Unassociated Document


     

    Exhibit
4.15

    


    Jesup
& Lamont Agreement

     

    


     EXCLUSIVE
FINDER'S AGREEMENT

    


    This
Exclusive Finder's Agreement (this "Agreement") is made as of May 18, 2010,
between IceWeb, Inc., a Delaware Corporation (the "Company"), and Jesup &
Lamont Securities Corp., a New York Corporation (the "Exclusive Finder"). The
Exclusive Finder and the Company agree:

    


    
      	
               
      

            	
              1.

            	
              Engagement
      of Exclusive Finder:  The Company hereby engages the
      Exclusive Finder, and the Exclusive Finder hereby accepts such engagement,
      to act as the Company's Exclusive Finder with respect to sales by the
      Company in a private placement transaction (the “Offering”) of up to $5
      million aggregate principal amount of Equity, Equity-Related or Debt
      Securities (the “Securities”) of the Company to the investors during the
      term of this Agreement as set forth in Section
  5.

            


    

    


    
      	
               
      

            	
              2.

            	
              Offering
      Procedures:  The Exclusive Finder will introduce the
      Company to investors who the Exclusive Finder reasonably believes to be
      "accredited investors," as that term is defined in Rule 501 of Regulation
      D promulgated under the Securities Act of 1933, as amended (the “1933 Act”),
      with whom the Exclusive Finder has a pre-existing substantive relationship
      (the “Offerees”).

            


    

    


    
      	
               
      

            	
              3.

            	
              Exclusive
      Finder's Compensation:  In consideration for the services
      rendered by the Exclusive Finder hereunder, the Company shall pay to the
      Exclusive Finder, or cause the Exclusive Finder to be paid, compensation
      as provided in this section within 3 days of the Company's receipt of
      funds from the Offerees.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Cash Compensation: The
      Company shall pay to the Exclusive Finder cash compensation equal to seven
      percent (7%) of the gross Offering funds received in the Offering,
      including any monies the Company has or will raise. Jesup shall receive at
      the time of close a one percent (1%) non- accountable fee on all money
      raised in the transaction.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Warrants:  The
      Exclusive Finder shall receive 70,000 warrants per million dollars raised
      or 7% of shares issued whichever is greater. The warrant’s strike
      shall equal the strike, expiration and registration rights of any
      warrants sold to Offerees in the Offering, and if the Offering does
      not provide for the issuance of warrants, then the warrants issued to
      the Exclusive Finder shall have a strike price equal to the Offering
      price of any Equity or Equity-Related Securities sold, have a
      five-year term and cashless exercise after one year if the underlying
      shares are not then registered. The warrant shares shall have
      “piggyback” registration rights in any Private Offering, and will be
      backed by registered shares for any Registration Offering. Jesup
      & Lamont Sec. Corp. will also be entitled to compensation set forth in
      Section 3(a) resulting from any cash generated by the Company from the
      exercise of any warrants issued to investors introduced to the Company by
      the Exclusive Finder who participated in the
  Offering.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              If,
      at any time prior to one year following the end of the Offering (the
      “Term”) the Company directly or indirectly sells, in a private
      transaction, any type of security to an investor with whom negotiations
      were initiated by the Exclusive Finder during the Term, the Company shall
      pay the Exclusive Finder the compensation to which it would be entitled
      under paragraph 3 if the transaction had occurred during the
      Term.

            


    

    


    
      	
               
      

            	
              4.

            	
              For
      purposes of determining the Exclusive Finder’s compensation under this
      Section 3, the gross offering funds received in the Offering(s) shall
      include any amounts paid to the Company by investors in respect to an
      exercise or conversion of any of the Securities or Warrants, including the
      value allocated to any securities not issued pursuant to a “cashless
      exercise” or similar provision, whenever actually received by the
      Company.

            


    

    


    
      	
               
      

            	
              5.

            	
              Company
      will be obligated to file a Registration Statement for this transaction
      for this transaction within 45 days of the close, and use the best efforts
      to get it effective in 90 days.

            


    

    


     Certain
Matters Relating to Exclusive Finder’s Duties:

    


    
      	
               
      

            	
              (a)

            	
              The
      Exclusive Finder’s responsibilities shall be limited to introducing
      potential investors to the Company, and the Exclusive Finder shall not
      have authority to offer or sell the Securities to any potential investor.
      Exclusive Finder shall not use any general solicitation or general
      advertising within the meaning of the applicable securities laws in
      connection with any offering.  The Exclusive Finder shall have
      no responsibility to participate or assist in any negotiations between any
      potential investor and the Company. The Exclusive Finder will have no
      responsibility to act, and the parties contemplate that the Exclusive
      Finder will not act, as a broker or dealer with respect to the offer or
      sale of the Securities. Further, the Exclusive Finder shall have no
      responsibility for fulfilling any SEC reporting or filing requirements as
      relates to the Company provided however, Exclusive Finder agrees to
      provide Company with reasonable assistance related to any registration,
      qualification or other requirements of applicable securities laws and
      other regulatory matters, upon request of the
  Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Exclusive Finder agrees to introduce the Company to Offerees only in
      states in which the Exclusive Finder has been advised by the Company that
      offers and sales of Securities can be legally made by the
      Company.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Exclusive Finder shall perform its duties under this Agreement in a manner
      consistent with the instructions of the Company. Such performance shall
      include, but not be limited to, the delivery to each Offeree a current
      copy of the Private Placement Memorandum, Subscription Agreement and any
      Offering Questionnaire and/or similar documents provided to the Exclusive
      Finder by the Company, as such documents may be amended from time to time
      by the Company and delivered to the Exclusive Finder. The Exclusive Finder
      shall consecutively number each copy of the Private Placement Memorandum
      (which will include the first letter of the Exclusive Finder’s name or
      other identifying mark sufficient to designate an Offeree introduced by
      the Exclusive Finder); keep a log of when and to whom each copy of the
      Private Placement Memorandum is given, with the Private Placement
      Memorandum numbers; maintain a copy of any written information the
      Exclusive Finder obtains regarding the suitability of each Offeree; and
      only use the Private Placement Memorandum in introducing Offerees to the
      Company. The Exclusive Finder shall provide this log and all such written
      information to the Company at any time and promptly upon request of the
      Company at the termination of this Agreement. The Company shall, promptly
      following execution of this Agreement, provide the Exclusive Finder with a
      written list of prospective Offerees that the Company does not want the
      Exclusive Finder to contact. The Exclusive Finder agrees to not contact
      the persons on such list, and the Exclusive Finder shall not be entitled
      to the compensation set forth in Section 3 with respect to any investment
      made by such person in the Company’s
Securities.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (d)

            	
              The
      Exclusive Finder is and will hereafter act as an independent contractor
      and not as an employee of the Company and nothing in this Agreement shall
      be interpreted or construed to create any employment, partnership, joint
      venture, or other relationship between the Exclusive Finder and the
      Company. The Exclusive Finder will not hold itself out as having, and will
      not state to any person that the Exclusive Finder has, any relationship
      with the Company other than as an independent contractor. The Exclusive
      Finder shall have no right or power to find or create any liability or
      obligation for or in the name of the Company or to sign any documents on
      behalf of the Company.

            


    

    


    
      	
               
      

            	
              6.

            	
              Right
      of First Refusal.  In consideration for the Finder acting
      as the finder in connection with the proposed offering, the Company hereby
      grants the Finder a right of first refusal to serve as the Company’s
      financial advisor and investment banker in connection with any financial
      transaction for a period of 1 year from the closing of the
      transaction.  In the event the company advises the Finder that
      it desires to effect any financial transaction, the Company and the Finder
      will negotiate in good faith the terms of the Finder’s engagement in a
      separate agreement which would set forth, among other matters,
      compensation for the Finder based upon customary fees for the services
      provided.

            


    

    


    
      	
               
      

            	
              7.

            	
              Termination
      of Agreement. Either party may terminate this Agreement by
      notifying the other party in writing upon a material breach by that other
      party, unless such breach is curable and is in fact cured within 15 days
      after such notice.  This Agreement will otherwise terminate upon
      completion or termination of the Offering. Notwithstanding the foregoing,
      the Company or Finder may terminate this Agreement following ninety (90)
      days after the date hereof upon written notice.  Notwithstanding
      the foregoing, all provisions of this Agreement other than section 1, 2
      and 3 shall survive the termination of this Agreement with respect to
      Offerees who the Exclusive Finder introduces to the Company prior to any
      termination with respect to the Offering. The Exclusive Finder shall be
      entitled to compensation under section 3 based on investments made by such
      Offerees prior to the termination of this Agreement or at any time within
      one year thereafter.

            


    

    


    
      	
               
      

            	
              8.

            	
              Indemnification.
      The Company and the Exclusive Finder each shall indemnify and defend the
      other and the other’s affiliates, directors, officers, employees, agents,
      consultants, attorneys, accountants and other representatives (each an
      “Indemnified
      Person”) and shall hold each Indemnified Person harmless, to the
      fullest extent permitted by law, from and against any and all claims,
      liabilities, losses, damages and expenses (including reasonable attorney’s
      fees and costs), as they are incurred, in connection with the Offering,
      resulting from the indemnifying party’s negligence, bad faith or willful
      misconduct in connection with the Offering, any material violation by the
      indemnifying party (not caused by an Indemnified Person) of Federal or
      state securities laws in connection with the Offering, or any breach by
      the indemnifying party of this Agreement. In case any litigation or
      proceeding shall be brought against any Indemnified Person under this
      section, the indemnifying party shall be entitled to assume the defense of
      such litigation or proceeding with counsel of the indemnifying party’s
      choice at its expense (in which case the indemnifying party shall not be
      responsible for the fees and expenses of any separate counsel retained by
      such Indemnified Person, except in the limited circumstances described
      below in this section); provided, however, that such counsel shall be
      reasonably satisfactory to the Indemnified Person. Notwithstanding the
      indemnifying party’s election to assume the defense of such litigation or
      proceeding (a) such Indemnified Person shall have the right to employ
      separate counsel and to participate in the defense of such litigation or
      proceeding, and (b) the indemnifying party shall bear the reasonable fees,
      costs and expenses of separate counsel if (but only if) the use of counsel
      selected by the indemnifying party to represent such Indemnified Person
      would present such counsel with a conflict of interest under applicable
      laws or rules of professional
conduct.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              9.

            	
              Confidentiality
      of Offeree Information. The Company acknowledges that the identity
      of the Offerees, and all confidential information about Offerees received
      by the Company from an Offeree or the Exclusive Finder, is confidential
      information of the Exclusive Finder and may not be shared with any other
      person without the consent of the Exclusive Finder except to the extent
      that disclosure is required to meet with a governmental or regulatory
      request for information.

            


    

    


    
      	
               
      

            	
              10.

            	
              Notices.
      Any notice, consent, authorization or other communication to be given
      hereunder shall be in writing and shall be deemed duly given and received
      when delivered personally, when transmitted by fax, three days after being
      mailed by first class mail, or one day after being sent by a nationally
      recognized overnight delivery service, charges and postage prepaid,
      properly addressed to the party to receive such notice, at the following
      address or fax number for such party (or at such other address or fax
      number as shall hereafter be specified by such party by like
      notice):

            


    

    


    
      	
            	
              (a)

            	
              If
      to the Company,
      to:

            


    

    


    John R.
Signorello

    CEO,
Chairman

    IceWeb,
Inc.

    22900
Shaw Rd.

    Sterling,
VA 20166

    Phone:               
    (571) 287-2380

    Email:                     jsignorello@iceweb.com

    


    
      	
            	
              (b)

            	
              If
      to the Exclusive
      Finder, to:

            


    

    


    Bill
Corbett

    Sr.
Managing Director

    Co-Head
Investment Banking

    150
California Street, 21st
Floor

    San
Francisco, CA  94111

    Phone:                
       (415) 956-4253

    Fax:      
                     (415)
956-4192

    E-Mail:
bcorbett@jesuplamont.com

    


    
      	
               
      

            	
              11.

            	
              Company
      to Control Transactions.  The prices,
      terms and conditions under which the Company shall offer or sell any
      Securities shall be determined by the Company in its sole
      discretion.  The Company shall have the authority to control all
      discussions and negotiations regarding any proposed or actual offering or
      sale of Securities.  Nothing in this Agreement shall obligate
      the Company to actually offer or sell any Securities or consummate any
      transaction.  The Company may terminate any negotiations or
      discussions at any time and reserves the right not to proceed with any
      offering or sale of Securities.  Compensation pursuant to this
      Agreement shall only be paid to the Exclusive Finder in the event of an
      actual Closing of the Offering to an Offeree introduced by Exclusive
      Finder.  Notwithstanding the foregoing, an otherwise acceptable
      offer introduced by the Finder shall not be rejected in favor of another
      investor solely on the basis of obverting a fee otherwise earned by the
      Finder.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              12.

            	
              Confidentiality
      of Company Information. The Exclusive Finder, and its officers,
      directors, employees and agents shall maintain in strict confidence and
      not copy, disclose or transfer to any other party (1) all confidential
      business and financial information regarding the Company and its
      affiliates, including without limitation, projections, business plans,
      marketing plans, product development plans, pricing, costs, customer,
      vendor and supplier lists and identification, channels of distribution,
      and terms of identification of proposed or actual contracts and (2) all
      confidential technology of the Company. In furtherance of the foregoing,
      the Exclusive Finder agrees that it shall not transfer, transmit,
      distribute, download or communicate, in any electronic, digitized or other
      form or media, any of the confidential technology of the Company. The
      foregoing is not intended to preclude the Exclusive Finder from utilizing,
      subject to the terms and conditions of this Agreement, the Private
      Placement Memorandum and/or other documents prepared or approved by the
      Company for use in the Offering.

            


    

    


    All
communications regarding any possible transactions, requests for due diligence
or other information, requests for facility tours, product demonstrations or
management meetings, will be submitted or directed to the Company, and the
Exclusive Finder shall not contact any employees, customers, suppliers or
contractors of the Company or its affiliates without express
permission.  Nothing in this Agreement shall constitute a grant of
authority to the Exclusive Finder or any representatives thereof to remove,
examine or copy any particular document or types of information regarding the
Company, and the Company shall retain control over the particular documents or
items to be provided, examined or copied. If the Offering is not consummated, or
if at any time the Company so requests, the Exclusive Finder and its
representatives will return to the Company all copies of information regarding
the Company in their possession.

    


    The
provisions of this Section shall survive any termination of this
Agreement.

    


    
      	
               
      

            	
              13.

            	
              Press
      Releases, Etc. The Company shall control all press releases or
      announcements to the public, the media or the industry regarding any
      offering, placement, transaction or business relationship involving the
      Company or its affiliates. Except for communication to Offerees in
      furtherance of this Agreement and the provision of the Private Placement
      Memorandum, the Exclusive Finder will not disclose the fact that
      discussions or negotiations are taking place concerning a possible
      transaction involving the Company, or the status or terms and conditions
      thereof.   Nothing
      herein shall preclude the Exclusive Finder from disclosing to prospective
      Offerees the existence and terms of it Consulting Agreement with the
      Company. Notwithstanding
      the foregoing, the Company agrees to issue a press release prior to the
      opening of the market on the business day following the Company’s receipt
      of executed agreements binding Offerees to purchase Securities in at least
      the amount of the minimum Offering (if there is any such minimum) setting
      forth the material terms of the Offering.  Notwithstanding the
      foregoing, the Finder shall have the right to refer to any successful
      Offering in its Pitchbook or other
advertising.

            


    

    


    
      	
               
      

            	
              14.

            	
              Due
      Diligence:
      Neither the Company, nor any of its directors, officers or
      shareholders, should, in any way rely on the Exclusive Finder to perform
      any due diligence with respect to the Company.  It is expressly
      understood and agreed that to the extent due diligence is conducted; it
      will be conducted by the investors.

            


    

    


    
      	
               
      

            	
              15.

            	
              Expenses,
      Etc. The compensation described in Section 3 of this Agreement
      shall be the Exclusive Finder’s sole compensation for all of its services
      and efforts to the Company and its affiliates, in connection with any
      offering or placement of Securities. Notwithstanding the foregoing,
      however, while the Exclusive Finder shall pay all of its own costs and
      expenses exceeding ten thousand ($10,000) in carrying out its activities
      hereunder; the Company will reimburse the Exclusive Finder for the first
      $10,000 of aforementioned expenses after they have been incurred by the
      Exclusive Finder, and an itemized accounting has been provided to the
      Company. The Company further agrees to reimburse for legal expenses not to
      exceed $25,000.  The Exclusive Finder shall be exclusively
      responsible for any compensation, fees, commissions or payments of its
      employees, agents representatives, co-Exclusive Finders or other persons
      or entities utilized by it in connection with its activities on behalf of
      the Company, and the Exclusive Finder will indemnify and hold harmless the
      Company and its affiliates from the claims of any such persons or
      entities.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              16.

            	
              Compliance
      with Laws. The Exclusive Finder represents and warrants that it is
      a duly registered broker/dealer and in good standing with the SEC, FINRA
      and the State of New York and has and shall maintain such registrations as
      well as all other necessary licenses and permits to conduct its activities
      under this Agreement, which it shall conduct in compliance with applicable
      federal and state laws relating to a private placement under Regulation D
      of the 1933 Act. The Exclusive Finder represents that it is not a party to
      any other agreement, which would conflict with or interfere with the terms
      and conditions of this Agreement.

            


    

    


    
      	
               
      

            	
              17.

            	
              Continuity
      In the event of disruption of employment of Bill Corbett with Jesup &
      Lamont Sec. Corp., all benefits of this agreement will adhere to Bill
      Corbett.

            


    

    


    
      	
               
      

            	
              18.

            	
              Assignment
      Prohibited.  No assignment of this Agreement shall be
      made without the prior written consent of the other
  party.

            


    

    


    
      	
               
      

            	
              19.

            	
              Amendments.  Neither
      party may amend this Agreement or rescind any of its existing provisions
      without the prior written consent of the other
  party.

            


    

    


    
      	
               
      

            	
              20.

            	
              Governing
      Law.  This Agreement shall be deemed to have been made in
      the State of New York and shall be construed, and the rights and
      liabilities determined, in accordance with the law of the State of New
      York, without regard to the conflicts of laws rules of such
      jurisdiction.

            


    

    


    
      	
               
      

            	
              21.

            	
              Waiver.  Neither
      Exclusive Finder’s nor the Company’s failure to insist at any time upon
      strict compliance with this Agreement or any of its terms nor any
      continued course of such conduct on their part shall constitute or be
      considered a waiver by Exclusive Finder or the Company of any of their
      respective rights or privileges under this
  Agreement.

            


    

    


    
      	
               
      

            	
              22.

            	
              Severability.
      If any provision herein is or should become inconsistent with any present
      or future law, rule or regulation of any sovereign government or
      regulatory body having jurisdiction over the subject matter of this
      Agreement, such provision shall be deemed to be rescinded or modified in
      accordance with such law, rule or regulation.  In all other
      respects, this Agreement shall continue to remain in full force and
      effect.

            


    

    


    
      	
               
      

            	
              23.

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, and will become effective and binding upon the
      parties at such time as all of the signatories hereto have signed a
      counterpart of this Agreement.  All counterparts so executed
      shall constitute one Agreement binding on all of the parties hereto,
      notwithstanding that all of the parties are not signatory to the same
      counterpart.  Each of the parties hereto shall sign a sufficient
      number of counterparts so that each party will receive a fully executed
      original of this Agreement.

            


    

    


    
      	
               
      

            	
              24.

            	
              Entire
      Agreement.  This Agreement and all other agreements and
      documents referred herein constitutes the entire agreement between the
      Company and the Exclusive Finder.  No other agreements,
      covenants, representations or warranties, express or implied, oral or
      written, have been made by any party hereto to any other party concerning
      the subject matter hereof.  All prior and contemporaneous
      conversations, negotiations, possible and alleged agreements,
      representations, covenants and warranties concerning the subject matter
      hereof are merged herein.  This is an integrated
      Agreement.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              25.

            	
              Arbitration.  The parties
      agree that this Agreement and all controversies which may arise between
      the Exclusive Finder and the Company, whether occurring prior, on or
      subsequent to the date of this Agreement, will be determined by
      arbitration.  The parties understand
  that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Arbitration
      is final and binding on the
parties.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      parties are waiving their right to seek remedies in court, including the
      right to a jury trial.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Pre-arbitration
      discovery is generally more limited than and different from court
      proceedings.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      arbitrators’ award is not required to include factual findings or legal
      reasoning and any party’s right to appeal or to seek modification or
      rulings by the arbitrators is strictly
limited.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      panel of arbitrators will typically include a minority of arbitrators who
      were or are affiliated with the securities
  industry.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    The
parties agree that any arbitration under this Agreement will be held at the
facilities of and before an Arbitration Panel appointed by the National
Association of Securities Dealers, Inc. (“FINRA”), or if the FINRA refuses to
accept jurisdiction, then before JAMS/ENDISPUTE in New York, New
York.  The award of the arbitrators, or of the majority of them, will
be final, and judgments upon the award may be entered in any court, state or
federal, having jurisdiction.  The parties hereby submit themselves
and their personal representatives to the jurisdiction of any state or federal
court for the purpose of such arbitration and entering such
judgment.

    Any
forbearance to enforce an agreement to arbitrate will not constitute a waiver of
any rights under this Agreement except to the extent stated herein.

    


    THIS
AGREEMENT IS GOVERNED BY A PRE-DISPUTE ARBITRATION CLAUSE CONTAINED IN PARAGRAPH
23 OF THIS AGREEMENT

    


    
      	 
      	
              Jesup
      & Lamont Securities Corp. (the “Exclusive Finder”)

            
	 
      	 
      
	 
      	
              By:

            	
                  /s/ Bill
      Corbett

            
	 
      	
              Bill
      Corbett

            
	 
      	
              Title:

            	
              Sr.
      Managing Director

            
	 
      	 
      	
              Co-Head
      Investment Banking

            
	 
      	 
      
	 
      	
              IceWeb,
      Inc. (the “Company”)

            
	 
      	 
      
	 
      	
              By:

            	
                    /s/ Mark B.
      Lucky

            
	 
      	
              Mark
      B. Lucky

            
	 
      	
              Chief
      Financial Officer

            


    

    

      
        
           


        

        
          8