Exhibit 10.35


 


FIRST AMENDMENT TO SERIES “Q”
WARRANT TO PURCHASE ICEWEB COMMON STOCK


 


This First Amendment to the Series
“Q” Warrant To Purchase Common Stock is executed as of the 10th day of April, 2013. Reference is
made to that certain Series “Q” Warrant To Purchase Common Stock (the “Warrant”) dated November 23, 2011,
issued to:


 


 


		·	Kingsbrook Opportunities Master Fund LP (“Kingsbrook”), a company with its address at 689 Fifth Avenue, 12th Floor,
New York, New York 10022 



 


the “Warrant Holder”,
by IceWEB, Inc., a Delaware corporation with its principal office located at 22900 Shaw Road, Suite 111, Sterling, VA 20166. Any
capitalized terms in this amendment not otherwise defined shall have the meaning ascribed to them in the Warrant document.


 


WHEREAS, IceWEB, Inc. (the “Company”)
entered into a Securities Purchase Agreement (“Purchase Agreement”) with the Warrant Holder on November 23, 2011, pursuant
to which the Company issued the Series “Q” Warrants, as adjusted and reset in June, 2012 exercisable at $0.074 per
share;


 


WHEREAS, the Parties wish to amend
the terms of the Series “Q” such that;


 


		·	The warrants are exercisable at a price of $0.028 per share.



 


		·	Each warrant holder agrees to sell no more than 10% of the daily volume of IceWEB common stock in the market on any given trading
day.



 


		·	All holders of the Series “Q” warrants will have the same terms and conditions as it applies to the exercise of
warrants.



 


		·	No adjustment is made to the number of shares underlying this Warrant, notwithstanding the reduction in the exercise price
of the Warrant.



 


WHEREAS, the Warrant Holders understand
such amendment shall not be considered as the extension of any Warrant Holders rights in the Purchase Agreement other than the
right to exercise the remaining warrant shares under these terms and within the specified time frame;


 


WHEREAS,
the parties have acknowledged that the Form S-1 Registration Statement (No. 333-178954),
covering the shares issuable upon the exercise of the Warrant, was first filed with the Securities and
Exchange Commission of the United States (the “SEC”) on January 10, 2012 and went effective on February 8, 2012.


 


1.         
   This first amendment may be executed in any number of counterparts each of which shall constitute an original but
all of which when taken together shall constitute but one contract.


 


2.        
    The parties agree that this first amendment is only to provide the Warrant Holders the opportunity to exercise
its warrants under the terms specified and it shall not be considered as the extension of any Warrant Holders’ rights in
the Purchase Agreement.


 






    	



    	 



    

 


 


IN WITNESS WHEREOF, Warrant Holders and the Company have
caused their respective signature page to this Amendment to be duly executed as of the date first written above.


 


	 	ICEWEB, INC.
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	Mark B. Lucky
	 	 	Title: 	Chief Financial Officer
	 	 	 	 


  


	 	KINGSBROOK OPPORTUNITIES MASTER FUND LP
	 	 	 	 
	 	By: KINGSBROOK OPPORTUNITIES GP LLC, its general partner
	 	 	 	 
	 	By:	 	 
	 	 	Name:  	Adam J. Chill
	 	 	Title:  	Managing Member


 








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