EXHIBIT 10.16
WARRANT AGREEMENT
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇▇ or
immediately if ▇▇. ▇▇▇▇▇▇▇'▇ 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 the Company into or
with another company (unless such company is less than fifty percent (50%) of
the size (measured by market value) of the Company) or reverse merger with
another company; and (ii) 300,000 Warrant Shares will vest immediately upon the
Company achieving a $25 million market cap for ten (10) consecutive trading days
and a price per share of not less than $0.50. The Warrant Shares granted
hereunder must be exercised by the tenth anniversary of the date of vesting or
shall be forfeited by ▇▇. ▇▇▇▇▇▇▇. All Warrant Shares granted hereunder shall
have a "cashless" exercise provision, which enables ▇▇. ▇▇▇▇▇▇▇ to give up a
portion of his Warrant Shares in order to exercise others without paying cash
for them. The number of warrant shares shall be prorate adjusted if the
assumption that the initial total number of outstanding shares of public Common
Stock of the surviving Company is different from twenty million (20,000,000)
shares of Common Stock. Further, the number, kind and strike price of the stock
Warrant Shares granted hereunder shall be appropriately and equitably adjusted
to reflect any stock dividend, stock split, spin-off, split-off, extraordinary
cash dividend, recapitalization, reclassification or other major corporate
action affecting the stock of the Company to the end that after such event ▇▇.
▇▇▇▇▇▇▇'▇ proportionate interest in the Company shall be maintained as before
the occurrence of such event. ▇▇. ▇▇▇▇▇▇▇ shall also receive payment of any cash
dividend or stock dividend declared and paid by the Company as if ▇▇. ▇▇▇▇▇▇▇
had already exercised all of his Warrant Shares, including unvested Warrant
Shares.
Date: November 1, 2004
Grantee: ___________________________
Aziz ▇▇▇▇▇▇▇
▇▇▇▇▇ WAY, INC.
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▇▇▇▇ ▇▇▇▇▇▇
President & CEO
WARRANT AGREEMENT
AMENDMENT NO. 1
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ will be granted a warrant, to acquire 1,150,000 shares of the
Company's common stock at an exercise price of $0.010 per share (the "Warrant
Shares") to vest as follows: (i) 60,000 Warrant Shares shall vest monthly each
of the first twelve months from February 2, 2005 through the term of an
Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ or immediately if ▇▇. ▇▇▇▇▇▇▇'▇ 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 the Company into or with another company (unless such
company is less than fifty percent (50%) of the size (measured by market value)
of the Company) or reverse merger with another company; and (ii) 430,000 Warrant
Shares will vest immediately upon the Company achieving a $20 million market cap
for ten (10) consecutive trading days and a price per share of not less than
$0.50. The Warrant Shares granted hereunder must be exercised by the tenth
anniversary of the date of vesting or shall be forfeited by ▇▇. ▇▇▇▇▇▇▇. All
Warrant Shares granted hereunder shall have a "cashless" exercise provision,
which enables ▇▇. ▇▇▇▇▇▇▇ to give up a portion of his Warrant Shares in order to
exercise others without paying cash for them. Further, the number, kind and
strike price of the stock Warrant Shares granted hereunder shall be
appropriately and equitably adjusted to reflect any stock dividend, stock split,
spin-off, split-off, extraordinary cash dividend, recapitalization,
reclassification or other major corporate action affecting the stock of the
Company to the end that after such event ▇▇. ▇▇▇▇▇▇▇'▇ proportionate interest in
the Company shall be maintained as before the occurrence of such event. ▇▇.
▇▇▇▇▇▇▇ shall also receive payment of any cash dividend or stock dividend
declared and paid by the Company as if ▇▇. ▇▇▇▇▇▇▇ had already exercised all of
his Warrant Shares, including unvested Warrant Shares. The Company shall at
earliest opportunity include the warrants in a proper registration statement.
Date: March 21, 2005
Grantee: ___________________________
▇▇▇▇ ▇▇▇▇▇▇▇
NETFRAN DEVELOPMENT CORP.
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▇▇▇▇ ▇▇▇▇▇▇
President & CEO
