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”).
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”).
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS February 28, 2006Ariel Way Inc • March 6th, 2006 • Patent owners & lessors
Reference is made to that certain Investment Agreement (the “Investment Agreement”) of even date herewith by and between Ariel Way, Inc., a corporation organized and existing under the laws of the State of Florida (the “Company”) and Montgomery Equity Partners, Ltd and Cornell Capital Partners, LP (individually referred to as “Cornell” or “Montgomery” and individually referred to as the “Buyers”). Pursuant to the Investment Agreement, the Company has sold to the Buyers, and the Buyers have purchased from the Company Series A Preferred Shares (the “Series A Preferred Shares”) in the aggregate principal amount of One Million Six Hundred Four Thousand Nine Hundred Sixty Six Thousand Dollars and Ninety Six Cents ($1,604,966.96) which is convertible into shares of the Company’s common stock, no par value (the “Common Stock”), at the Buyers’ discretion. These instructions relate to the following stock or proposed stock issuances or transfers:
