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Published on 11/23/2011 in the Prospect News PIPE Daily.

Iceweb sells $2.01 million of convertibles through private placement

Senior convertible notes sold for $1.75 million and due May 23, 2013

By Devika Patel

Knoxville, Tenn., Nov. 23 - Iceweb, Inc. sold $2.01 million of senior convertible notes for $1.75 million in a private placement on Nov. 23, according to an 8-K filed Wednesday with the Securities and Exchange Commission. The deal was conducted by agent Rodman & Renshaw, LLC.

The notes have an original issue discount of 13% and mature on May 23, 2013. They are convertible into common stock at $0.17 per share, which is a 21.43% premium to the Nov. 22 closing share price of $0.14. The company may redeem the notes under certain circumstances.

The investors also received warrants for 35,514,708 common shares, each of which is exercisable at $0.17. The strike price is also a 21.43% premium to the Nov. 22 closing price. The five-year series O warrants and one-year series P warrants are each immediately exercisable, and the five-year series Q warrants become exercisable after the series P warrants are first exercised.

Proceeds will be used for general working capital.

Based in Herndon, Va., Iceweb creates and hosts online training programs.

Issuer:Iceweb, Inc.
Issue:Senior convertible notes
Amount:$2,012,500
Maturity:May 23, 2013
Price:$1.75 million (13% original issue discount)
Conversion price:$0.17
Call:Yes
Warrants:For 35,514,708 shares
Warrant expiration:Five years (series O and series Q), one year (series P)
Warrant strike price:$0.17
Agent:Rodman & Renshaw, LLC
Settlement date:Nov. 23
Stock symbol:OTCBB: IWEB
Stock price:$0.14 at close Nov. 23
Market capitalization:$20.66 million

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