RECITALSPledge and Security Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
Pursuant to (i) the Subscription Agreement dated as of February 23, 2009 (as amended, supplemented or modified from time to time, the “Subscription Agreement”) by and among Cornerworld Corporation (“Parent”) and Secured Party and (ii) the Promissory Note dated as of February 23, 2009 (as amended, supplemented or modified from time to time, the “Promissory Notes”) issued by Parent to Secured Party; Secured Party has made the loans to Parent.
COMMON STOCK PURCHASE WARRANT To Purchase 2,750,000 Shares of Common Stock of CORNERWORLD CORPORATIONCommon Stock Purchase Warrant • February 27th, 2009 • Cornerworld Corp • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ned B. Timmer or his 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 February 23, 2016 (the “Termination Date”) to purchase up to 2,750,000 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 Stock Purchase Agreement by and among the Company, Woodland Holdings Corp., a Delaware corporation, Ned B. Timmer, an individual, and HCC Foundation, a Michigan not-for-profit corporation (the “Purchase Agreement”), dated the date hereof. The aggregate purchase price of the Warrant Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractPledge and Security Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
PLEDGE AND SECURITY AGREEMENT, dated as of February 23, 2009 (as amended, supplemented or modified from time to time, this “Agreement”), made by Cornerworld Corporation (“Parent”), Cornerworld Inc. (“CW”) and Enversa Companies LLC (“Enversa”) in favor of Ned B. Timmer (“Secured Party”). Parent, CW and Enversa are collectively referred to herein as “Grantor”. Capitalized terms used but not defined herein shall have the meanings given such terms in the Debenture (as defined below).
UNIT PURCHASE AGREEMENT BY AND AMONG WOODLAND HOLDINGS CORP., PHONE SERVICES AND MORE, L.L.C., T2 COMMUNICATIONS, L.L.C. AND NED B. TIMMER FOR 100% OF THE ISSUED AND OUTSTANDING VOTING MEMBER UNITS OF PHONE SERVICES AND MORE, L.L.C. AND 100% OF THE...Unit Purchase Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
THIS UNIT PURCHASE AGREEMENT(this “Agreement”) is entered into as of February 23, 2009 (the “Execution Date”) by and among Woodland Holdings Corp., a Delaware corporation (“Buyer”), Ned B. Timmer, an individual (the “Seller”), Phone Services and More, L.L.C., a Michigan limited liability company doing business in the state of Michigan as “Visitatel” (“Visitatel”), and T2 Communications, L.L.C., a Michigan limited liability company (“T2”; each of Visitatel and T2, a “Company” and together, the “Companies”) for the sale and purchase of an aggregate of 1,000 voting member units of Visitatel and 1,000 voting member units of T2, representing 100% of the issued and outstanding capital stock of each of Visitatel and T2. Capitalized terms used herein are defined in Article XIII and throughout this Agreement.
AMENDMENT NO. 1 TO LINE OF CREDITLine of Credit • February 27th, 2009 • Cornerworld Corp • Transportation services • Texas
AMENDMENT NO. 1 (this “Amendment”) dated as of February 23, 2009 to REVOLVING LINE OF CREDIT (as amended, modified or supplemented prior to the date hereof, the “Line of Credit”) dated as of August 27, 2008, among ENVERSA COMPANIES LLC (the “Borrower”) and INTERNET UNIVERSITY, INC. (the “Lender”). All capitalized terms used but not defined herein shall have the same meanings herein as in the Line of Credit.
REVOLVING LINE OF CREDIT NOTE August 27, 2008Revolving Line of Credit Note • February 27th, 2009 • Cornerworld Corp • Transportation services • Texas
This Revolving Line of Credit Note (the “Note”) is made and entered into as of the date set forth above by Enversa, LLC, a Texas limited liability company (“Borrower”), in favor of Internet University, Inc., a Texas corporation (“Payee”).
STOCK PURCHASE AGREEMENT BY AND AMONG WOODLAND HOLDINGS CORP., CORNERWORLD CORPORATION, NED B. TIMMER AND HCC FOUNDATION FOR 100% OF THE ISSUED AND OUTSTANDING COMMON STOCK OF WOODLAND WIRELESS SOLUTIONS, LTD., 100% OF THE ISSUED AND OUTSTANDING...Stock Purchase Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 23, 2009 by and among Woodland Holdings Corp., a Delaware corporation (“Buyer”), CornerWorld Corporation, a Nevada corporation and the sole member of Buyer (“CornerWorld”), Ned B. Timmer, an individual (“Timmer”) and HCC Foundation, a Michigan not-for-profit corporation (“HCC”; each of Timmer and HCC, a “Seller” and collectively, the “Sellers”), for the sale and purchase of an aggregate of 1,000 shares of common stock of Woodland Wireless Solutions, Ltd., a Michigan corporation (“Woodland”), 40 voting member units of S Squared, L.L.C., an Illinois limited liability company doing business in the state of Michigan as “Ranger Wireless LLC” (“Ranger”), 1,000 voting member units of West Michigan Co-Location Services, L.L.C., a Michigan limited liability company (“WMCLS”) and 1,000 voting member units of T2 TV, L.L.C., a Michigan limited liability company (“T2 TV”; each of Woodland, Ranger, WMCLS and T2 TV, a “Co
GUARANTYGuaranty • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
THIS GUARANTY, is entered into as of February 23, 2009, by Cornerworld Corporation (“Parent”), Cornerworld Inc. (“CW”), Enversa Companies LLC (“Enversa”), Woodland Holdings Corp. (“Buyer”), West Michigan Co-Location Services, LLC (“West Michigan”), Woodland Wireless Solutions Ltd. (“Woodland Wireless”), T2 TV, LLC (“T2”) and S Squared, LLC (“Ranger”, and together with Parent, CW, Enversa, Buyer, West Michigan, Woodland Wireless and T2 (the “Guarantors”), in favor of and for the benefit of Ned B. Timmer (the “Lender”).
COMMON STOCK PURCHASE WARRANT To Purchase 31,450,000 Shares of Common Stock of CORNERWORLD CORPORATIONCommon Stock Purchase Warrant • February 27th, 2009 • Cornerworld Corp • Transportation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ned B. Timmer or his 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 February 23, 2016 (the “Termination Date”) to purchase up to 31,450,000 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 Stock Purchase Agreement by and among Woodland Holdings Corp., the Company, Ned B. Timmer and HCC Foundation (“the Agreement”). The aggregate purchase price of the Warrant Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Oberon Securities, LLCLetter Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
This letter agreement (this “Agreement”) is by and between Cornerworld Corporation (together with its affiliates, successors and assigns, “Cornerworld”) and Oberon Securities, LLC (together with its affiliates, successor and assigns, “Oberon”). As used herein, the term “affiliate” means, in respect of any specified person or entity, any other person or entity who, directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specified person or entity. For purposes of the foregoing definition, “control” (including the terms “controlled by” and “under common control with”) when used in respect of any specified person or entity means the power to direct the management and policies of such specified person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise.
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • Michigan
THIS AGREEMENT (the “Agreement”), dated as of February 23, 2009 and effective as of the Closing Date (as defined below), if one occurs, is by and between Woodland Wireless Solutions, Ltd., a Michigan corporation (the “Company”), and Ned Timmer (“Executive”). Capitalized terms used herein are defined in Section 9 and throughout this Agreement.
CONSULTING AGREEMENTConsulting Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
THIS AGREEMENT, made and entered into, and effective this 23rd day of February, 2009 (the “Effective Date”), by and between Cornerworld Corporation, a Nevada corporation with its principal place of business at 12222 Merit Drive, Suite 120, Dallas, Texas 75251 (the “Corporation”), and Peter Lazor, an individual (“Consultant”).
EARN-OUT AGREEMENTEarn-Out Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
This EARN-OUT AGREEMENT (this “Agreement”), dated as of February 23, 2009 and effective as of the Closing Date (as defined below), if one occurs, is by and between Woodland Holdings Corp., a Delaware corporation (“Buyer”) and Ned Timmer, an individual (“Seller”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
This Subscription Agreement (this “Agreement”) is made as of February 23, 2009 by and between Cornerworld Corporation (the “Company”), a Nevada corporation, with offices at 12222 Merit Drive, Suite 120, Dallas, Texas 75251 and IU Investments, LLC, a Texas limited liability company (the “Subscriber”).
ContractPledge and Security Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
PLEDGE AND SECURITY AGREEMENT, dated as of February 23, 2009 (as amended, supplemented or modified from time to time, this “Agreement”), made by Woodland Holdings Corp. (“Buyer”), Woodland Wireless Solutions Ltd. (“Woodland Wireless”), S Squared, LLC (“Ranger”), West Michigan Co-Location Services, LLC (“West Michigan”), T2 TV, LLC (“T2”, and together with Buyer, Woodland Wireless, Ranger and West Michigan, “Grantor”) in favor of Ned B. Timmer (“Secured Party”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Debenture (as defined below).
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,...Security Agreement • February 27th, 2009 • Cornerworld Corp • Transportation services • New York
THIS DEBENTURE is a duly authorized and validly issued Debenture of Woodland Holdings Corp., a Delaware corporation (“Buyer”) and Cornerworld Corporation, a Nevada corporation (“Cornerworld”, together with the Buyer, the “Issuers”), designated as their Secured Debenture (the “Debenture”). This Debenture is issued pursuant to that certain Stock Purchase Agreement, dated as of the date hereof, by and among the Issuers, Ned B. Timmer and HCC Foundation (as may be amended or supplemented from time to time, the “Purchase Agreement”).
