|
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this " Agreement ")
is made and entered into as of August 27, 2008, by and among
Cornerworld Corporation, a Nevada corporation (the " Company
"), Internet University, Inc., a Texas corporation (" IUI
"), Marc Blumberg (" Blumberg ") and Marc Pickren ("
Pickren "; together with IUI and Blumberg, the "
Stockholders ").
W I T N E S
S E T H :
WHEREAS, contemporaneously herewith the Company is entering into
a Share Exchange Agreement and Plan of Merger (the " Plan of
Merger ") with the Stockholders, Enversa Companies LLC, a Texas
limited liability company and a wholly-owned subsidiary of the
Company (" Enversa "), and Leadstream, LLC, a Texas limited
liability company (" Leadstream ");
WHEREAS, pursuant to the Plan of Merger Enversa will merge with
Leadstream with Enversa as the surviving company (the "
Merger ");
WHEREAS, the Stockholders are the members of Leadstream
immediately prior to the effectiveness of the Merger;
WHEREAS, part of the consideration to be received by the
Stockholders in connection with the Merger consists of 3,600,000
common shares of the Company (the " Company Shares ");
and
WHEREAS, the Company desires to grant certain registration
rights in respect of the Company Shares.
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE 1
REGISTRATION RIGHTS
|
|
1.1
|
Registration Rights .
|
(a) Registrable
Securities . As used in this Agreement " Registrable
Securities " as of any particular time shall mean, to the
extent the same have not been sold to the public, (i) the Company
Shares; (ii) stock issued in respect of Company Shares in any
reorganization; or (iii) stock issued in respect of the Company
Shares as a result of a stock split, stock dividend,
recapitalization or combination; provided , however ,
such shares shall cease to be Registrable Securities at such time
as they are sold by a person in a transaction in which his rights
under this Agreement are not properly assigned; provided further
that such shares shall cease to be Registrable Securities when such
shares become eligible for sale pursuant to Rule 144.
(b) Incidental
Registration . If the Company at any time proposes to register
any of its common stock under the Securities Act for sale to the
public for its own account
-1-
(except with respect to registration statements
on Form S-8 or S-4 or another form not available for registering
the Registrable Securities for sale to the public), each such time
it will give written notice to each of the Stockholders of its
intention to do so. In addition, if on or after the date of this
Agreement the Company has an effective registration statement with
respect to its common stock, it will give notice of such effective
registration statement to each of the Stockholders that such
registration statement is effective. Upon the written request of
any of the Stockholders, given within ten (10) days after receipt
of any such notice, to register any of the Stockholder’s
Registrable Securities (which request must state the intended
method of disposition thereof), the Company will use its
commercially reasonable efforts (as set forth in Section 1.1(c)) to
cause the Registrable Securities as to which registration has been
so requested to be included in the securities to be covered by the
registration statement proposed to be filed by the Company, all to
the extent requisite to permit the sale or other disposition by the
Stockholders (in accordance with its written request) of such
Registrable Securities so registered; provided ,
however , that the Company is not required to include
Registrable Securities in the securities to be registered pursuant
to a registration statement on Form SB-1 (or any other form which
limits the amount of securities which may be registered by the
issuer and/or selling security holders) if, and to the extent, that
such inclusion would make the use of such form unavailable, so long
as no other shares are to be included in the securities to be
registered pursuant to the registration statement for the account
of any person other than the Company. If any registration pursuant
to this Section 1.1 is, in whole or in part, an underwritten public
offering of common stock, any request by a Stockholder pursuant to
this Section 1.1 to register Registrable Securities must specify
that such Registrable Securities are to be included in the
underwriting on the same terms and conditions as the shares of
common stock otherwise being sold through underwriters under such
registration. Notwithstanding anything to the contrary contained in
this Section 1.1, if there is a firm commitment underwritten
offering of securities of the Company pursuant to a registration
statement covering Registrable Securities and a Stockholder does
not elect to sell its Registrable Securities to the underwriters of
securities in connection with such offering, the Stockholder will
refrain from selling such Registrable Securities during the period
of distribution of the Company’s securities by such
underwriters and the period in which the underwriting syndicate
participates in the after market; provided , however
, that the Stockholder, in any event, shall be entitled to sell its
Registrable Securities commencing on the 180th day after the
effective date of such registration statement.
(c) Registration Procedures
and Expenses . If and whenever the Company is required by the
provisions of Section 1.1(b) hereof to use its commercially
reasonable efforts to effect the registration of any of Registrable
Securities under the Securities Act, the Company will, as
expeditiously as possible:
(i) prepare and file with
the Securities and Exchange Commission (the " Commission ")
a registration statement with respect to such securities and use
its commercially reasonable efforts to cause such registration
statement to become and remain effective for the period of the
distribution contemplated thereby (determined as hereinafter
provided);
(ii) prepare and file with the
Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for the
period of the distribution contemplated thereby (determined as
hereinafter provided) and to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable
Securities covered by such
-2-
registration statement in accordance with the
Stockholders’ intended method of disposition set forth in
such registration statement for such period;
(iii) furnish to each Stockholder and to
each underwriter such number of copies of the registration
statement and the prospectus included therein (including each
preliminary prospectus) as such persons may reasonably request in
order to facilitate the public sale or other disposition of the
Registrable Securities covered by such registration statement;
(iv) use its commercially reasonable
efforts to register or qualify the Registrable Securities covered
by such registration statement under the securities or blue sky
laws of such jurisdictions as the Stockholders or, in the case of
an underwritten public offering, the managing underwriter, may
reasonably request;
(v) immediately notify each
Stockholder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the
prospectus contained in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the
circumstances then existing;
(vi) use its commercially reasonable
efforts (if the offering is underwritten) to furnish, at the
request of a Stockholder, on the date that Registrable Securities
are delivered to the underwriters for sale pursuant to such
registration: (A) an opinion, dated as of such date, of
counsel representing the Company for the purposes of such
registration, addressed to the underwriters, stating that such
registration statement has become effective under the Securities
Act and that (i) to the best knowledge of such counsel, no stop
order suspending the effectiveness thereof has been issued and no
proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act, (ii) the registration
statement, the related prospectus, and each amendment or supplement
thereof, comply as to form in all material respects with the
requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder and that such counsel does
not believe that any such registration statement, prospectus,
amendment or supplement contains a misstatement of a material fact
or an omission to state a material fact required to be stated
therein or necessary to make the statements made therein not
misleading (except that such counsel need express no opinion as to
financial statements or financial or statistical data contained
therein) and (iii) to such other effects as may reasonably be
requested by counsel for the underwriters, and (B) a letter
dated such date from the independent public accountants retained by
the Company, addressed to the underwriters, stating that they are
independent public accountants within the meaning of the Securities
Act and that, in the opinion of such accountants, the
Company’s financial statements included in the registration
statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act, and such
letter will additionally cover such other financial matters
(including information as to the period ending no more than five
business days prior to the date of such letter) with respect to the
registration in respect of which such letter is being given as such
underwriters may reasonably request; and
(vii) make available for inspection by the
Stockholders, any underwriter participating in any distribution
pursuant to such registration statement, and any attorney,
-3-
accountant or other agent retained by a
Stockholder or such underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and
cause the Company’s officers, directors and employees to
supply all information reasonably requested by a Stockholder or
such underwriter, attorney, accountant or agent in connection with
such registration statement.
For purposes of paragraphs (i) and (ii) above, the period of
distribution of Registrable Securities in a firm commitment
underwritten public offering is deemed to extend until each
underwriter has completed the distribution of all securities
purchased by it, and the period of distribution of Registrable
Securities in any other registration is deemed to extend until the
sale of all Registrable Securities covered thereby.
In connection with each registration hereunder, each Stockholder
will furnish to the Company in writing such information with
respect to itself and the proposed distribution by it as may be
reasonably necessary in order to assure compliance with federal and
applicable state securities laws. Reasonable compliance with the
obligation to furnish such information is a condition to the rights
afforded to Stockholders hereunder.
If any registration statement is an underwritten public
offering, the right of each Stockholder to registration pursuant to
this Agreement shall be conditioned upon such Stockholder
participating in such reasonable underwriting arrangements as the
Company shall make regarding the offering, and the inclusion of
Registrable Securities in the underwriting shall be limited to the
extent provided herein. The Stockholders and all other shareholders
proposing to distribute their securities through such underwriting
shall (together with the Company and the other shareholders
distributing their securities through such underwriting) enter into
an underwriting agreement in customary form with the managing
underwriter selected for such underwriting by the Company.
Notwithstanding any other provision of this Agreement, if the
managing underwriter concludes in its reasonable judgment that the
number of shares to be registered for selling shareholders
(including the Stockholders) would materially adversely effect such
offering, the number of Registrable Securities to be registered,
together with the number of shares of common stock or other
securities held by other shareholders proposed to be registered in
such offering, shall be reduced on a pro rata basis based on the
number of Registrable Securities proposed to be sold by a
Stockholder as compared to the number of shares proposed to be sold
by all shareholders electing to participate therein (including any
other Stockholder), prior to reducing in any way the amount of the
Co
|