Contract
Exhibit 10.1
The obligations evidenced hereby are subordinated in the priority order listed below, and more particularly in the manner and to the extent set forth in that certain Subordination Agreement (the “Subordination Agreement”) dated March 30, 2011 by and among Sovereign – Emerald Crest Capital Partners II, LP, Pacific Specialty Insurance Company (collectively the “Senior Lenders”) and Emerald Crest Management Company, LLC, as agent for the Senior Lenders (“Agent”), IU HOLDINGS, LP (“Tier 2 Junior Lender”), IU INVESTMENTS, LLC (“Tier 3 Junior Lender”), INTERNET UNIVERSITY, INC. (“Internet University”), XXXX XXXXXXXX (“Xxxxxxxx”, and the person identified as “Lender” below), and XXXX X. XXXXXXX (“Xxxxxxx”, and collectively with Internet University and Xxxxxxxx, the “Tier 4 Junior Lenders”), and INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), as defined as to all in the Subordination Agreement. Lender, together with the other Tier 4 Junior Lenders, is senior to the loan and security interest of the Tier 5 Junior Lender, Xxx X. Xxxxxx (“Tier 6 Junior Lender”), and Xxxxx X. Xxxx (“Tier 7 Junior Lender”). The Tier 5 Junior Lender, the Tier 6 Junior Lender and the Tier 7 Junior Lender are signatories to the Subordination Agreement, too. Each holder of this instrument (“Promissory Note”), by its acceptance hereof, agrees (i) to be bound by the Subordination Agreement and (ii) that if and to the extent any conflict exists between the terms of this instrument and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall govern and control.
AMENDMENT NO. 3 TO PROMISSORY NOTE
AMENDMENT NO. 3 TO PROMISSORY NOTE, dated as of February 3, 2012 (this “Amendment”), between (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”), and (b) IU Holdings, LP (the “Lender”).
WITNESSETH:
WHEREAS, on March 30, 2011, the Borrower issued to the Lender its Promissory Note dated March 30, 2011, executed by the Borrower and payable to the order of the Lender in the original principal amount of $1,500,000 (the “Original Note,” and, as heretofore amended, as amended by this Amendment No. 3, and as the same may hereafter be amended from time to time, the “Promissory Note”).
WHEREAS, on June 1, 2011, the Borrower and the Lender executed Amendment No. 1 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.
WHEREAS, on September 6, 2011, the Borrower and the Lender executed Amendment No. 2 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.
WHEREAS, the Borrower has requested, and the Lender has agreed, to amend the Promissory Note as set forth below.
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter contained, and for other good and valuable consideration, and notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree as follows:
1. Schedule A attached to the Promissory Note shall be and hereby is amended and restated in its entirety to read as set forth on Schedule A attached to this Amendment.
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2. Principal of this Promissory Note shall bear interest until payment in full at the rate of 10% per annum until payment in full of the principal sum of this Promissory Note. Interest shall be computed on the basis of a three hundred sixty-five (365) day year and actual days elapsed. Accrued interest can be cash settled on the last calendar day of each month computed based on the entire outstanding principle or may be accrued at Borrower’s choosing. Interest shall accrue on any interest payments that are not cash settled at the rate of 10% per annum on the basis of a three hundred sixty-five (365) day year and actual days elapsed until such time as the interest payment is cash settled.
3. The Borrower hereby authorizes the Lender, and the Lender hereby agrees, to cause the following legends to be clearly, conspicuously and prominently inserted on the original of the Promissory Note, in each case following the signature of the Borrower:
“This Note has been amended by Amendment No. 3 to Promissory Note dated as of February 3, 2012, between CornerWorld Corporation, as maker of this Note and “Borrower” defined therein, and IU Holdings, LP, as the then holder of this Note and “Lender” defined therein (“Amendment No. 3”), the provisions of which are incorporated by reference for all purposes of this Note, and each holder of this Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No.3.”
The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of this Amendment No. 3 to be stapled or otherwise firmly affixed to the Original Note, and (b) to furnish a copy of the Original Note, with such legends so inserted and with such counterparts or copies of Amendment No. 3 so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.
4. All of the terms and provisions of the Original Note, as amended by this Amendment No. 3, remain in full force and effect. The Borrower hereby agrees that the amendments herein contained shall in no manner affect or impair the indebtedness evidenced by the Promissory Note, the obligation of the Borrower to make payment of the principal of and interest on the indebtedness evidenced by the Promissory Note in strict accordance with the face and tenor of the Promissory Note, or any of the liens or security interests securing such payment and performance.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| /s/ Xxxxx X. Xxxx |
| By: Xxxxx X. Xxxx |
| CORNERWORLD CORPORATION |
| Its: Chief Executive Officer |
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| LENDER: |
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| IU HOLDING, LP |
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| /s/ Xxxxxxxx Xxxx |
| By: IU Holdings, GP, Inc. |
| Its: General Partner |
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Schedule A
Scheduled Payment Date | Amount |
|
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August 31, 2012 | $187,500 |
November 30, 2012 | $187,500 |
February 28, 2013 | $187,500 |
May 31, 2013 | $187,500 |
August 31, 2013 | $187,500 |
November 30, 2013 | $187,500 |
February 28, 2014 | $187,500 |
May 31, 2014 | $187,500 |
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