AGREEMENT
Exhibit ___
AGREEMENT
This Agreement made and entered into as of October 22, 2007 by and between Cornerworld
Corporation, a Nevada Corporation (the “Company”), and Dynasty Capital LLC, a Delaware Limited
Liability Company (“Dynasty”).
WITNESSETH:
WHEREAS, on or about August 10, 2007, the Company completed the acquisition of Cornerworld,
Inc., a privately held corporation formed under the laws of the State of Delaware, pursuant to and
in accordance with the terms and conditions of the certain Share Exchange Agreement dated May 11,
2007, as amended (the “Share Exchange Agreement);
WHEREAS, in accordance with the terms and conditions of the transactions completed pursuant to
the Share Exchange Agreement (the “Transactions”), Dynasty deposited an aggregate of 3,000,000
shares at a brokerage account (the “Shares”), and remains entitled to receive an aggregate of
$254,000 of additional proceeds from the sale of the Shares as part of the purchase price paid in
connection with the completion of the Transactions;
WHEREAS, Xxxx X. Xxxxxx, Xx. (“Xxxxxx”) has offered to buy an aggregate of 800,000 of the
Shares from Dynasty for an aggregate purchase price of $867,500, and Dynasty has agreed, on behalf
of its shareholders, to sell such 800,000 shares to Xxxxxx;
WHEREAS, the aggregate amount of proceeds to be received by Dynasty from the sale of the
800,000 shares is greater than the amount of proceeds that Dynasty is entitled to receive as
additional proceeds from the sale of the Shares in order to satisfy the purchase price pursuant to
the Share Exchange Agreement;
WHEREAS, the Company is willing to allow Dynasty to sell such 800,000 shares on the condition
that Dynasty loan the Company’s subsidiary, Cornerworld, Inc. the excess proceeds that it will be
receiving above the additional $254,000 of proceeds that it is entitled to receive to satisfy all
remaining Company obligations with respect to the purchase price pursuant to the Share Exchange
Agreement;
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon
the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound,
agree as follows:
1. Consent to Sale of Shares. The Company hereby agrees to allow Dynasty to sell 800,000
shares to Xxxxxx on the condition that Dynasty loan the Company’s subsidiary Cornerworld, Inc. the
excess proceeds that it will be receiving above the additional $254,000 of proceeds that it is
entitled to receive to satisfy all remaining Company obligations with respect to the purchase price
pursuant to the Share Exchange Agreement.
2. Loan Transaction. In connection with, and as a condition to, such transaction, the
Cornerworld, Inc. and Dynasty shall enter into a Purchase Agreement, Promissory Note, and Security
Agreement (collectively, the “Transaction Documents”), simultaneously with the execution of this
Agreement and the Share Purchase Agreement and Promissory Note between Dynasty and Xxxxxx, pursuant
to which Dynasty shall agree to loan Cornerworld, Inc. any excess funds received by Dynasty above
the $254,000 of proceeds that it is entitled to receive to satisfy all remaining Company
obligations with respect to the purchase price pursuant to the Share Exchange Agreement.
3. Return of Excess Shares for Cancellation. Immediately upon completion of the sale of the
800,000 shares to Xxxxxx, any and all of the remaining Shares held at the brokerage account shall
be forthwith returned to the Company for cancellation, and Dynasty shall execute and deliver any
and all required documentation in order to effect such cancellation.
4. Further Assurances. In order to assure compliance with, and completion of, the
foregoing, following the execution of this Agreement, at the request of either party, the other
party shall execute, acknowledge and deliver, without further consideration, all such further
assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and
take such other action as may be reasonably requested to consummate the transactions contemplated
by this Agreement.
5. Miscellaneous
5.1 Binding Effect; Benefits. This Agreement shall inure to the benefit of, and shall
be binding upon, the parties hereto and their respective successors and permitted assigns. Except
as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the
prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in
this Agreement, expressed or implied, is intended to confer on any person other than the parties
hereto or their respective successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
5.2 Notices. All notices, requests, demands and other communications which are
required to be or may be given under this Agreement shall be in writing and shall be deemed to have
been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt
after dispatch by certified or registered first class mail, postage prepaid, return receipt
requested, to the party to whom the same is so given or made, at the following addresses (or such
others as shall be provided in writing hereinafter):
(a)
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If to the Company, to: | |||
| Cornerworld Corporation | ||||
| 00000 Xxxxx Xxxxx | ||||
| Xxxxx 000 | ||||
| Xxxxxx, Xxxxx 00000 | ||||
| Fax: |
(b)
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If to the Dynasty, to: | |||
| Dynasty Capital, LLC | ||||
5.3 Entire Agreement. This Agreement constitutes the entire agreement and supersedes
all prior agreements and understandings, oral and written, between the parties hereto with respect
to the subject matter hereof.
5.4 Headings. The section and other headings contained in this Agreement are for
reference purposes only and shall not be deemed to be a part of this Agreement or to affect the
meaning or interpretation of this Agreement.
5.5 Counterparts. This Agreement may be executed in any number of counterparts, each
of which, when executed, shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
5.6 Governing Law. This Agreement shall be construed as to both validity and
performance and enforced in accordance with and governed by the laws of the State of New York,
without giving effect to the conflicts of law principles thereof.
5.7 Severability. If any term or provision of this Agreement shall to any extent be
invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each
term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by
law.
5.8 Amendments. This Agreement may not be modified or changed except by an instrument
or instruments in writing executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.
| CORNERWORLD CORPORATION: | ||||
By: |
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Name:
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Title: |
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| DYNASTY CAPITAL, LLC: | ||||
By: |
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Name:
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Title: |
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