WITNESSETHAsset Purchase Agreement • May 2nd, 2005 • Netfran Development Corp • Patent owners & lessors • New York
ARTICLE 1. DEFINITIONS AND INTERPRETATIONSSecurity Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
EXHIBIT 10.5 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into effective as of July 20, 2005, by and between ARIELWAY , INC., a Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a...Termination Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 21, 2005, by and between ARIEL WAY, INC., a Florida corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited...Registration Rights Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
WITNESSETH:Securities Purchase Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
ARTICLE 1Share Exchange Agreement • February 8th, 2005 • Netfran Development Corp • Patent owners & lessors • Florida
EXHIBIT 10.3 RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made and entered into as of February 11, 2003, by and between NETFRAN DEVELOPMENT CORP. ("NETFRAN"), a Florida corporation, and ROBERT STEINBERG (the "Participant"). WHEREAS, the Netfran...Restricted Stock Award Agreement • May 15th, 2003 • Netfran Development Corp • Patent owners & lessors
No. CCP-1 $500,000.00 ARIELWAY, INC. Secured Convertible Debenture Due September 29, 2006 This Secured Convertible Debenture (the "Debenture") is issued by Ariel Way, Inc, a Florida corporation (the "Obligor"), to Cornell Capital Partners, LP (the...Netfran Development Corp • August 9th, 2005 • Patent owners & lessors
GUARANTYGuaranty • May 2nd, 2005 • Netfran Development Corp • Patent owners & lessors • New York
EXHIBIT 2.5 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 15th, 2005 • Netfran Development Corp • Patent owners & lessors • Virginia
EXHIBIT 2.10 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Virginia
WARRANT TO PURCHASE COMMON STOCK OF ARIEL WAY, INC.Netfran Development Corp • August 9th, 2005 • Patent owners & lessors • Delaware
EXHIBIT 10.3 ARIEL WAY, INC. PLACEMENT AGENT AGREEMENTAgent Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
EXHIBIT 10.7 INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 30, 2004, by and among ARIEL WAY, INC., a Delaware corporation (the "Company"), and the undersigned investors (each, an...Investor Registration Rights Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
EXHIBIT 10.1 STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 21st day of July 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and ARIEL WAY, INC., a corporation...Equity Distribution Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
EXHIBIT 10.9 IRREVOCABLE TRANSFER AGENT INSTRUCTIONS September 30, 2004 Interwest Transfer Co., Inc. 1981 East Murray Holladay Road Suite 100 Salt Lake City, Utah 84117 Attention: Ms. Stacie Banks RE: ARIEL WAY, INC. Ladies and Gentlemen: Reference is...Netfran Development Corp • August 9th, 2005 • Patent owners & lessors
BACKGROUNDEscrow Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • March 6th, 2006 • Ariel Way Inc • Patent owners & lessors • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 28, 2006, by and among ARIEL WAY, INC. a corporation organized and existing under the laws of the State of Florida (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership and MONTGOMERY EQUITY PARTNERS, LP, a Cayman Island exempted company ( individually referred to as “Cornell” and “Montgomery” collectively referred to as the “Investors”).
AGREEMENT This Agreement is entered into as of the 20th day of October, 2001, by and between Netvertise, Inc., a Florida corporation ("Netvertise") and Netfran Development Corporation, a Florida corporation ("Netfran"). WHEREAS, the Board of Directors...Agreement • December 19th, 2001 • Netfran Development Corp • Patent owners & lessors • Florida
NETSPACE(R) FRANCHISE AGREEMENTFranchise Agreement • October 25th, 2002 • Netfran Development Corp • Patent owners & lessors • Florida
RECITALS:Pledge and Escrow Agreement • April 15th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 2nd, 2005 • Netfran Development Corp • Patent owners & lessors
AGREEMENT AND PLAN OF MERGER by and among ARIEL WAY, INC., SYREI ACQUISITION LTD., SYREI HOLDING UK LIMITED, SYREI AB, AND SYREI LIMITED Dated as of January 31, 2008 Page 1 of 36Agreement and Plan of Merger • February 22nd, 2008 • Ariel Way Inc • Patent owners & lessors
Note: Prior to entering into this Agreement the Buyer and its advisors have conducted a due diligence investigation of the Company and the Company Sub as per November 30, 2007. Notwithstanding anything stated contrary in this Agreement or elsewhere, the Stockholder, Company and/or Company Sub shall have no liability whatsoever for any Damages relating to or based on facts or circumstances which have been fully disclosed and made available to Buyer or Buyer Sub.
NETSPACE(R) FRANCHISE AGREEMENTFranchise Agreement • October 18th, 2002 • Netfran Development Corp • Patent owners & lessors • Florida
EXHIBIT 10.16 WARRANT AGREEMENT Mr. Aziz Bennani will, upon the completion of an application by Ariel Way, Inc to become a public company or of an acquisition or merger of Ariel Way, Inc. with a public corporate entity making the surviving company a...Warrant Agreement • April 15th, 2005 • Netfran Development Corp • Patent owners & lessors
Mr. Aziz Bennani will, upon the completion of an application by Ariel Way, Inc to become a public company or of an acquisition or merger of Ariel Way, Inc. with a public corporate entity making the surviving company a public company with the Ariel Way, Inc.'s shareholders controlling at least eighty five percent (85%) of the surviving company, be granted a warrant, assuming that the total number of outstanding public shares of the Company is twenty million (20,000,000) shares of Common Stock, to acquire 780,000 shares of the Company's common stock at an exercise price of $0.010 per share (the "Warrant Shares") to vest as follows: (i) 40,000 Warrant Shares shall vest monthly each of the first twelve months during the term of an Employment Agreement with Mr. Bennani or immediately if Mr. Bennani's employment is terminated without cause or for good reason or due to a change in control, sale of a majority of the common stock or substantially all of the assets of the Company or merger of th
EXHIBIT 10.8 INDEPENDENT CONTRACTOR CONSULTING AGREEMENT This agreement ("Agreement") is entered into this 16th day of August, 2004, by and between Ariel Way, LLC ("Ariel Way") having offices at 8000 Towers Crescent Drive, Suite 1200, Vienna, VA 22182...Independent Contractor Consulting Agreement • April 15th, 2005 • Netfran Development Corp • Patent owners & lessors • Virginia
INVESTMENT AGREEMENTInvestment Agreement • March 6th, 2006 • Ariel Way Inc • Patent owners & lessors • New Jersey
THIS INVESTMENT AGREEMENT (the “Agreement”) is dated as of February 28, 2006, by and between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership and MONTGOMERY EQUITY PARTNERS, LTD., a Cayman Islands exempted Company (individually referred to as “Cornell” and “Montgomery” collectively referred to as the “Buyers”), and ARIEL WAY, INC., a corporation organized and existing under the laws of the State of Florida (the “Company”).
ContractAriel Way Inc • September 22nd, 2006 • Patent owners & lessors • Delaware
COMMON STOCK PURCHASE WARRANT AGREEMENT ARIEL WAY, INC.Common Stock Purchase Warrant Agreement • April 12th, 2011 • Ariel Way Inc • Patent owners & lessors
This is to certify that, subject to the provisions of this Common Stock Purchase Warrant Agreement (the “Warrant Agreement”) and for value received, Gary Block (the "Holder"), is entitled to purchase Seventy-Five Million (75,000,000) shares of common stock, $.001 par value per share (the "Common Stock;" that warrant, the “Warrant”), subject to adjustment as set forth herein, of Ariel Way, Inc., a Florida corporation (the "Company"), at any time during the period beginning April 6, 2011 (the “Issue Date”), and ending ten years after the Issue Date (the "Expiration Date"), but not later than 5:00 p.m. Eastern Standard Time on the Expiration Date, at an exercise price of $0.0005 per share, subject to adjustment as set forth herein (the "Exercise Price"). This Warrant is being issued pursuant to the terms of a Stock Purchase Agreement, dated April 6, 2011 (the “Stock Purchase Agreement”), by and among the Company, Government-Buys, Inc., a Maryland corporation, and the Holder.
STOCK PURCHASE AGREEMENT among ARIEL WAY, INC. and dbsXmedia, INC February 15, 2005Stock Purchase Agreement • August 9th, 2006 • Ariel Way Inc • Patent owners & lessors • Virginia
EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2011 • Ariel Way Inc • Patent owners & lessors • Maryland
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of April 6, 2011, by and between Government-Buys, Inc., a Maryland corporation (“Employer”) and a wholly-owned subsidiary of Ariel Way, Inc., a Florida corporation (“Ariel Way”), and Gary Block (“Employee”). Defined terms not otherwise defined herein shall have the meaning ascribed thereto in the Stock Purchase Agreement, dated April 5, 2011, by and among Ariel Way, Employer and Employee (the “Purchase Agreement”).
EXHIBIT 10.6 NETFRAN DEVELOPMENT CORP. STOCK OPTION AGREEMENT Netfran Development Corp. (the "Company"), desiring to afford an opportunity to the Grantee named below to purchase certain shares of the Company's common stock pursuant to the Company's...Stock Option Agreement • May 15th, 2003 • Netfran Development Corp • Patent owners & lessors • Florida
STOCK PURCHASE AGREEMENT By and Among ARIEL WAY, INC., GOVERNMENT-BUYS, INC., and GARY BLOCK April 5, 2011Stock Purchase Agreement • April 12th, 2011 • Ariel Way Inc • Patent owners & lessors • District of Columbia
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into effective as of this 5th day of April, 2011, by and among Ariel Way, Inc., a Florida corporation (the "Purchaser"), Government-Buys, Inc., a Maryland corporation (the "Company"), and Gary Block, the sole stockholder of the Company (the "Stockholder").
WARRANT TO PURCHASE COMMON STOCK OF ARIEL WAY, INC.Ariel Way Inc • September 21st, 2006 • Patent owners & lessors • Florida
This certifies that in consideration of the execution of that certain Promissory Note (the “ Promissory Note ”), dated as of September 26, 2005, as amended, by and between Ariel Way, Inc., a Florida corporation (the “ Company ”), with principal offices at 8000 Towers Crescent Drive, Suite 1220, Vienna, VA 22182, and Mrs. Eva Dunhem, an individual living at address 7901 Ariel Way, McLean, Virginia 22102 (“ Mrs. Dunhem ”) is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at any time during the Exercise Period (as defined below) and with vesting as defined below, up to Two Hundred Thousand (200,000) shares (the “ Number of Warrant Shares ”) of Warrant Stock (as defined below) at a price per share equal to the Warrant Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant
DBSXMEDIA, INC. STOCKHOLDERS AGREEMENTAdoption Agreement • August 9th, 2006 • Ariel Way Inc • Patent owners & lessors • Delaware
This Stockholders Agreement (the “Agreement”) is made as of February 21, 2005, by and among dbsXmedia, Inc., a Delaware corporation (the “Company”), Netfran Development Corp. under name change to Ariel Way, Inc. (the “Investor”) and Zygot, LLC, a Wyoming corporation with Mr. David Howgill and David Lauterbach being the two equal and only members the “Holder” and together collectively with the Investors, the “Stockholders”). The Company, the Holders and the Investor are individually referred to herein as “Party” and are collectively referred to herein as the “Parties.”
