Attached files
| file | filename |
|---|---|
| 8-K - InterCore, Inc. | v206492_8k.htm |
| EX-10.2 - InterCore, Inc. | v206492_ex10-2.htm |
DEVELOPMENT SERVICES
AGREEMENT
This
Development Services Agreement (“Agreement”) is made this 22nd day of December,
2010, (“Effective Date”) by and between NorthStar Partners Consulting, LLC, a
Connecticut limited liability company (“Company”), and I-Web Media, Inc., a
Delaware corporation dba Heartland Bridge Capital (“I-Web”). Each of
the Company and I-Web shall be referred to herein as a “Party” and collectively
as the “Parties.”
RECITALS
WHEREAS, I-Web wishes to determine the
commercialization options for an innovative new tampon technology (the
“Technology”);
WHEREAS,
the Company has experience and expertise in the developing the consumer value
propositions (concept platforms) and volumetric modeling necessary to assess
commercialization options;
WHEREAS,
I-Web wishes to retain the Company to determine the commercialization options
for the Technology;
NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and I-Web, intending to
be legally bound, hereby agree as follows:
AGREEMENT
1. Services
Scope of
Work. Subject to the terms and conditions of this Agreement,
the Company shall provide to I-Web: (i) the services described in the
Statement of Work (“SOW”), appended to this Agreement as Attachment A
(“Services”); (ii) such programming, consulting, and other services related to
the Services as may be agreed upon by the Parties; and (iii) such deliverable
goods and works (“Deliverables”) as set forth in a Statement of Work, as
appended to this Agreement as Attachment
A.
2. Operations
2.1 Project
Manager. The Company shall appoint a Project Manager with
overall responsibility for Company’s performance under this
Agreement. Subject to and in accordance with the terms and
requirements of this Agreement, the Project Manager shall:
(a) ensure
that the appropriate service level standards are met;
(b) meet
regularly with designated I-Web representatives (which may include independent
consultants) to review the Company’s performance, coordinate the provision of
Services to I-Web, and discuss future I-Web requirements;
(c) ensure
that adequate personnel of the Company are available and are provided the tools,
training, and support necessary to meet appropriate performance
requirements;
(d) supervise
the Company personnel to ensure that the Services are provided in accordance
with this Agreement;
(e) modify,
in consultation with I-Web, the Services; and
(f) serve
as the principal interface between the Company and I-Web with respect to all
issues relating to the Services.
2.2 Service
Changes. In the event that I-Web wishes to request changes in
the Services, including additions, deletions, and rearrangements (“Changes”),
I-Web shall submit such requests to the Company in writing (for the purposes of
this Agreement the terms “writing,” “agreement in writing” or “written
agreement” will include correspondence by electronic mail). The
Company will provide I-Web with good faith estimates of the cost to I-Web for
such Changes and will advise as to the most cost-effective and efficient means
of implementing such requested Changes. The Company is responsible
for implementing Change requests and I-Web shall pay the appropriate charges, if
any, in accordance with the agreement of the Parties as confirmed in a written
amendment to this Agreement.
2.3 Mutual
Cooperation. Both I-Web and the Company agree to provide all
cooperation reasonably necessary to effectuate the purposes of this Agreement in
a timely and efficient manner.
3. Fees/Payments
3.1 Service
Fees. The
fees for the Services shall be as follows
(a) $7,000
in cash paid within seven (7) days of the Effective Date; and
(b) a
Warrant to purchase 25,000 shares of I-Web’s common stock, restricted in
accordance with Rule 144, with an exercise price of Four Dollars ($4) per share
(and the other rights and preferences as set forth in the form of Warrant
attached hereto as Attachment C), which
shall vest in accordance with the thresholds set forth in the Fee Schedule,
attached hereto as Attachment
B.
In
addition to the fees set forth above and on Attachment B, I-Web
shall reimburse the Company for actual expenses at cost, including travel,
reasonably incurred by the Company in response to requests for services and
other mutually agreed reimbursable costs.
3.2. Additional
Systems or Services. In the event that I-Web requests the
Company to perform additional services, or requests an expansion in the scope of
Services, the Company shall submit a proposal in writing to I-Web, specifying
the scope of the proposed work and the fees to be charged. Upon
I-Web’s written agreement to the work specifications and charges, the Company
shall perform the work as directed, all other terms and conditions of this
Agreement to apply.
4. Updates
and Taxes
4.1 Weekly
Updates. The Company will provide I-Web with weekly updates
regarding the Services and the Company’s progress.
4.2 Taxes. All
applicable federal, state, and/or local taxes for the fees paid under this
Agreement will be the responsibility of the Company. The Company
agrees to pay and remit all such applicable taxes to the respective taxing
authorities.
5. Term and
Renewal. The term of this Agreement shall be for a period of
one year, commencing on the Effective Date and expiring one year
later. This Agreement shall not be renewed or extended unless the
Parties agree in writing.
6. Termination
6.1 This
Agreement may be terminated prior to completion by: (a) the written agreement of
both Parties; (b) by either Party in the event that other Party shall be in
default of its material obligations under this Agreement and shall fail to
remedy such default within fifteen (15) days after receipt of written notice
thereof, in which case, this Agreement shall terminate upon expiration of the
fifteen (15) day period; (c) immediately, by either Party if the other Party
ceases to do business or is dissolved or becomes bankrupt or insolvent or makes
any assignment for the benefit of its creditors or if a receiver is appointed to
direct its business; or (d) by I-Web at any time for its convenience upon
fifteen (15) days prior written notice, in which case, I-Web’s sole liability
shall be to pay the Company for services actually rendered and reasonable
expenses incurred as of the effective date of termination. All remedies
shall be cumulative.
6.2 In
the event of termination of this Agreement for any reason whatsoever, the
Company shall deliver to I-Web all information and/or materials gathered by the
Company through the provision of its development services under this
Agreement to the point of termination.
7. Warranties
and Representations of the Company
The
Company represents and warranties the following:
7.1 Corporate Good
Standing. The Company is a limited liability company, duly
organized, validly existing, and in good standing under the laws of Connecticut,
and has all requisite corporate power and authority to carry on its business as
now conducted by it and to own and operate its assets as now owned and operated
by it.
7.2 Authority;
Enforceability.
(a) The
Company has the right, power, and authority to execute and deliver this
Agreement, and to perform its obligations hereunder. This Agreement
constitutes (or will, when executed and delivered as contemplated herein,
constitute) the legally binding obligations of the Company, enforceable in
accordance with their respective terms.
(b) The
execution, delivery, and performance of this Agreement by the Company, and the
consummation of the transactions contemplated hereby, do not and will not: (i)
require the consent, waiver, approval, license, or other authorization of any
person, except as provided for herein; (ii) violate any of provision of
applicable law; (iii) contravene, conflict with, or result in a violation of any
provision of the Company’s organizational documents; (iv) conflict with, require
a consent or waiver under, result in the termination of any provisions of,
constitute a default under, accelerate any obligations arising under, trigger
any payment under, result in the creation of any lien pursuant to, or otherwise
adversely affect, any contract to which the Company is a party or by which any
of its assets are bound, in each such case whether with or without the giving of
notice, the passage of time, or both.
(c) All
requisite corporate action has been taken by the Company to authorize and
approve the execution and delivery of this Agreement, the performance by the
Company of its obligations hereunder, and of all other acts necessary or
appropriate for the consummation of the transactions contemplated by this
Agreement.
7.3 Professional
Services. The Services to be performed by the Company
hereunder shall be performed in a timely and professional manner by qualified
personnel familiar with the Services. All Services and Deliverables shall
meet or exceed industry standards for such Services and
Deliverables.
7.4 The
performance by the Company of its obligations hereunder shall at all times be in
compliance with all applicable laws, rules, and regulations.
7.5 The
Company is authorized to enter into and perform this Agreement.
7.6 The
Company represents that it: (i) is acquiring the Warrant solely for its own
account and beneficial interest for investment and not for sale or with a view
to distribution of the Warrant or any part thereof; (ii) has no present
intention of selling (in connection with a distribution or otherwise), granting
any participation in, or otherwise distributing the same; and (iii) does not
presently have reason to anticipate a change in such intention.
7.7 The
investment in the Warrant involves a high degree of risk, and represents that it
is able, without materially impairing its financial condition, to hold the
Warrant for an indefinite period of time and to suffer a complete loss of its
investment.
7.8 The
Company further acknowledges that the Warrant is a restricted security under
Rule 144 of the Act (as defined below), and, therefore, when issued by I-Web to
the Company will contain a restrictive legend substantially similar to the
following:
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED.
Without
in any way limiting the representations set forth above, the Company further
agrees not to make any disposition of all or any portion of the Warrant unless
and until:
(i) There
is then in effect a Registration Statement under the Act covering such proposed
disposition and such disposition is made in accordance with such Registration
Statement; or
(ii) The
Company shall have notified I-Web of the proposed disposition and shall have
furnished I-Web with a detailed statement of the circumstances surrounding the
proposed disposition, and if reasonably requested by I-Web, the Company shall
have furnished I-Web with an opinion of counsel, reasonably satisfactory to
I-Web, that such disposition will not require registration under the Act or any
applicable state securities laws.
Notwithstanding
the provisions of subparagraphs (i) and (ii) above, no such registration
statement or opinion of counsel shall be necessary for a transfer by the Company
to a partner (or retired partner) of the Company, or transfers by gift, will, or
intestate succession to any spouse or lineal descendants or ancestors, if all
transferees agree in writing to be subject to the terms hereof (including the
Registration Rights Agreement) to the same extent as if they were the Company
hereunder.
8. Representation
and Warranties of I-Web
I-Web represents and warranties the
following:
8.1 Corporate Good
Standing. I-Web is a corporation, duly organized, validly
existing, and in good standing under the laws of Delaware, and has all requisite
corporate power and authority to carry on its business as now conducted by it
and to own and operate its assets as now owned and operated by it.
8.2 Authority;
Enforceability.
(a) I-Web
has the right, power, and authority to execute and deliver this Agreement, and
to perform its obligations hereunder. This Agreement constitutes (or
will, when executed and delivered as contemplated herein, constitute) the
legally binding obligations of I-Web, enforceable in accordance with their
respective terms.
(b) The
execution, delivery, and performance of this Agreement by I-Web, and the
consummation of the transactions contemplated hereby, do not and will not: (i)
require the consent, waiver, approval, license, or other authorization of any
person, except as provided for herein; (ii) violate any of provision of
applicable law; (iii) contravene, conflict with, or result in a violation of any
provision of I-Web’s organizational documents; (iv) conflict with, require a
consent or waiver under, result in the termination of any provisions of,
constitute a default under, accelerate any obligations arising under, trigger
any payment under, result in the creation of any lien pursuant to, or otherwise
adversely affect, any contract to which I-Web is a party or by which any of its
assets are bound, in each such case whether with or without the giving of
notice, the passage of time, or both.
(c) All
requisite corporate action has been taken by I-Web to authorize and approve the
execution and delivery of this Agreement, the performance by I-Web of its
obligations hereunder, and of all other acts necessary or appropriate for the
consummation of the transactions contemplated by this Agreement.
8.3 I-Web
is the owner of the Technology and as such has the authority to authorize the
Company to perform the Services.
9. Confidential
Information
9.1 The
Company shall keep in strictest confidence and shall not, without the prior
written consent of I-Web, disclose to any third party, or use for any purpose
other than in the performance of this Agreement, any information regarding the
business affairs of I-Web or I-Web’s clients that the Company may acquire or
develop in connection with its performance of this
Agreement. Notwithstanding the foregoing, the Company shall have no
obligation of confidentiality with respect to information which: (a) is or
becomes public domain, through no fault of the Company; (b) The Company can
establish was in its possession at the time of disclosure hereunder; or (c) was
lawfully received from a third party that had a right to disclose such
information. Upon demand or termination of this Agreement, for any
reason whatsoever, the Company shall deliver to I-Web all materials related to
I-Web or I-Web’s clients in the Company’s possession.
9.2 The
Company acknowledges that unauthorized disclosure or use of any I-Web
confidential material may result in irreparable harm to I-Web and the Company
agrees that I-Web may, in addition to any other remedies available to it, seek
and obtain injunctive relief against the breach or threatened breach of the
Company’s confidentiality obligations hereunder.
10. Ownership
10.1 I-Web
shall exclusively own and have all right, title and interest (including but not
limited to, all copyrights, patents, trademarks, and trade secrets) in and to
all information related to I-Web and the Technology derived from the performance
of the Services, related documentation, and any other Deliverables prepared in
the performance of this Agreement and any inventions conceived or created by
Company in the performance of this Agreement (the “Results”). The
Company agrees not to disclose or reproduce the Results, except as may be
expressly agreed by I-Web in writing. The Company agrees to execute
such documents as may be necessary to vest sole ownership of the Results in
I-Web.
10.2 To
the extent that the Deliverables contain the pre-existing intellectual property
of Company or a third party, the Company hereby warrants that it owns or has
legal rights to such intellectual property with full right to license same to
I-Web, and hereby grants to I-Web and its affiliates a paid-up non-exclusive,
worldwide license to use with rights to sublicense and display such intellectual
property in connection with the use of the Results created by the Services and
the Deliverables.
11. Assignment. The Company may not
delegate its duties, assign, or otherwise transfer its rights or obligations
under this Agreement, in whole or in part, without the prior written consent of
I-Web. Any attempted assignment without I-Web’s prior written consent
shall be void.
12. Insurance
Requirements. The Company will provide
appropriate insurance coverage for the performance of the Services.
13. Applicable Law. This Agreement
shall be governed by and interpreted in accordance with the laws of the
State of Texas without effect of the conflicts of law rules. The
Company and I-Web hereby consent to the exclusive jurisdiction in the state and
federal courts sitting in and for the County of Fort Bend, State of
Texas.
14. Independent
Contractor. In performing this Agreement, the Company and
I-Web shall operate as and have the status of independent contractors and
neither shall act as an agent or employee of the other. Neither Party
shall have any power or authority to bind or obligate the other Party in any
manner to any third party.
15. Notices. Any
notice, request, demand, or other communication given pursuant to the terms of
this Agreement shall be deemed given upon delivery, and may only be delivered or
sent via hand delivery, facsimile, electronic mail (with confirmation of
receipt), or by overnight courier, correctly addressed to the addresses of the
parties indicated below or at such other address as such Party shall in writing
have advised the other Party.
|
If
to I-Web:
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James
F. Groelinger
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Chief
Executive Officer
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|
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I-Web
Media, Inc.
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1
International Boulevard, Suite 400
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Mahwah,
NJ 07495
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E-mail:
jgroelinger@hbcapital.com
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Fax: (518)
252-3917
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With
a copy to:
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Craig
V. Butler, Esq.
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The
Lebrecht Group, APLC
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|
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9900
Research Drive
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Irvine,
CA 92628
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|
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Facsimile:
(949) 635-1244
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E-mail: cbutler@thelebrechtgroup.com
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If
to the Company:
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NorthStar
Partners Consulting, LLC
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10
Saugatuck Avenue
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Westport,
CT 06880
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|
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Attn.: John
Linderman
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Fax: (203)
226-9029
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E-mail: jlinderman@northstarpartnersinc.com
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16. Severability. If any provision
of this Agreement shall be held illegal, unenforceable, or in conflict with any
law, the validity of the remaining portions or provisions hereof shall not be
affected thereby, and the offending provision shall be given effect to the
greatest extent allowed by law.
17. Waiver. The failure
of either party to exercise any right provided for herein or to enforce any
breach of this Agreement shall not be deemed to be a waiver of any right
hereunder or a waiver of any rights that arise from a subsequent breach of this
Agreement.
18. Entire
Agreement. The
Parties agree that this
Agreement, including any referenced exhibits and attachments, is the entire,
complete, and exclusive statement of agreement
and supersedes all proposals, understandings, representations, conditions,
warranties, covenants, and all other communications between the
Parties, oral or written,
relating to the subject matter hereof. This Agreement may only be amended
or modified pursuant to a written instrument signed by a duly authorized
representative of each Party. This Agreement may be executed in
multiple counterparts, and by electronic means, each counterpart constituting an
original.
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“Company”
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“I-Web”
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||||
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NorthStar
Partners Consulting, LLC
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I-Web
Media, Inc.,
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||||
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a
Connecticut limited liability company
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a
Delaware corporation
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||||
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/s/ John Linderman
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/s/ James F. Groelinger
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||||
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By:
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John
Linderman
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By:
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James
F. Groelinger
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||
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Its:
|
Managing
Director
|
Its:
|
Chief
Executive Officer
|
||
ATTACHMENT
A
STATEMENT
OF WORK
|
I-Web
Media, Inc. dba
Heartland
Bridge Capital
|
|
|
|
Concept
Validation
Statement
of Work
December
22, 2010
|
Contents
The
Statement of Work consists of the following sections:
|
I.
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Background
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|
II.
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Project Objectives
|
|
III.
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Recommended Overall
Solution/Approach
|
|
IV.
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Recommended
Approach/Deliverables
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|
V.
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Timing
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|
VI.
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Staffing
|
I.
Background
This
Statement of Work is being issued in conjunction with that certain Development
Services Agreement by and between I-Web Media, Inc., dba Heartland Bridge
Capital (the “Company”) and NorthStar Partners Consulting, Inc.
(“NSP”). The Company’s management is considering the
commercialization options for an innovative new tampon technology targeted to
menstruating women between the ages of 15 and 49. Initial patent filings on the
new technology have been processed and early product prototype design has been
completed. This technology represents an innovative, new tampon product
application for target consumers that has the potential to deliver several
important and contemporary advantages relative to the current competitive
product offerings.
The
Company is now poised to move into an early commercialization phase for this new
technology. The primary models involve alternate business development options
with leading consumer packaged goods companies (CPG) that currently (or
potentially) compete within the feminine protection category. While
it is premature to assume that the final commercialization path will involve a
license or sale of the Company technology, it is viewed currently as the most
favorable scenario based on the significant marketing and logistical hurdles
required to launch new technology and effectively compete within this product
category.
A core
requirement to assess the commercial viability of this new technology involves
soliciting consumer purchase and usage reaction to the proposition. Based on
favorable consumer interest, the research will enable for development of
volumetric scenarios that build from core assumptions on trial, repeat and
price/value. Assuming the volumetric modeling defines a business potential that
meets the target CPG business development hurdle rates, the Company is
interested in engaging potential CPG target companies in relationship and
business development discussions.
NorthStar
Capabilities:
NSP is
ideally positioned to assist the Company in developing the required consumer
value proposition (concept platforms) and volumetric modeling to assess
commercial option potential. NSP consultants have extensive experience in new
product innovation (specifically within the feminine protection category),
business modeling and business development. NSP has worked successfully with
several start-up companies seeking to bring new technologies to the retail and
healthcare professional channels via strategic partnerships with large CPG
companies. Notably, our prior experience in helping find a successful
commercialization partner for the Myself® product provides us a solid
relationship platform to expand the new technology opportunity. In summary, we
have significant direct category and consumer insights experience combined with
contemporary access to the leading CPG companies that are most likely to be
interested in the technology to ensure a rapid product feasibility
assessment.
Project
Scope:
To
initially engage in this business opportunity, the Company requires an
assessment of the market opportunity (based on consumer concept exposure) and
competitive landscape. NSP will combine information from a market and
competitive assessment with pro forma business modeling based on an initial set
of business assumptions and operating strategies developed jointly with the
Company management team.
After the
concept validation and pro forma modeling has been completed NSP will proceed to
establish a comprehensive business development strategy including the
representation of the technology with mutually agreed CPG target companies. This
second phase of activity will span the entire early stream business
representation responsibilities (e.g. preliminary interest solicitation, process
approval facilitation, financial milestone agreements and final business
development agreement negotiation).
The
commercialization plans and volumetric modeling will be based on detailed
assessment of available market information and customized consumer
research:
|
|
·
|
Consumer
insight development to be used for developing concept
platforms. (This activity may require access to syndicated
databases [IRI or AC Nielsen] or other relevant category/consumer
syndicated research.);
|
|
|
·
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Brand
positioning development to optimize the product positioning in the context
of the competitive market as well as define important product features and
offerings;
|
|
|
·
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Retail
pricing relative to competitive
offerings.
|
This
proposal identifies the approach and consulting costs associated with concept
potential for the new technology.
II. Project
Objectives
Overall
|
n
|
To
validate the potential consumer sales and market share potential of the
new feminine protection technology.
|
Specific
|
n
|
To
develop a range of concept platforms (anticipate two distinct platforms)
that can be used in consumer research to quantify the volumetric
potential.
|
|
n
|
To
design, field and report results from a quantitative consumer research
study using nationally recognized standards for research protocol that are
consistent with leading CPG company
standards.
|
|
n
|
To
define the volumetric potential for the winning concept platform(s)
utilizing proven business forecasting techniques that leverage the
consumer research insights.
|
|
n
|
To
develop an initial commercialization plan of target companies and
potential value proposition alignment scenarios customized to each target
company.
|
III. Recommended
Overall Solution/Approach
NSP’s
recommended approach consists of three stages: Stage 1 focuses on
development of alternate concept platforms; Stage 2 executes the consumer
research to validate business potential; Stage 3 provides the early
commercialization plan to begin target CPG company interest
solicitation.
IV.
Recommended Approach/Deliverables
What
follows is a summary of the recommended process steps and deliverables within
each project stage.
Stage
1: Concept Development
NSP will
review any existing knowledge estate provided by the Company related to
understanding the current and future evolution of the product technology. This
foundation will be complimented by review of consumer and retail category
insights that can guide development of alternate concept development platforms.
NSP will leverage these insights into compelling concept platforms that provide
a relevant description of the product proposition and key benefits for the end
use consumer.
Stage
2: Research
Implementation
Stage 2
provides for quantitative consumer testing of alternate concept platforms to
assess overall business potential. Research is designed to provide nationally
representative consumer feedback to each concept platform. Feedback
will include overall purchase interest, likes and dislikes, key points of
concept take-away, overall product value, and level of differentiation.
Additionally research will be conducted with a predefined range of CPG brand
names to assess the optimal brand fit.
This
research will be executed by a nationally recognized research provider
(FamilyTime) under the direct management of NSP. FamilyTime has conducted over
1000 consumer concept test over the past 5 years working with Fortune 50 CPG
companies to small start-up operations.
The basic
research specifications define a minimum sample size of 300 consumers for each
concept. Consumers will only be exposed to a single concept. Screening and
qualification of research participants will be performed to ensure a balanced
geographic and demographic sample. Qualified participants will be screened to
represent core feminine protection needs (women 18-49; with an over quota of
women 25-35) Respondents will represent all forms of feminine protection
products with an over quota on tampon consumers.
Qualified
respondents will be invited to take the survey by email with the concept test
delivered via an interactive (web based) survey. NSP will work directly with the
research provider to ensure compliance to standards and development of the
questionnaire.
STAGE
3: Commercialization Plan
Stage 3
will provide management with a detailed assessment of volume potential for the
winning concept platform(s). NSP will integrate research results into a proven
business model to quantify sales potential.
Based on
management agreement to business potential and assuming predefined hurdle rates
area achieved, NSP will develop an initial commercialization plan. This plan
will identify a prioritized list of target CPG companies along with an initial
articulation of the value proposition alignment, supported by the consumer
research insights.
At the
conclusion of this initial engagement the Company will be in a position to
prioritize business development initiatives and investments required to bring
the technology to market. With this important hurdle completed, NSP will
immediately transition efforts to building relationships with target companies
and engage in the initial solicitation processes. It is understood consulting
fees and business costs associated with these NSP activities will be defined
under separate cover.
V. Timing
Assuming
project approval by December 27, 2010, the preliminary milestone dates are as
follows:
|
Activity
|
Milestone Date
|
|
|
Project
Kick-Off/Orientation (via conference call)
|
w/o
December 27, 2010
|
|
|
Research
design and plan
|
w/o
January 3, 2011
|
|
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Research
implementation (field complete)
|
w/o
January 24, 2011
|
|
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Data
tabulation, Report generation, Business modeling
|
w/o
January 31, 2011
|
|
|
Research
report presentation
|
w/o
February 7, 2011
|
|
|
Commercialization
plan finalization
|
w/o
February 14, 2011
|
VI. Staffing
Staffing
for this initiative includes:
|
NorthStar Associate
|
Title
|
|
|
Jamie
Barickman
|
Managing
Director
|
|
|
John
Linderman
|
Managing
Director, Project Lead
|
|
|
Susan
O’ Donnell
|
Project
Administration
|
ATTACHMENT
B
FEE
SCHEDULE
Assuming
project approval by December 27, 2010, the preliminary milestone dates and
applicable fees are as follows:
|
Activity Benchmark
|
Milestone Date
|
Warrant Vesting (1)
|
||||
|
Project
Kick-Off/Orientation (via conference call)
|
w/o
December 27, 2010
|
50 | % | |||
|
Research
design and plan
|
w/o
January 3, 2011
|
0 | % | |||
|
Research
implementation (field complete)
|
w/o
January 24, 2011
|
0 | % | |||
|
Data
tabulation, Report generation, Business modeling
|
w/o
January 31, 2011
|
0 | % | |||
|
Research
report presentation
|
w/o
February 7, 2011
|
0 | % | |||
|
Commercialization
plan finalization
|
w/o
February 14, 2011
|
50 | % | |||
(1) Pursuant
to Section 3, the Warrants will vest 50% up front and 50% upon completion of the
commercialization plan finalization.
When
completed the Commercialization Plan will provide I-Web’s management with a
detailed assessment of volume potential for the winning concept
platform(s). The Company will integrate research results into a
proven business model to quantify sales potential.
Based on I-Web’s agreement to business
potential and assuming predefined hurdle rates area achieved, the Company will
develop an initial commercialization plan. This plan will identify a prioritized
list of target CPG companies along with an initial articulation of the value
proposition alignment, supported by consumer research insights.
At the conclusion of this initial
engagement I-Web will be in a position to prioritize business development
initiatives and investments required to bring the technology to
market. With this important hurdle completed, the Company will
immediately transition efforts to building relationships with target companies
and engage in the initial solicitation processes.
ATTACHMENT
C
FORM
OF WARRANT