SUBSCRIPTION AGREEMENT by and between Iceweb, Inc. and UnifiedOnline! LLC April 23, 2014

SUBSCRIPTION AGREEMENT

by and between

Iceweb, Inc.

and

UnifiedOnline! LLC

April 23, 2014

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Closing Index

1.

Subscription Agreement

2.

Certificate of Designations, Preferences and Rights and Limitations of Series AA Preferred Stock

3.

Unanimous Consent of the Board of Corporation Authorizing the Designation and Subscription

4.

Consent of Board of Corporation Authorizing Amendment to Bylaws Changing the Number of Directors

5.

Xxx Xxxxxxx Resignation

6.

Consent of Board of Corporation Authorizing Xxxxxxx Resignation

7.

Xxxxxxx Xxxxxx Resignation

8.

Consent of Board of Corporation Authorizing Xxxxxx Resignation

9.

Xxxx Xxxx Resignation

10.

Consent of Board of Corporation Authorizing Xxxx Resignation

11.

Xx Xxxxxxx Resignation

12.

Xxxx Xxxxxx III Resignation

13.

Xxxx Xxxxxxx Resignation

14.

Consent of Board of Corporation Authorizing Xxxxxxx, Xxxxxx and Xxxxxxx Resignations

15.

Consent of Sole Holder of Series B Convertible Preferred Stock of CorporationAuthorizing Issuance

16.

UCC Assignment for Agility Master Lease Agreement

17.

Reaffirmation of Conveyance

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1147281.5

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of April 23, bb2014  by and between Iceweb, Inc., a Delaware corporation (the “Corporation”), and UnifiedOnline! LLC, a Delaware limited liability company (“Subscriber”).  The Corporation and the Subscriber are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

The Parties hereto agree as follows:

1. Subscription for Series AA Preferred Stock.  Upon the terms of this Agreement, the Subscriber hereby subscribes for Four Hundred Thousand (400,000) shares of Series AA Preferred Stock of the Corporation (the “Shares”).  In consideration for the Shares, the Subscriber hereby agrees to exchange and contribute the consideration described on Exhibit A attached hereto (the “Consideration”).  The Corporation hereby agrees to issue to the Subscriber the Shares.

2. Delivery of Certificates.  Upon the execution of this Agreement by the Parties, the Corporation shall deliver to the Subscriber a certificate representing the Shares subscribed for in accordance with this Agreement.  

3. Subscriber Representations and Warranties.

The Subscriber hereby acknowledges, represents, warrants, and agrees as follows:

(a) The Subscriber is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with all requisite power and authority to own, operate and conduct its business and to carry on its business in general and as presently conducted.  The Subscriber has the requisite power and authority to enter into and perform this Agreement and to subscribe to the Shares.  The execution, delivery and performance by the Subscriber of this Agreement has been duly authorized by all necessary company action, and no further consent or authorization of the Subscriber or its members is required.  The execution, delivery and performance of this Agreement by Subscriber are within its power and authority, will not contravene or constitute a material default under any provision of its organizational documents, and will not result in any material breach of any term, condition or provision of, or constitute a material default under, any note, mortgage, indenture, contract, agreement, judgment or order;   

(b) In making an investment decision investors must rely on their own examination of the Corporation and the offering of the Shares, including the merits and risks involved.  The Subscriber is aware that the Subscriber is required to bear the financial risks of this investment for an indefinite period of time;

(c) The Subscriber is acquiring the Shares for its own account, for investment purposes only, and not with a view to, or in connection with, any resale or other distribution of such Shares.  Notwithstanding the foregoing, the Subscriber does not agree to hold the Shares for any minimum amount of time;

(d)

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The Subscriber has not taken any action which would make the offering of the Shares a public offering in violation of 15 U.S. Code § 77d(a)(2); and

(e) Within five (5) days after receipt of a request from the Corporation, the Subscriber will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Corporation is subject.   

4. Corporation Representations and Warranties.

The Corporation hereby acknowledges, represents, warrants, and agrees as follows:

(a) The Corporation is a corporation duly organized, validly existing and in good standing under the laws of Delaware, with all requisite power and authority to own, operate and conduct its business and to carry on its business in general and as presently conducted.  The Corporation has the requisite power and authority to enter into and perform this Agreement and to issue the Shares.  The execution, delivery and performance by the Corporation of this Agreement has been duly authorized by all necessary corporate action, and no further consent or authorization of the Corporation or its shareholders is required, except for those consents which have been obtained.  The execution, delivery and performance of this Agreement by Corporation are within its power and authority, will not contravene or constitute a material default under any provision of its organizational documents, and will not result in any material breach of any term, condition or provision of, or constitute a material default under, any note, mortgage, indenture, contract, agreement, judgment or order;   

(b) The authorized equity securities of the Corporation consist of those described in the capitalization table set forth on Schedule 4(b) attached hereto.  Except as set forth in Schedule 4(b), there are no outstanding securities or other instruments convertible into or exchangeable for equity interests or other voting securities or other equity or equity equivalents or other similar rights, or options for the same of the Corporation.  Except as set forth in Schedule 4(b), there are no outstanding obligations of the Corporation to repurchase, redeem, or otherwise acquire nor to issue or transfer any equity interests, securities, options, equity, equity equivalents, interests or rights.  None of the outstanding equity securities of the Corporation were issued in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other laws, and all such outstanding securities of the Corporation are validly issued, fully paid and nonassessable.  Upon issuance and delivery of the Shares in accordance with this Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable;

(c) The Corporation is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and has filed all required reports under the Exchange Act;

(d) The issuance of the Shares will comply in all respects with the Securities Act;

(e) The Shares are being issued pursuant to 15 U.S. Code § 77d(a)(2) and the Corporation has not taken any action which would make such offering of Shares a public offering;

(f)

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Except as set forth on Schedule 4(f), there are no material proceedings, actions, claims, suits, administrative hearings, arbitrations, mediations, investigations, and inquiries, whether civil, criminal or otherwise by or before any governmental entity pending or threatened in writing against the Corporation;

(g) Except as set forth on Schedule 4(g), no consent, approval or authorization of, or declaration to or filing with, any governmental authority or third person is required in connection with the execution, delivery and performance by the Corporation of this Agreement;

(h) In connection with the offering of the Shares, none of the information supplied by the Corporation, including, without limitation, all information contained in the filings with any government authority, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light the circumstances under which they are made, not misleading; and   

(i) Except as set forth in Schedule 4(i), the Corporation has no Indebtedness of any nature.  “Indebtedness” shall mean: (i) any indebtedness, including interest and any related fees or charges, for borrowed money; (ii) any obligations evidenced by bonds, debentures, convertible securities, notes or other similar instruments; (iii) any obligations to pay the deferred purchase price of property or services, except liabilities arising in the ordinary course of business; (iv) any obligations as a lessee under capitalized leases; (v) any obligations, contingent or otherwise, under acceptance, letters of credit or similar facilities; (vii) any futures, hedge, swap, collar, put, call, floor, cap, option or other contracts entered into in connection with any of the foregoing, and (viii) any guaranty of any of the foregoing.   

5. Indemnification by Corporation.  The Corporation shall hold harmless, defend, and indemnify Subscriber from and against any and all claims, demands, and causes of action resulting in losses, including attorneys’ fees, suffered or incurred by Subscriber that are related to any breach of any representation or warranty made by the Corporation under this Agreement.

6. Transition.  The Board of Directors of the Corporation and the Corporation will facilitate the orderly transition to any new management all of the books and records of the Corporation, including, without limitation, (a) all logins, passwords, access codes, keycodes, keys, entry devices and the like,  of any kind, for all software, hardware, equipment, memberships, services (such as phone systems, and the like), systems, devices, computers, smart phones, tablets as well as all electronic copies of any and all records of any kind; (b) all physical copies of books, records, papers, of any and all kinds; and (c) all equipment, functional or not, and all physical assets of any kind.

7. Irrevocability; Binding Effect.  The Subscriber hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Subscriber, except as required by applicable law, and that this Agreement shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.

8. Notices.  Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed effectively given:  (a) upon personal delivery

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to the party notified, (b) when sent by confirmed email or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the Parties at their respective address, email or facsimile number set forth in the Corporation’s records, or to such other address as such party shall have furnished in writing in accordance with the provisions of this Section 10.

9. Use of Pronouns.  All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.

10. Confidentiality.  The Subscriber acknowledges and agrees that any information or data the Subscriber has acquired from or about the Corporation, not otherwise properly in the public domain, was received in confidence.  The Subscriber agrees not to divulge, communicate or disclose, except as may be required by law or for the performance of this Agreement, or use, or misuse in any way, any confidential information of the Corporation, including any scientific, technical, trade or business secrets of the Corporation and any scientific, technical, trade or business materials that are treated by the Corporation as confidential or proprietary, including, but not limited to, ideas, discoveries, inventions, developments and improvements belonging to the Corporation and confidential information obtained by or given to the Corporation about or belonging to third parties.

11. Miscellaneous.

(a) This Agreement, including all attachments, schedules and exhibits thereto, constitutes the entire agreement between the Subscriber and the Corporation with respect to the subject matter hereof and supersede all prior oral or written agreements and understandings, if any, relating to the subject matter hereof.  

(b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.

(c) The representations and warranties of the Corporation made in this Agreement shall survive the execution and delivery hereof and delivery of the Shares.

(d) Except for the fees of Corporation’s counsel, which shall be reasonably documented, in an amount not exceeding Ten Thousand Dollars ($10,000) and paid by Subscriber (because the Corporation is impecunious), each of the Parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.

(e) This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

(f)

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1147281.5

Each provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Agreement.

(g) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without application of the conflict of laws principles thereof.

(h) Paragraph and Section titles are for convenience and descriptive purposes only and are not to be considered in construing or interpreting this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

CORPORATION:

ICEWEB, INC.

By: ____________________________________       Xxx Xxxxxxx, Xx., Chief Executive Officer

SUBSCRIBER:

UNIFIEDONLINE! LLC

By: _____________________________________Print Name:

Title: Authorized Signatory

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1147281.5

EXHIBIT A

Consideration

1.

Subscriber will obtain the agreement of the Lessor, under that certain Lease between the Corporation and Agility Lease Fund-III, LLC, to temporarily forebear in the exercise of remedies for non-payment defaults existing as of the date hereof and which are detailed below.  No such waiver shall be deemed to apply to any continued failure to pay amounts due and owing thereunder.

Arrears on Lease to UO IP of NC, LLC	Amount Due	Amount paid
January	$25,000.00	$5,000.00
February	$25,000.00	$5,000.00
March	$25,000.00	$0.00
Sub Total	$75,000.00	$10,000.00
Total	$65,000.00

2.

 Subscriber has caused the following amounts to be paid on behalf of the Corporation or one of its wholly-owned subsidiaries.

Paid on IceWEB's Behalf
Vendor	Amount	Date
Zayo Group	$5,990.08	3/25/2014
Netsolus	$450.00	3/24/2014
TW Telecom	$9,641.04	3/20/2014
Xxxxx 24 Rent	$5,134.69	3/18/2014
Cogent	$4,871.54	3/12/2014
KCPL	$8,245.52	3/11/2014
Sub Total	$34,332.87

3.

Subscriber shall pay to Xxxxxxx Xxxxxxxxxx, on the date the Shares are issued by the Corporation to the Subscriber, an amount equal to $16,753.80 in satisfaction of the Corporation’s contractual health insurance premium payment obligation to Xxxxxxx Xxxxxxxxxx and her family.

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Schedule 4(b)

Capitalization Table

See attached.

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1147281.5

Schedule 4(f)

Material Proceedings

1.

Investigation by Securities and Exchange Commission, Los Angeles office.

2.

Action for damages brought by Nexenta Systems, pending in the Circuit Court of Loudoun County, Virginia:

Nexenta Systems, Inc. vs. Iceweb, Inc., et al., In the Circuit Court of Loudoun County, Virginia, Case No.82545 – Damages of $34,675.55 are sought; case is set for trial. Please note that the Estate of Xxxx Xxxxxxxxxx is also named as a defendant. Iceweb, Inc. agreed to indemnify the Estate of Xxxx Xxxxxxxxxx in connection with this matter and has been defending the Estate of Xxxx Xxxxxxxxxx in this matter at no cost to Xxxxxxx Xxxxxxxxxx, Executrix of the Estate of Xxxx Xxxxxxxxxx and Xxxx Xxxxxxxxxx’x heir.

3.

Judgment held by Xxxxx Xxxxxxx Xxxxxxxxxx being pursued in the Circuit Court of Fairfax County, Virginia:

Xxxxx Xxxxxxx Xxxxxxxxxx Associates, LLC vs. Iceweb, Inc., In the Circuit Court of Fairfax County, Virginia, Case No.  2013-4070 – Judgment awarded $70,000.00, on which the remaining balance is $45,000.00 plus interest and costs

4.

Two judgments held by FedEx being pursued in the General District Court of Fairfax County, Virginia; and the Circuit Court of Fairfax County, Virginia, respectively:

FedEx Customer Information Services, Inc. vs. Iceweb Storage Corporation fka Inline Corporation, In the Circuit Court of Fairfax County, Virginia, Case No. CL2010-7512 – Judgment awarded $16,321.66 plus interest and costs.

FedEx Customer Information Services, Inc. vs. Iceweb, Inc., In the General District Court of Fairfax County, Virginia, Case No. GV10-023543-00 – Judgment awarded $12,900.95 plus interest and costs.

5.

Judgment held by i-Cubed:

i-Cubed information, integration and imagins, LLC aka i-Cubed, information, intergraton and imagins, LLC vs. Iceweb Storage Corporation, in the General District Court of Fairfax County, Case No. GV12-019582-00 – Judgment awarded of $12,920.60, plus interest and costs.

6.

Warrant in Debt Filed by Vintage Filings, a division of PR Newswire:

Vintage Filings, a division of PR Newswire vs. Iceweb, Inc., In the General District Court of Fairfax County, Virginia, Case No. GV14007585-00 – Warrant in Debt seeking money damages of $3,173.00 plus $58.00 in costs, issued April 14, 2014, with a first return date of May 14, 2014.

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Schedule 4(g)

Consents

See attached.

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1147281.5

Schedule 4(i)

Indebtedness

See attached.

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