icct_ex41.htm

EXHIBIT 4.1
  
 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
  
 ICORECONNECT, INC.
  
 PROMISSORY NOTE
  
  
 
 	 Issuance Date: July 29, 2022
	 Original Principal Amount: $500,000

	 Note No: GB02
	 Consideration Paid at Close: $500,000



 
 
  
 
 
 
 FOR VALUE RECEIVED, iCoreConnect, Inc. a Nevada corporation (the "Company"), hereby promises to pay to the order of Gary Boyer, individuals residing in Florida or registered assigns (the "Holder") the amount set out above as the Original Principal Amount (the "Principal") when due at Maturity Date (as defined below), or acceleration, (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable, upon the Maturity Date or acceleration or otherwise (in each case in accordance with the terms hereof). 
  
 The Original Principal Amount is $500,000 (five hundred thousand dollars) plus accrued and unpaid interest and any other fees. The Consideration is $500,000 (five hundred thousand dollars) payable by wire transfer. The Holder shall pay $500,000 of Consideration upon closing of this Note. For purposes hereof, the term “Outstanding Balance” means the Original Principal Amount, as reduced, as the case may be, pursuant to the terms hereof for breach hereof or otherwise, plus any accrued but unpaid interest, collection and enforcements costs, and any other fees, penalties, damages or charges incurred under this Note. 
  
 (1) GENERAL TERMS
  
 (a) Payment of Principal. The "Maturity Date" shall be six (6) months from Issuance Date, as may be extended at the option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default. 
  
 (b) Interest. An interest charge of fifteen percent (15%) per annum (“Interest Rate”) shall accrue on any outstanding balance owing hereunder. Interest hereunder shall be paid monthly in arrears on the 1st of the month (or sooner as provided herein) to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash. 
  
  
 
 	 
	
	

	 


 
 
  
 
 
 
 (c) Prepayment. The Borrower shall be able to prepay this Note in whole or in part at any time by sending notice to Lender (“Prepayment Notice”).
  
 (2) EVENTS OF DEFAULT.
  
 (a) An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):
  
 (i) The Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note (including, without limitation, the Company's failure to pay any redemption payments or amounts hereunder); 
  
 (ii) The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency which remains undismissed for a period of sixty-one (61) days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty-one (61) days.
  
 (iii) The Common Stock is suspended or delisted for trading on the Over-the-Counter OTCQB Venture Marketplace or OTCPink Open Marketplace (the “Primary Market”). 
  
 (iv) The Company loses its ability to deliver shares via “DWAC/FAST” electronic transfer.
  
 (v) The Company loses its status as “DTC Eligible.”
  
 (vi) The Company shall become late or delinquent in its filing requirements as a fully-reporting issuer registered with the Securities & Exchange Commission.
  
 (vii) The Company shall fail to reserve and keep available out of its authorized Common Stock a number of shares equal to at least one (1) times the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note.
  
 (viii) The Company shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.
  
 (b) The Borrower will have thirty calendar days to cure any Event of Default.
  
  
 
 	 
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 (3) REISSUANCE OF THIS NOTE.
  
 (a) Assignability. The Company may not assign this Note. This Note will be binding upon the Company and its successors and will inure to the benefit of the Holder and its successors and assigns and may be assigned by the Holder to anyone of its choosing without Company’s approval. 
  
 (b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.
  
 (4) NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be those set forth in the communications and documents that each party has provided the other immediately preceding the issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.
  
 The addresses for such communications shall be:
  
 If to the Company, to:
  
 iCoreConnect, Inc.
 529 E. Crown Point Road, Suite 250
 Ocoee, FL 34761
 Attn: Robert McDermott
  
  
 If to the Holder:
  
 Gary Boyer
  
 (5) APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in the city of Orlando in Orange County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.
  
  
 
 	 
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 (6) WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
  
 (7) LIQUIDATED DAMAGES. Holder and Company agree that in the event Company fails to comply with any of the terms or provisions of this Note, Holder's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Holder and Company agree that any fees, balance adjustments, default interest or other charges assessed under this Note are not penalties but instead are intended by the parties to be, and shall be deemed, liquidated damages (under Holder's and Company's expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining the holding period under Rule 144).
  
 [Signature Page Follows]
  
  
 
 	 
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 IN WITNESS WHEREOF, the Company has caused this Promissory Note to be duly executed by a duly authorized officer as of the date set forth above.
  
  
 
 	 	COMPANY:	
	  
	 iCoreConnect, Inc.
	  

	 	 		 
		By:	/s/ Robert McDermott	
	  
	 Name:
	Robert McDermott	 
	 	Title:	Chief Executive Officer	 


 
 
  
 
 
 
  
 
 	 	HOLDER:	
	  
	  
	  

	  
	 Gary Boyer
	  

	 	 	 	 
		By:	/s/ Gary Boyer	
	  
	 Name:
	Gary Boyer	 


 
 
  
 
 
 
  
 
 	 
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