Ariel Way Inc Sample Contracts

WITNESSETH
Asset Purchase Agreement • May 2nd, 2005 • Netfran Development Corp • Patent owners & lessors • New York
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ARTICLE 1. DEFINITIONS AND INTERPRETATIONS
Security Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
WITNESSETH:
Securities Purchase Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Delaware
ARTICLE 1
Share Exchange Agreement • February 8th, 2005 • Netfran Development Corp • Patent owners & lessors • Florida
GUARANTY
Guaranty • May 2nd, 2005 • Netfran Development Corp • Patent owners & lessors • New York
EXHIBIT 2.5 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 15th, 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 2.10 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • Virginia
EXHIBIT 10.3 ARIEL WAY, INC. PLACEMENT AGENT AGREEMENT
Agent Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
BACKGROUND
Escrow Agreement • August 9th, 2005 • Netfran Development Corp • Patent owners & lessors • New Jersey
INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor 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”).

NETSPACE(R) FRANCHISE AGREEMENT
Franchise 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 AGREEMENT
Asset Purchase Agreement • May 2nd, 2005 • Netfran Development Corp • Patent owners & lessors
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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 36
Agreement 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 AGREEMENT
Franchise 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

INVESTMENT AGREEMENT
Investment 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”).

Contract
Ariel 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, 2005
Stock Purchase Agreement • August 9th, 2006 • Ariel Way Inc • Patent owners & lessors • Virginia
EMPLOYMENT AGREEMENT
Employment 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”).

STOCK PURCHASE AGREEMENT By and Among ARIEL WAY, INC., GOVERNMENT-BUYS, INC., and GARY BLOCK April 5, 2011
Stock 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 AGREEMENT
Adoption 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.”

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