STOCK CANCELLATION AGREEMENTStock Cancellation Agreement • May 6th, 2008 • Ariel Way Inc • Patent owners & lessors • Virginia
THIS STOCK CANCELLATION AGREEMENT (this “Agreement”) is made and entered into effective as of April 25, 2008, by and between Ariel Way, Inc., a Florida corporation (the “Company”), and Arne Dunhem (the “Stockholder”).
Security AgreementSecurity Agreement • May 6th, 2008 • Ariel Way Inc • Patent owners & lessors • Texas
Ariel Way, Inc., a Florida corporation, and its wholly-owned subsidiary, Lime Truck Acquisition Corporation, a Delaware corporation (collectively, the “Debtor”)
AGREEMENT AND PLAN OF MERGER by and among ARIEL WAY, INC., LIME TRUCK ACQUISITION CORPORATION, LIME MEDIA, LLC, LIME TRUCK, INC., MELODY MAYER, HEATH HILL AND CHARLES WARREN Dated Effective as of April 30, 2008Merger Agreement • May 6th, 2008 • Ariel Way Inc • Patent owners & lessors • Texas
EXHIBIT B ACQUISITION PLEDGE AND ESCROW AGREEMENTAcquisition Pledge and Escrow Agreement • May 6th, 2008 • Ariel Way Inc • Patent owners & lessors • Texas
THIS ACQUISITION PLEDGE AND ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into effective as of April 30, 2008 (the “Effective Date”), by and among ARIEL WAY, INC., a Florida corporation (the “Pledgor”), Melody Mayer, Heath Hill and Charles Warren (individually, a “Pledgee,” and collectively, the “Pledgees”) and Leggett & Clemons, PLLC, as escrow agent (the “Escrow Agent”). This Agreement is entered into pursuant to the terms of Acquisition Promissory Notes issued to the Pledgees pursuant to the terms of the Agreement and Plan of Merger by and among the Pledgor, Lime Truck Acquisition Corporation, a Delaware corporation (the “Buyer Sub”), Lime Media, LLC, a Texas limited liability company, the Pledgors, and Lime Truck, Inc.1, a Texas corporation, dated of even date herewith (the “Merger Agreement”). Defined terms used herein shall have the same meaning as set forth in the Merger Agreement, unless otherwise indicated.
EXHIBIT EPromissory Note • May 6th, 2008 • Ariel Way Inc • Patent owners & lessors • Texas
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
EXHIBIT J ADVERTISING PLACEMENT AGREEMENTAdvertising Placement Agreement • May 6th, 2008 • Ariel Way Inc • Patent owners & lessors
THIS ADVERTISING PLACEMENT AGREEMENT, dated as of April 28, 2008 (this "Agreement"), is made by and among Ariel Way, Inc., a Florida corporation (the "Buyer"), Lime Truck Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of the Buyer (the "Buyer Sub" or “Lime Truck”), Lime Media, LLC, a Texas limited liability company (the "Company"), Lime Truck, Inc., a Texas corporation (the “Company Affiliate”), Melody Mayer, Heath Hill and Charles Warren, all of the members of the Company (the "Members").
EXHIBIT I EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2008 • Ariel Way Inc • Patent owners & lessors • Texas
This Employment Agreement (this “Agreement”) is made and entered into effective as of the Effective Time (the filing of the Certificate of Merger as set forth herein) by and between Lime Truck Acquisition Corporation, a Delaware corporation (“Employer”) and a wholly-owned subsidiary of Ariel Way, Inc., a Florida corporation, and Melody Mayer (“Employee”), with reference to the following facts:
ACQUISITION PROMISSORY NOTE April 30, 2008Acquisition Promissory Note • May 6th, 2008 • Ariel Way Inc • Patent owners & lessors • Texas
FOR VALUE RECEIVED, the undersigned, ARIEL WAY, INC., a Florida corporation (the “Company”), promises to pay to ___________________ or permitted assigns (the “Lender”) at 401 Willowcrest Lane Rockwall, TX 75032, or such other address as the Lender shall specify in writing, and subject to Section 1 below, the principal sum of ___________________________ U.S. Dollars and 00/100 ($______________) (the “Principal Amount”) in one installment in immediately available United States’ funds due upon the earlier of (i) either the earlier of (a) 45 days after the Company’s completion of the audit of the Financial Statements in accordance with Section 1.7(b) of the Merger Agreement, or (b) June 30, 2008; or (ii) the occurrence and continuance of an Event of Default (as hereinafter defined), together with interest at the annual rate of eight percent (8%) on the unpaid principal balance. This Acquisition Promissory Note (this “Note”) is being issued pursuant to Section 1.7(b) of the Agreement and Pl
