EX-10 2 ex_10-01.htm PROMISSORY NOTE AMENDMENT 1 - IU HOLDINGS

Exhibit 10.1


AMENDMENT NO. 1 TO PROMISSORY NOTE


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. 1, dated as of June 3, 2011, and as the same may hereafter be amended from time to time, 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.


2.         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. 1 to Promissory Note dated as of June 3, 2011, 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. 1”), 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.1.”


The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 1 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. 1 so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.


3.         All of the terms and provisions of the Original Note, as amended by this Amendment No. 1, 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.


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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


IN WITNESS WHEREOF, the parties hereto have duly executed this Note the day and year first above written.


BORROWERS:



CORNERWORLD CORPORATION,

A NEVADA CORPORATION

 

By: _/s/ Scott N. Beck____________________________

Name: Scott Beck

Title:   Chairman and Chief Executive Officer

 

 

ENVERSA COMPANIES LLC,

A TEXAS LIMITED LIABILITY COMPANY


BY CORNERWORLD CORPORATION,

ITS SOLE MEMBER

 

By: _/s/ Scott N. Beck__________________________

Name: Scott Beck

Title:   Chief Executive Officer

 

 

WOODLAND HOLDINGS CORP.


BY: CORNERWORLD CORPORATION, ITS SOLE STOCKHOLDER


By: _/s/ Scott N. Beck____________________________

Name: Scott Beck

Title:   Chief Executive Officer

 

 

WEST MICHIGAN CO-LOCATION SERVICES, LLC,

A MICHIGAN LIMITED LIABILITY COMPANY


BY WOODLAND HOLDINGS CORPORATION,

ITS SOLE MEMBER

 

By: _/s/ Scott N. Beck____________________________

Name: Scott Beck

Title:   Chief Executive


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T2 TV, LLC,

A MICHIGAN LIMITED LIABILITY COMPANY


BY WOODLAND HOLDINGS CORPORATION,

ITS SOLE MEMBER

 

By: _/s/ Scott N. Beck____________________________

Name: Scott Beck

Title:   Chief Executive Officer

 

 

CORNERWORLD, INC.,

A DELAWARE CORPORATION


BY CORNERWORLD CORPORATION,

ITS SOLE STOCKHOLDER

 

By: _/s/ Scott N. Beck____________________________

Name: Scott Beck

Title:   Chairman and Chief Executive Officer

 

 

T2 COMMUNICATIONS, , LLC

A MICHIGAN LIMITED LIABILITY COMPANY


BY WOODLAND HOLDINGS CORPORATION,

ITS SOLE MEMBER

 

By: _/s/ Scott N. Beck____________________________

Name: Scott Beck

Title:   Chief Executive Officer

 

 

PHONE SERVICES AND MORE, LLC D/B/A VISITATEL

A MICHIGAN LIMITED LIABILITY COMPANY


BY WOODLAND HOLDINGS CORPORATION,

ITS SOLE MEMBER

 

By: _/s/ Scott N. Beck____________________________

Name: Scott Beck

Title:   Chief Executive Officer


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GULF MEDIA SOLUTIONS, LLC

A DELAWARE LIMITED LIABILITY COMPANY

 

By: _/s/ Patrick Vilyus____________________________

Name: Patrick Vilyus

Title:   President

 

 

TINY DIAL, LLC,

A DELAWARE LIMITED LIABILITY COMPANY


BY ENVERSA COMPANIES, LLC,

ITS SOLE MEMBER

 

By: _/s/ Scott N. Beck____________________________

Name: Scott Beck

Title:   Chief Executive Officer

 

 

BASCOMB AND RICHARDS, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

 

By: _/s/ Joel Brewer____________________________

Name: Joel Brewer

Title:   President

 

 

LANTANA DIRECT, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

 

By: _/s/ James Davidson_________________________

Name: James Davidson

Title:   President

 

 

DIGITAL360, LLC,

A NEVADA LIMITED LIABILITY COMPANY

 

By: _/s/ Israel Arguello____________________________

Name: Israel Arguello

Title:   Chief Executive Officer


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THE LEADSTREAM, LLC,

A DELAWARE LIMITED LIABILITY COMPANY


By: _/s/ Marc A. Pickren____________________________

Name: Marc Pickren

Title:   President

 

 

AVENTURA MEDIA SYSTEMS, LLC,

A FLORIDA LIMITED LIABILITY COMPANY

 

By: _/s/ Don Roberts_______________________________

Name: Don Roberts

Title:   Chief Executive Officer

 

 

MONEY JACK, LLC

A DELAWARE LIMITED LIABILITY COMPANY


BY: ENVERSA COMPANIES, LLC, its Sole Member


By: _/s/ Scott N. Beck_____________________________

Name: Scott Beck

Title:   Chief Executive Officer

 

 

CORNERWORLD TV, LLC

A MICHIGAN LIMITED LIABILITY COMPANY


BY WOODLAND HOLDINGS CORPORATION,

ITS SOLE MEMBER


By: _/s/ Scott N. Beck_____________________________

Name: Scott Beck

Title:   Chief Executive Officer


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The undersigned Lender, acknowledges receipt of this Promissory Note on the 2nd day of June, 2011.


 

LENDER:


IU HOLDING, LP


By: _/s/ Rosemary Papa _________________

Name: IU Holdings, GP, Inc.

Its:      General Partner

By: _____________________________

(Name and Title)


Address: _____________________________



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Schedule A


Scheduled Payment Date

Amount

November 30, 2011

$187,500

February 29, 2012

$187,500

May 31, 2012

$187,500

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


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