PERISCOPE CAPITAL INC. - 25 Nov 2024 Form 4 Insider Report for iCoreConnect Inc. (ICCT)

Footnote F1

The filing of this Form 4 shall not be construed as an admission that Periscope Capital Inc. ("Periscope") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any (i) shares of Common Stock, par value $0.0001 per share "Common Stock"), of iCoreConnect Inc. (the "Issuer"), (ii) shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock"), each exercisable for Common Stock, or (iii) Warrants of the Issuer ("Warrants"), each exercisable for Preferred Stock. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Periscope disclaims such beneficial ownership, except to the extent of its pecuniary interest.

Footnote F2

Periscope is the investment manager or trading advisor of each of: (i) Nautilus Master Fund, L.P. ("Nautilus MF"), which is the direct beneficial owner of 1,500 shares of Common Stock, 187,000 shares of Preferred Stock and 50,100 Warrants; (ii) a portion of the portfolio of New Holland Tactical Alpha Fund LP ("NH TAF"), which is the direct beneficial owner of 49,000 Warrants; (iii) Periscope Fund LP ("PF LP"), which is the direct beneficial owner of 0 Warrants; (iv) Periscope SPAC Warrant Opportunity Fund LP ("Periscope SPAC WOF"), which is the direct beneficial owner of 178,800 Warrants; and (v) Periscope Target Return Fund LP ("Periscope TRF" and, together with Nautilus MF, NH TAF, PF LP and Periscope SPAC WOF, the "Funds"), which is the direct beneficial owner of 41,300 Warrants. Periscope, although it directs the voting and disposition of the Common Stock, Preferred Stock and Warrants held by the Funds, only receives an asset-based fee relating to such securities.

Footnote F3

Pursuant to the Prospectus of the Issuer dated as of October 26, 2023 (the "Prospectus"), each share of Preferred Stock (i) was originally exercisable at a price of $10.00, which exercise price was adjusted to $2.00 as confirmed by the Issuer to Periscope on September 27, 2024, subject to further adjustment as specified in the Prospectus, at a ratio determined by dividing $10.00 by the then-current exercise price (i.e., five shares of Common Stock for each share of Preferred Stock as of the date of this filing) and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

Footnote F4

Pursuant to the Prospectus, each Warrant (i) is exercisable into one share of Preferred Stock (which Preferred Stock is exercisable into shares of Common Stock as described in Note (3) above) at a price of $11.50, subject to adjustment as specified therein and (ii) is convertible at any time at the holder's election, subject to expiration on the terms described in the Prospectus.

Footnote F5

On November 25, 2024, Nautilus MF sold 11,900 Warrants, NH TAF sold 13,000 Warrants, PF LP sold 1,500 Warrants, Periscope SPAC WOF sold 47,600 Warrants and Periscope TRF sold 11,000 Warrants.