PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 5th, 2011 • Cornerworld Corp • Communications equipment, nec • New York
THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of March 30, 2011, is made by each of the Grantors referred to below, in favor of Emerald Crest Management Company, LLC, a Delaware limited liability company, in its capacity as agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the "Agent").
COMMON STOCK PURCHASE WARRANT To Purchase 4,381,004 Shares of Common Stock of CORNERWORLD CORPORATIONCornerworld Corp • April 5th, 2011 • Communications equipment, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (this "Warrant”) certifies that, for value received, Pacific Specialty Insurance Company, a California corporation, or its registered assigns (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date"), and on or prior to the close of business on March 30, 2016 (the "Termination Date"), to purchase up to 4,381,004 shares (the "Warrant Shares") of Common Stock, par value $0.001 per share (the "Common Stock"), of CornerWorld Corporation, a Nevada corporation (the "Company"). This Warrant is issued pursuant to that certain Credit Agreement dated March 30, 2011 by and among S Squared, L.L.C., an Illinois limited liability company and Enversa Companies, LLC, a Texas limited liability company, each of which is, directly or indirectly, a wholly owned subsidiary of the Company, Sovereign-Emerald Crest Capital Partners II, LP, a Delaware limited partnersh
PROMISSORY NOTECornerworld Corp • April 5th, 2011 • Communications equipment, nec • New York
This Note is executed pursuant to that certain Credit Agreement dated as of the date hereof by and among, inter alia, Borrowers, Holder, Sovereign - Emerald Crest Capital Partners II, LP, a Delaware limited partnership, as co-Lender, and Emerald Crest Management Company, LLC, a Delaware limited liability company, in its capacity as Agent for the Lenders (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
ContractCornerworld Corp • April 5th, 2011 • Communications equipment, nec • Texas
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”), and the party identified as “Lender” below, as defined as to all in the Subordination Agreement. Lender is senior to the loan and security interest of Ned B. Timmer (“Tier 6 Junior Le
CREDIT AGREEMENTCredit Agreement • April 5th, 2011 • Cornerworld Corp • Communications equipment, nec • New York
SUBORDINATION AGREEMENTSubordination Agreement • April 5th, 2011 • Cornerworld Corp • Communications equipment, nec • New York
THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of this 30th day of March, 2011, by and among SOVEREIGN - EMERALD CREST CAPITAL PARTNERS II, LP, a Delaware limited partnership, and PACIFIC SPECIALTY INSURANCE COMPANY, a California corporation (collectively, "Senior Lenders"), EMERALD CREST MANAGEMENT COMPANY, LLC, a Delaware limited liability company, as agent for the Senior Lenders (in such capacity, together with its successors and assigns in such capacity, if any, "Agent"), IU HOLDINGS, LP, a Texas limited partnership ("Tier 2 Junior Lender"), IU INVESTMENTS, LLC, a Texas limited liability company ("Tier 3 Junior Lender"), INTERNET UNIVERSITY, INC., a Texas corporation ("Internet University"), MARC BLUMBERG, an individual ("Blumberg"), MARC A. PICKREN, an individual ("Pickren", and collectively with Internet University and Blumberg, the "Tier 4 Junior Lenders"), NED B. TIMMER, an individual ("Tier 6 Junior Lender"), SCOTT N. BECK ("Tier 7 Junior Lender"), CORNERWORLD CORP
ContractCornerworld Corp • April 5th, 2011 • Communications equipment, nec • Michigan
The obligations evidenced hereby are subordinated 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, and the party identified as “Lender” below, and is only senior to the loan to Scott N. Beck (“Tier 7 Junior Lender”) who also is a party to the Subordination Agreement, all as defined in the Subordination Agreement. Each holder of this instrum
ContractCornerworld Corp • April 5th, 2011 • Communications equipment, nec
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”), and the party identified as “Lender” below, as defined as to all in the Subordination Agreement. Lender is senior to each loan and security interest of the Tier 4 Junior Lenders, the
ContractCornerworld Corp • April 5th, 2011 • Communications equipment, nec
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
COMMON STOCK PURCHASE WARRANT To Purchase 6,133,406 Shares of Common Stock of CORNERWORLD CORPORATIONCommon Stock Purchase Warrant • April 5th, 2011 • Cornerworld Corp • Communications equipment, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (this "Warrant”) certifies that, for value received, Dragonfly Capital Partners LLC or its registered assigns (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date"), and on or prior to the close of business on March 30, 2016 (the "Termination Date"), to purchase up to 6,133,406 shares (the "Warrant Shares") of Common Stock, par value $0.001 per share (the "Common Stock"), of CornerWorld Corporation, a Nevada corporation (the "Company").
ContractCornerworld Corp • April 5th, 2011 • Communications equipment, nec
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 s
ContractCornerworld Corp • April 5th, 2011 • Communications equipment, nec • Texas
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
ContractCornerworld Corp • April 5th, 2011 • Communications equipment, nec
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 s
JOINDER AGREEMENTJoinder Agreement • April 5th, 2011 • Cornerworld Corp • Communications equipment, nec • New York
THIS JOINDER AGREEMENT, dated as of March 30, 2011 (this "Agreement"), to the Credit Agreement referred to below is entered into by and among S SQUARED, L.L.C., an Illinois limited liability company ("S Squared"), ENVERSA COMPANIES, LLC, a Texas limited liability company ("Enversa") (S Squared and Enversa are individually referred to herein as a "Borrower" and collectively as "Borrowers"), each Person that executes this Agreement as a guarantor (each a "Guarantor" and collectively, "Guarantors") and EMERALD CREST MANAGEMENT COMPANY, LLC, a Delaware limited liability company, as agent for itself and Lenders referred to below (in such capacity, together with any successor in such capacity, "Agent").
ContractCornerworld Corp • April 5th, 2011 • Communications equipment, nec • Texas
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") and the party identified as “Lender” below, 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") and INTERNET UNIVERSITY, INC. (a second time, “Tier 5 Junior Lender”), , as defined as to all in the Subordination Agreement. Lender is senior to each loan and security interest of the Tier 3 Junior Lender, t
