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REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT | Document Parties: Cornerworld Corporation | Internet University, Inc | Leadstream, LLC | Stockholders, Enversa Companies LLC You are currently viewing:
This Registration Rights Agreement involves

Cornerworld Corporation | Internet University, Inc | Leadstream, LLC | Stockholders, Enversa Companies LLC

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Title: REGISTRATION RIGHTS AGREEMENT
Governing Law: Texas     Date: 9/3/2008
Law Firm: Baker McKenzie    

REGISTRATION RIGHTS AGREEMENT, Parties: cornerworld corporation , internet university  inc , leadstream  llc , stockholders  enversa companies llc
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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

 

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(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

 

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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,

 

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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


 
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