0001161697-12-000825.txt : 20121105 0001161697-12-000825.hdr.sgml : 20121105 20121105090310 ACCESSION NUMBER: 0001161697-12-000825 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20121031 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121105 DATE AS OF CHANGE: 20121105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cornerworld Corp CENTRAL INDEX KEY: 0001338242 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 980441869 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54419 FILM NUMBER: 121178680 BUSINESS ADDRESS: STREET 1: 13101 PRESTON ROAD STREET 2: SUITE 100 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (888) 837-3910 MAIL ADDRESS: STREET 1: 13101 PRESTON ROAD STREET 2: SUITE 100 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: CornerWorld Corp DATE OF NAME CHANGE: 20070530 FORMER COMPANY: FORMER CONFORMED NAME: OLYMPIC WEDDINGS INTERNATIONAL INC DATE OF NAME CHANGE: 20050908 8-K 1 form_8-k.htm FORM 8-K FOR 10-31-2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): October 31, 2012


CORNERWORLD CORPORATION

(Exact name of registrant as specified in its charter)



Nevada

333-128614

98-0441869

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification Number)


13010 Preston Road, Suite 100

Dallas, Texas 75240

(Address of principal executive offices) (zip code)


(888) 837-3910

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01.

Entry into Material Definitive Agreement.


On October 31, 2012, CornerWorld Corporation (the “Company”) entered into amendments (collectively, the “Note Amendments”) to certain of its promissory notes issued in 2008, 2009 and 2011 to the various holders thereof.  The Note Amendments are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and incorporated by reference herein.  


The Note Amendments for Exhibit 10.1 and 10.5 revise the repayment schedules of the respective promissory notes.  The Note Amendments for Exhibits 10.2 - 10.4 provide that the notes are settled in their entirety via the conversion to shares of the Company’s common stock.  The outstanding principal balances on the notes themselves, as well as any outstanding accrued interest, were converted at the rate of $0.15/share.


Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Description

10.1

 

Amendment No. 7 to Promissory Note dated as of October 31, 2012 between CornerWorld Corporation and  IU Investments, LLC

10.2

 

Amendment No. 6 to Promissory Note dated as of October 31, 2012 between CornerWorld Corporation and  Internet University, Inc.

10.3

 

Amendment No. 6 to Promissory Note dated as of October 31, 2012 between CornerWorld Corporation and  Marc Blumberg

10.4

 

Amendment No. 6 to Promissory Note dated as of October 31, 2012 between CornerWorld Corporation and  Marc Pickren

10.5

 

Amendment No. 4 to Promissory Note dated as of October 31, 2012 between CornerWorld Corporation and  Internet University, Inc.


SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CornerWorld Corporation

 

 

 

 

 

Dated: October 31, 2012

By:

/s/ V. Chase McCrea III
V. Chase McCrea III
Chief Financial Officer


- 2 -

 EX-10 2 ex_10-1.htm AMENDMENT NO. 7 TO PROMISSORY NOTE - IU INVESTMENTS, LLC

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”, and the party identified as “Lender” below), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, 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, Ned B. Timmer  (“Tier 6 Junior Lender”), and Scott N. Beck (“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. 7 TO PROMISSORY NOTE


AMENDMENT NO. 7 TO PROMISSORY NOTE, dated as of October 31, 2012 (this “Amendment”), between (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”), and (b) IU INVESTMENTS, LLC (the “Lender”).


WITNESSETH:


WHEREAS, on February 23, 2009, the Borrower issued to the Lender its Promissory Note dated February 23, 2009, executed by the Borrower and payable to the order of the Lender in the original principal amount of $1,900,000 (the “Original Note,” and, as heretofore amended, as amended by this Amendment, and as the same may hereafter be amended from time to time, the “Promissory Note”).


WHEREAS, on or about December 1, 2009, the Borrower and the Lender executed a waiver (the “Waiver”) pursuant to which the Lender agreed to waive, during the period from December 1, 2009 through February 28, 2010, their rights and remedies under the Promissory Note.


WHEREAS, on March 31, 2010, the Borrower and the Lender executed Amendment No. 1 to Promissory Note (“Amendment No. 1”), pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on May 14, 2010, the Borrower and the Lender executed Amendment No. 2 to Promissory Note (“Amendment No. 2”), pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on March 30, 2011, the Borrower and the Lender executed Amendment No. 3 to Promissory Note (“Amendment No. 3”), pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


1


WHEREAS, on September 6, 2011, the Borrower and the Lender executed Amendment No. 4 to Promissory Note (“Amendment No. 4”), pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on February 3, 2012, the Borrower and the Lender executed Amendment No. 5 to Promissory Note (“Amendment No. 5”), pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on July 27, 2012, the Borrower and the Lender executed Amendment No. 6 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.


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 Promissory Note has been amended by Amendment No. 7 to Promissory Note dated as of October 31, 2012, between CornerWorld Corporation, as maker of this Promissory Note and “Borrower” defined therein, and IU Investments, LLC, as the then holder of this Promissory Note and “Lender” defined therein (“Amendment No. 7”), the provisions of which are incorporated by reference for all purposes of this Promissory Note, and each holder of this Promissory Note, by its acceptance hereof, irrevocably agrees to be bound by the provisions of Amendment No. 7”.


The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 7 to be stapled or otherwise firmly affixed to the Promissory Note, and (b) to furnish a copy of the Promissory Note, with such legends so inserted and with such counterparts or copies of Amendment No. 7 so attached, to Borrower promptly after the Lender’s receipt of a fully executed counterpart of this Amendment.


All of the terms and provisions of the Original Note, as amended, 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.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


2


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


 

CORNERWORLD CORPORATION

 

 

 

/s/ Scott N. Beck

 

By:         Scott N. Beck

 

Its:         Chief Executive Officer

 

 

 

 

 

IU INVESTMENTS, LLC

 

 

 

/s/ Doug Levy

 

By:         Doug Levy

 

Its:         Sole Manager


3


Schedule A


Scheduled Payment Date

Amount

 

 

April 15, 2009

$145,000

May 15, 2009

$145,000

June 15, 2009

$145,000

July 15, 2009

$145,000

August 15, 2009

$145,000

September 15, 2009

$145,000

October 15, 2009

$145,000

November 15, 2009

$145,000

March 25, 2010

$25,000

April 25, 2010

$50,000

March 31, 2011

$27,417

April 30, 2011

$27,417

May 31, 2011

$27,417

June 30, 2011

$27,417

July 31, 2011

$27,417

June 30, 2015

$191,919

September 30, 2015

$134,400

December 31, 2015

$134,400

March 31, 2016

$67,200


4

 EX-10 3 ex_10-2.htm AMENDMENT NO. 6 TO PROMISSORY NOTE - INTERNET UNIVERSITY, INC.

Exhibit 10.2


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”, and the party identified as “Lender” below), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, 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, Ned B. Timmer  (“Tier 6 Junior Lender”), and Scott N. Beck (“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. 6 TO PROMISSORY NOTE


AMENDMENT NO. 6 TO PROMISSORY NOTE (the “Promissory Note”), dated as of October 31, 2012 (this “Amendment”), among CORNERWORLD CORPORATION, a Nevada corporation (the “Borrower”) and INTERNET UNIVERSITY, INC. (“Lender”).


WITNESSETH:


WHEREAS, on August 27, 2008, the Borrower and the Lender thereto entered into the Promissory Note dated as of August 27, 2008 (as it may be amended from time to time, the “Promissory Note”).


WHEREAS, on March 31, 2010, 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 March 30, 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, on September 6, 2011, the Borrower and the Lender executed Amendment No. 3 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on February 3, 2012, the Borrower and the Lender executed Amendment No. 4 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on July 27, 2012, the Borrower and the Lender executed Amendment No. 5 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


1


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, notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree to the following:


 

1.

Lender will return the original copy of the Promissory Note with an outstanding principal balance totaling $1,186,852.93 to the Borrower marked “Cancelled” and “Paid-in-full.”

 

 

 

 

2.

Lender will forgo rights to all outstanding accrued interest totaling $90,332.70.

 

 

 

 

3.

In exchange for the for cancelling the note payable and forgoing rights to the accrued interest, the sum of which total $1,277,185.63, Borrower will issue to the Lender 8,514,571 shares of its common stock.  The shares will entitle the holder to one-time “piggyback” registration rights on any CornerWorld registration.


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


 

/s/ Scott N. Beck

 

By: Scott N. Beck

 

CORNERWORLD CORPORATION

 

Its: Chief Executive Officer

 

 

 

 

 

/s/ Doug Levy

 

By: Doug Levy

 

INTERNET UNIVERSITY, INC.

 

Its: Chief Executive Officer


2

 EX-10 4 ex_10-3.htm AMENDMENT NO. 6 TO PROMISSORY NOTE - MARC BLUMBERG

Exhibit 10.3


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”), MARC BLUMBERG (“Blumberg”, and the person identified as “Lender” below), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, 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, Ned B. Timmer  (“Tier 6 Junior Lender”), and Scott N. Beck (“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. 6 TO PROMISSORY NOTE


AMENDMENT NO. 6 TO PROMISSORY NOTE (the “Note”), dated as of October 31, 2012 (this “Amendment”), among CORNERWORLD CORPORATION, a Nevada corporation (the “Borrower”) and MARC BLUMBERG (“Lender”).


WITNESSETH:


WHEREAS, on August 27, 2008, the Borrower and the Lender thereto entered into the Promissory Note dated as of August 27, 2008 (as it may be amended from time to time, the “Promissory Note”).


WHEREAS, on March 31, 2010, the Borrower and the Lender executed Amendment No. 1 pursuant to which the parties agreed to amend the payment terms under the Note.


WHEREAS, on March 30, 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, on September 6, 2011, the Borrower and the Lender executed Amendment No. 3 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on February 3, 2012, the Borrower and the Lender executed Amendment No. 4 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on July 27, 2012, the Borrower and the Lender executed Amendment No. 5 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


1


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, notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree to the following:


 

1.

Lender will return the original copy of the Promissory Note with an outstanding principal balance totaling $136,419.82 to the Borrower marked “Cancelled” and “Paid-in-full.”

 

 

 

 

2.

Lender will forgo rights to all outstanding accrued interest totaling $10,383.06.

 

 

 

 

3.

In exchange for the for cancelling the note payable and forgoing rights to the accrued interest, the sum of which total $146.802.88, Borrower will issue to the Lender 978,686 shares of its common stock.  The shares will entitle the holder to one-time “piggyback” registration rights on any CornerWorld registration.


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


 

/s/ Scott N. Beck

 

By: Scott N. Beck

 

CORNERWORLD CORPORATION

 

Its: Chief Executive Officer

 

 

 

 

 

/s/ Marc Blumberg

 

By: Marc Blumberg


2

 EX-10 5 ex_10-4.htm AMENDMENT NO. 6 TO PROMISSORY NOTE - MARC PICKREN

Exhibit 10.4


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”), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and the party identified as “Lender” below, and collectively with Internet University and Blumberg, 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, Ned B. Timmer  (“Tier 6 Junior Lender”), and Scott N. Beck (“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. 6 TO PROMISSORY NOTE


AMENDMENT NO. 6 TO PROMISSORY NOTE (the “Note”), dated as of October 31, 2012 (this “Amendment“), among CORNERWORLD CORPORATION, a Nevada corporation (the “Borrower”) and MARC A. PICKREN (“Lender”).


WITNESSETH:


WHEREAS, on August 27, 2008, the Borrower and the Lender thereto entered into the Promissory Note dated as of August 27, 2008 (as it may be amended from time to time, the “Promissory Note”).


WHEREAS, on March 31, 2010, the Borrower and the Lender executed Amendment No. 1 pursuant to which the parties agreed to amend the payment terms under the Note.


WHEREAS, on March 30, 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, on September 6, 2011, the Borrower and the Lender executed Amendment No. 3 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on February 3, 2012, the Borrower and the Lender executed Amendment No. 4 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


WHEREAS, on July 27, 2012, the Borrower and the Lender executed Amendment No. 5 pursuant to which the parties agreed to amend the payment terms under the Promissory Note.


1


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, notwithstanding any provisions of the Promissory Note to the contrary, the parties hereto hereby agree to the following:


 

1.

Lender will return the original copy of the Promissory Note with an outstanding principal balance totaling $40,926.02 to the Borrower marked “Cancelled” and “Paid-in-full.”

 

 

 

 

2.

In exchange for cancelling the note payable, Borrower will issue to the Lender 272,840 shares of its common stock.  The shares will entitle the holder to one-time “piggyback” registration rights on any CornerWorld registration.


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


 

/s/ Scott N. Beck

 

By: Scott N. Beck

 

CORNERWORLD CORPORATION

 

Its: Chief Executive Officer

 

 

 

 

 

/s/ Marc Pickren

 

By: Marc A. Pickren


2

 EX-10 6 ex_10-5.htm AMENDMENT NO. 4 TO PROMISSORY NOTE - INTERNET UNIVERSITY, INC.

Exhibit 10.5


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”), MARC BLUMBERG (“Blumberg”), and MARC A. PICKREN (“Pickren”, and collectively with Internet University and Blumberg, the “Tier 4 Junior Lenders”), INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), NED B. TIMMER (“Tier 6 Junior Lender” or “Timmer”), and the party identified as “Lender” below (“Tier 7 Junior Lender”), as defined as to all in the Subordination Agreement.  Lender’s loan and security interest has no seniority over any of the above.  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. 4 TO PROMISSORY NOTE


AMENDMENT NO. 4 TO PROMISSORY NOTE, dated as of October 31, 2012 (this “Amendment”), between (a) CornerWorld Corporation, a Nevada corporation (the “Borrower”), and (b) Internet University, Inc. (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 $400,000 (the “Original Note,” and, as heretofore amended, as amended by this Amendment No. 4, and as the same may hereafter be amended from time to time, the “Promissory Note”).


WHEREAS, on September 6, 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 February 3, 2012, 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, on July 27, 2012, the Borrower and the Lender executed Amendment No. 3 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


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. 4 to Promissory Note dated as of October 31, 2012, between CornerWorld Corporation, as maker of this Note and “Borrower” defined therein, and Internet University, Inc., as the then holder of this Note and “Lender” defined therein (“Amendment No. 4”), 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. 4.”


The Lender further agrees (a) to cause executed counterparts (or copies of executed counterparts) of Amendment No. 4 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. 4 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. 4, 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/ Scott N. Beck

 

By: Scott N. Beck

 

CORNERWORLD CORPORATION

 

Its: Chief Executive Officer

 

 

 

 

 

/s/ Doug Levy

 

By: Doug Levy

 

INTERNET UNIVERSITY, INC.

 

Its: Chief Executive Officer


2


Schedule A


Scheduled Payment Date

Amount

 

 

April 30, 2011

$25,000

May 31, 2011

$25,000

June 30, 2011

$25,000

July 31, 2011

$25,000

April 30, 2012

$10,000

May 31, 2012

$10,000

June 30, 2012

$10,000

July 31, 2012

$35,000

October 31, 2012

$50,000

November 30, 2012

$35,000

December 31, 2012

$35,000

January 31, 2013

$35,000

February 28, 2013

$35,000

March 31, 2013

$35,000

April 30, 2012

$10,000

May 31, 2013

$10,000


3