EXHIBIT 10.3


 


 


INTERCORE, INC.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE,
AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS
AVAILABLE.


 


ICOR # ____________


STOCK PURCHASE WARRANT


 


THIS IS TO CERTIFY
that, for value received, _________________________, or its assigns (the “Holder”) is entitled, subject to the terms
and conditions set forth herein, to purchase from InterCore, Inc., a Delaware corporation (the “Company”) up to _____________________
fully paid and nonassessable shares of common stock of the Company (the “Warrant Securities”) at $1.00 per share, as
adjusted under Section 3 (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise
Price for such shares of the Common Stock to the Company at the Company’s offices.


 


1.    Exercisability. This
Warrant may be exercised in whole or in part at any time, or from time to time, between the date hereof and 5:00 p.m. EST on March
5, 2018, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied
by payment by check or wire transfer of the Exercise Price. Notwithstanding any other provision governing the Warrants, the Holder
may not exercise these Warrants to the extent that immediately following such exercise the Holder would beneficially own more than
9.99% of the outstanding Common Stock of the Company. For this purpose, a representation of the Holder that following such exercise
it would not beneficially own more than 9.99% of the outstanding Common Stock of the Company shall be conclusive and binding upon
the Company.


 


2.    Manner of Exercise.
In case of the purchase of less than all of the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof
and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this
Warrant, the issuance of certificates for securities, properties, or rights underlying this Warrant shall be made forthwith (and
in any event within three (3) business days thereafter) without charge to the Holder including, without limitation, any tax that
may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in
respect of income or capital gain of the Holder.


 


If and to the extent this Warrant is exercised,
in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities
so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed,
and accompanied by payment of the purchase price.


 






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3.    Adjustment in Number of Shares.



 


(a)    Adjustment for Reclassifications.
In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of
stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record
date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, additional
stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares
or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in
each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the
amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date
he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant
and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or
all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect
to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.


 


(b)     Adjustment for Reorganization,
Consolidation, Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities
of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company
(or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of
its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided
in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled
to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised
this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant
after such consummation.


 


4.    No Requirement
to Exercise. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior
to or in connection with the effectiveness of a registration statement.


 


5.    Cashless
Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s
common stock is greater than the Exercise Price, in lieu of exercising this Warrant by payment of cash, the holder hereof may
elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender
of this Warrant at the principal office of the Company together with the properly endorsed Exercise Agreement in which event the
Company shall issue to the holder hereof a number of shares of the Company’s common stock computed using the following formula:


 






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X = Y (A-B)


A


 


Where:


 


X = the number of shares of the
Company’s common stock to be issued to the holder hereof


 


Y = the number of shares of the
Company’s common stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion
of the Warrant being canceled (at the date of such calculation)


 


A = the fair market value of
one share of the Company’s common stock (at the date of such calculation)


 


B = the Exercise Price


 


All references herein
to an “exercise” of the Warrant shall include an exchange pursuant to this Section 5. For the purposes of the above
calculation, the Fair Market Value of one share of the Company’s common stock as of a particular date shall mean:


 


(a)    If traded on a securities exchange
or the NASDAQ National Market, the Fair Market Value shall be deemed to be the average of the closing prices of the common stock
of the Company on such exchange or market over the five (5) business days ending immediately prior to the applicable date of valuation;


 


(b)    If actively traded over-the-counter,
the Fair Market Value shall be deemed to be the closing price of the common stock of the Company on the day immediately prior to
the applicable date of valuation; and


 


(c)    If there is no active public
market, the “Fair Market Value” shall be the value thereof, as determined in good faith by the Company’s Board
of Directors


 


 A stock certificate
representing the appropriate number of shares of the common stock shall be delivered to the holder hereof within five (5) days
following the date of exercise.


 


6.    No Stockholder Rights.
Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall
be payable or accrue in respect of this Warrant. Warrant


 






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Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case
of loss, theft, or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all
reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver
a new warrant of like tenor and amount, in lieu hereof.


 


7.    Exchange. This Warrant
is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate
the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right
to purchase such number of Warrant Securities as shall be designated by the Holder at the time of surrender.


 


8.    Elimination of Fractional
Interests. The Company shall not be required to issue certificates representing fractions of securities upon the exercise
of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties, or rights receivable upon
exercise of this Warrant.


 


9.    Reservation of Securities.
The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely
for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties,
or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and
payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly
issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.


 


10.  Notices to Holder.
If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:


 


(a)   The Company shall take a record
of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise
than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company; or


 


(b)   The Company shall offer to
all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or


 


(c)    A dissolution, liquidation,
or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of
its property, assets and business as an entirety shall be proposed.


 


Then, in any one or more of said events,
the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding
up, or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.


 






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11.  Transferability. This
Warrant may be transferred or assigned by the Holder only upon written consent by the Company.


 


12.   Informational Requirements.
The Company will transmit to the Holder such information, documents, and reports as are generally distributed to stockholders of
the Company concurrently with the distribution thereof to such stockholders.


 


13.  Investor Questionnaire.
The Purchaser has accurately completed the Investor Questionnaire attached hereto as Exhibit A and incorporated by reference
herein.


 


14.  Notice. Notices to
be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight
courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery
or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company’s books and
records.


 


15.  Consent to Jurisdiction and
Service. The Company consents to the jurisdiction of any court of the State of Delaware, and of any federal court located
in Delaware, in any action or proceeding arising out of or in connection with this Warrant. The Company waives personal service
of any summons, complaint, or other process in connection with any such action or proceeding and agrees that service thereof may
be made at the location provided in Section 12 hereof, or, in the alternative, in any other form or manner permitted by law. The
Holder and Company agree that Delaware shall be deemed proper venue.


 


16.  Successors. All the
covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder, and their respective
legal representatives, successors, and assigns.


 


17.  Attorneys’ Fees.
In the event the Holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all
the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether
or not suit is instituted.


 


18.  Governing Law. THIS
WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE RULES
GOVERNING CONFLICTS OF LAW.


 






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IN WITNESS WHEREOF, the Company has
caused this Warrant to be executed by the signature of its President, CEO and to be delivered in Florida.


 





	Dated: March 5, 2015	INTERCORE, INC.
	 	A Delaware Corporation
	 	By:	/s/ James F. Groelinger
	 	Its:	President, CEO



 


  



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FORM OF ELECTION TO PURCHASE


 


 


The undersigned, the holder of the attached
Warrant, hereby irrevocably elects to exercise the purchase right represented by this Warrant Certificate for, and to purchase
of _______________ shares of InterCore, Inc. common stock and herewith provides consideration of cash of $___________________ and/or,
using the cashless exercise provision of this warrant, surrenders _______________ warrant shares with a value of $_________________
and therefore requests the certificates for such securities be issued in the name of ___________________________, and delivered
to ___________________________________________, whose address is _________________________________________________________ .


 


 


Date:________________________________


 


 


   Holder:________________________________


 


 


   Signature:______________________________


 


 


   Title:__________________________________


 


 


  FEIN#:________________________________


 


 


The name of the holder must conform in all
respects to the name of holder


as specified on the face of the Warrant
Certificate


 


 



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Exhibit A


 


Investor Questionnaire


(to be completed by each Purchaser)


 


 


 


	Name:	FEIN:
	 	 
	Cell Phone:	Email:
	 	 
	Work Phone:	 


 


 


1.           a. State of Residence: _______________________________________________


b. For how long? ___________________________________________________


c. Do you maintain
a residence in any other state? _________________________


 


2.            In which state(s) do you


a. File state income
tax returns: _______________________________________


b. Hold current driver’s
license: _______________________________________


c. Maintain a house
or apartment: ______________________________________


 


 


 


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