Ranger was sold to RWH, an unrelated third party holding company formed for the purpose of acquiring Ranger, for $7.5 million in cash plus, potentially, an additional $800,000 payable in cash upon the execution of a certain contract.
In addition, WWS signed a royalty contract enabling WWS to participate in revenues resulting from Ranger’s acquisition of certain business in the future.
The previous description of the MIPA does not purport to be a complete statement of the parties’ rights and obligations under that agreement and the transactions contemplated thereby. The above description is qualified in its entirety by reference to the MIPA, a copy of which is filed as Exhibit 10.1 herein.
RWH, as the acquirer of Ranger, had no previous association with any of the Company’s directors or officers. With the sale of Ranger, the Company was able to payoff substantially all of its secured creditors while simultaneously substantially improving its ratio of current assets to current liabilities.
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2013, Woodland Wireless Solutions, Ltd. (“WWS”), a wholly owned subsidiary of Woodland Holdings Corporation (“Woodland”), a wholly owned subsidiary of CornerWorld Corporation (the “Company”), sold 100% of the outstanding membership interests of S Squared LLC DBA Ranger Wireless Solutions, LLC “(Ranger”) pursuant to a Membership Interests Purchase Agreement between the Company, WWS and Ranger Wireless Holdings, LLC (“RWH”) (the “MIPA”). Ranger is a shortcode application service provider to the wireless industry whose core service offered is 611 Roaming Service, a patented application providing seamless means for connecting wireless subscribers to reach their home provider’s customer service call center while roaming on another provider’s network.
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