CornerWorld Corporation (OTCPK:CWRL) executed a non-binding merger agreement to acquire Deportes Media LLC for $0.29 million in stock on February 29, 2016. Pursuant to the merger agreement, Deportes shareholders will be entitled to receive 27.32 shares of CornerWorld common stock for each share of Deportes common stock. A total of 4.5 million shares will be issued as merger consideration, representing an aggregate of 49.34% of issued and outstanding shares of CornerWorld common stock. 0.07 million Series A units of Deportes shall be converted into the right to receive an aggregate of 0.55 million fully paid and non-assessable shares of CornerWorld common stock, the units of membership interests of Deportes issuable upon conversion of outstanding indebtedness of Deportes (other than the debt capital) shall be converted into the right to receive an aggregate of 2.53 million fully paid and non-assessable shares of CornerWorld common stock, and 0.05 million issued and outstanding common units of Deportes shall be converted into the right to receive an aggregate of 1.45 million fully paid and non-assessable shares of CornerWorld common stock. In addition, CornerWorld will issue an additional 3.83 million shares to the additional equity capital investors resulting from the capital raise.

Prior to the closing, CornerWorld shall cause its name to be changed to “Deportes Holdings, Inc.” which name change shall occur simultaneously with the closing of the merger. If Deportes fails to meet the conditions, CornerWorld will be entitled to receive a break-up fee equivalent to 10% of Deportes then outstanding common shares. CornerWorld may close the merger agreement without Deportes completing the conditions. However, CornerWorld will only receive the 10% break-up fee if CornerWorld terminates the merger agreement as a result of Deportes' failure to execute any one of the conditions after May 31, 2016. Should Deportes fail to execute the conditions and CornerWorld does not close the transaction by September 30, 2016, the merger agreement will terminate and CornerWorld will be entitled to a breakup fee equivalent to 10% of Deportes then outstanding common shares.

CornerWorld shall cause all of the members of its Board of Directors to resign. Immediately following the closing, the Board of Directors will consist of seven Directors: David F. Jacobs, Joseph L. Harberg, Eric Neuman, and four designees to be appointed by the outgoing CornerWorld Board. One of the four CornerWorld designated Board members will be appointed Chairman of the Board of Directors by the CornerWorld designees.

The completion of merger agreement is subject to completion of certain conditions by Deportes such as raising of $5 million of equity capital by Deportes, transition services agreement, entering into a credit facility to be used to acquire radio stations and the conversion of debt to equity by Deportes' current debt holders and all existing preferred shares will be converted to common shares. The deal is subject to approval by third parties and Governmental Bodies, Board of Directors, note holders and members of Deportes shall have given all necessary approvals and consents, CornerWorld shall take such actions necessary to spin-off all of its wholly owned Woodland Holdings Corporation subsidiary, including all CornerWorld cash, into a newly formed company, CornerWorld shall take such actions necessary to sell all of its other wholly owned subsidiaries, including but not limited to Enversa Companies, LLC and CornerWorld, Inc. The merger was approved by the Board of Directors of CornerWorld, Board of Managers of Deportes and members of Deportes holding all of the issued and outstanding common units. As of March 18, 2016, the merger agreement became binding after the approval of the merger agreement by more than 75% of Deportes Media shareholders. The agreement will be submitted for approval by the members of Deportes holding issued and outstanding Series A units. David R. Earhart from Gray Reed & McGraw, PC acted as legal advisor for Deportes Media LLC.