is executed by more than one party as Borrower, the obligations of such persons or entities will be joint and several.
10.9. No Consequential Damages, Etc. Lender will not be responsible for any damages, consequential, incidental, special, punitive or otherwise, that may be incurred or alleged by any person or entity, including Borrower and any Guarantor, as a result of this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby, or the use of the proceeds of the Loan.
10.10. Assignments and Participations. At any time, without any notice to Borrower, Lender may sell, assign, transfer, negotiate, grant participations in, or otherwise dispose of all or any part of Lender's interest in the Loan, and in fact will be doing so, as stated in Paragraph 6. Borrower hereby authorizes Lender to provide, without any notice to Borrower, any information concerning Borrower, including information pertaining to Borrower's financial condition, business operations or general creditworthiness, to any person or entity which may succeed to or participate in all or any part of Lender's interest in the Loan.
10.11. Governing Law and Jurisdiction. This Agreement has been delivered to and accepted by Lender and will be deemed to be made in the Commonwealth of Virginia, and shall be interpreted in accordance with the laws of the Commonwealth of Virginia. Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in or serving Loudoun County, Virginia.
10.12 WAIVER OF JURY TRIAL. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER AND THE LENDER ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
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Borrower acknowledges that it has read and understood all the provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.
WITNESS the due execution hereof as a document under seal, as of the date first written above.
| LENDER: | ||
| IWEB GROWTH FUND, LLC | ||
| By: | /s/ My Le Phuong (SEAL) | |
| My Le Phuong, Manager | ||
| BORROWER: | ||
| ICEWEB, INC. | ||
| By: | /s/ Rob Howe (SEAL) | |
| Rob Howe, CEO | ||
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Exhibit 10.32
CONFESSION OF JUDGMENT PROMISSORY NOTE
IMPORTANT NOTICE
THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.
| Sterling, Loudoun County, Virginia | __, 2012 |
$_______________
FOR VALUE RECEIVED, the undersigned, ICEWEB, INC., a Delaware corporation, maker (the “Maker”), promises to pay IWEB GROWTH FUND, LLC, a Virginia limited liability company, payee ("Payee"), or order (Payee or Payee’s order, following endorsement of this Confession of Judgment Promissory Note, shall be referred to as “Holder”), at such place as the Holder hereof may, from time to time, designate in writing, the principal sum of _________________ Dollars ($________) plus simple interest at twelve percent (12%) per annum, shall be payable in full by the close of business, one (1) year from date (the “Maturity Date”).
Maker may prepay the principal amount of this Confession of Judgment Promissory Note at any time, without penalty.
If Maker does not pay the total amount of principal plus all accrued interest due at the Maturity Date, Holder will give Maker not less than ten (10) days written notice that principal plus all accrued interest is past due. If Maker does not pay the principal amount plus all accrued interest (which shall continue to accrue through the date of payment) following the passage of the ten (10) day notice period, Maker will be in default (“Default”). Following Default, Holder may cause judgment to be confessed against Maker, or cause any collateral security to be sold in accordance with the security agreement, or both, in any order, or simultaneously.
Following Default Maker agrees to continue to pay interest at twelve (12%) percent (12%) per annum, plus all expenses incurred by Holder in the collection of this Confession of Judgment Promissory Note, including reasonable attorneys' fees of not more than twenty percent (20%) of the principal and all interest then due under this Confession of Judgment Promissory Note.
With the exception of the ten (10) day written notice above, presentment for payment, notice of dishonor, protest and notice of protest, and any other notice of default under this Confession of Judgment Promissory Note, are hereby expressly waived by Maker.
This Note is made for a business purpose.
This Note shall be governed by the laws of the Commonwealth of Virginia.
TO THE CLERK OF THE CIRCUIT COURT OF LOUDOUN COUNTY, VIRGINIA, Greetings:
Be it known to you that ICEWEB, INC., a Delaware corporation, the Maker is indebted to IWEB GROWTH FUND, LLC, a Virginia limited liability company, Payee, or order, the order of Payee being the Holder, in the principal sum of ____________ Dollars ($_________) plus simple interest at twelve percent (12%) per annum, payable in full by the close of business, one (1) year from date, the Maturity Date.
If Maker does not pay the total amount of principal plus all accrued interest due at the Maturity Date, Holder will give Maker not less than ten (10) days written notice that principal plus all accrued interest is past due. If Maker does not pay the principal amount plus all accrued interest (which shall continue to accrue through the date of payment) following the passage of the ten (10) day notice period, Maker will be in Default. Following Default, Holder may cause judgment to be confessed against Maker, or cause any collateral security to be sold in accordance with the security agreement, or both, in any order, or simultaneously.
Following Default Maker agrees to continue to pay interest at twelve (12%) percent (12%) per annum, plus all expenses incurred by Holder in the collection of this Confession of Judgment Promissory Note, including reasonable attorneys' fees of not more than twenty percent (20%) of the principal and all interest then due under this Confession of Judgment Promissory Note.
The Maker does hereby constitute and appoint WILLIAM GARDNER, ESQUIRE, its true and lawful attorney-in-fact, and with full power and authority hereby given to appear before you in your said office and for him to confess judgment before you therein against Maker ICEWEB, INC., a Delaware corporation and in favor of the Holder of this Confession of Judgment Promissory Note, for the principal sum of _____________ Dollars ($_________) plus simple interest at twelve percent (12%) per annum, together with the cost of confessing and entering of said judgment; and Maker further agrees that said attorney-in-fact may appear before you in your said office and confess judgment for reasonable attorneys' fees of not more than twenty percent (20%) of the principal and all interest then due under this Confession of Judgment Promissory Note.
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WITNESS THE HAND AND SEAL OF THE UNDERSIGNED:
| MAKERS: | |||
| ICEWEB, INC., a Delaware corporation | |||
| By: | _______________________________________(Seal) | ||
| Rob Howe, CEO | |||
COMMONWEALTH OF VIRGINIA
COUNTY OF LOUDOUN, to wit:
The foregoing instrument was acknowledged before me this __ day of November, 2012 by ROB HOWE, CEO of ICEWEB, INC. a Delaware corporation, Maker.
| _______________________________ | |
| Notary Public |
| _______________________________ | |
| Print Name of Notary Public |
My Commission Expires: _____________________
My Registration Number is: ____________________
FOR VALUE RECEIVED, AND WITHOUT RECOURSE ON THE
UNDERSIGNED, PAY TO THE ORDER OF HAROLD E. SOYSTER
IWEB GROWTH FUND
| BY: | ____________________________ | |
| MY LE PHUONG, MANAGER |
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For Immediate Release
IceWEB Board of Directors Establishes $1.5 Million Line of Credit to Support
Company’s Growth and Expansion
Sterling, VA – November 13, 2012 - IceWEB Inc.™ (OTC:IWEB), a leading provider of Unified Data Storage appliances for cloud and virtual environments, today announced that its Board of Directors has provided the Company with a $1.5 million Line of Credit to allow for the continued execution of its new strategic initiatives, which to date, are garnering results. Details will be provided in a Form 8-K to be filed with the Securities & Exchange Commission.
Hal Compton, Chairman of the Board of Directors, said, “The Board feels very positive about the job Rob Howe has done in such a short period of time, and we have taken this action to provide him with the resources he needs to continue to grow and expand the company.”
Rob Howe, CEO added, “Our Board has clearly demonstrated its support for and optimism about the company in providing this $1.5 million line. “It is important for our shareholders to understand that this financing does not trigger any dilution, ratchets or participation rights, and as a result, our shareholders do not experience any negative effects from this financing,” Howe said.
About IceWEB
IceWEB manufactures award-winning, high performance unified data storage appliances with enterprise storage management capabilities at a fraction of the price of traditional providers, while reducing space, power and cooling requirements and simplifying storage management for land-based, virtual and cloud environments. For more information please call 800-465-4637 or visit www.IceWEB.com. To become part of the Company's e-mail list for industry updates and press releases, please send an e-mail to ir@iceweb.com.
This press release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify those so-called "forward looking statements" by words such as "may," "will," "should," "expects," "plans," "targets," "believes," "anticipates," "estimates," "predicts," "potential," or "continue" or the negative of those words and other comparable words. These forward looking statements are subject to risks and uncertainties, product tests, commercialization risks, availability of financing and results of financing efforts that could cause actual results to differ materially from historical results or those anticipated. Further information regarding these and other risks is described from time to time in the Company's filings with the SEC, which are available on its website at: http://www.sec.gov. We assume no obligation to update or alter our forward-looking statements made in this release or in any periodic report filed by us under the Securities Exchange Act of 1934, as amended, or any other document, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.
IceWEB Inc.
Cynthia DeMonte, 571-287-2400 or 917-273-1717
ir@iceweb.com