Ariel Way, Inc. (fka AWYI)

[jscot]

s consideration for the execution of the Stock Purchase Agreement, we issued to Mr. Block a common stock purchase warrant to purchase an aggregate of 75,000,000 shares of our common stock (“SPA Warrant”). In addition, at closing and as consideration for our purchase of the outstanding shares of Government-Buys Stock, we paid or issued to Mr. Block the following: (a) a common stock purchase warrant to purchase an aggregate of 75,000,000 shares of our common stock (the “Acquisition Warrant”), (b) a promissory note in the aggregate principal amount of $500,000 (the “Acquisition Note”), and (c) a promissory note in the aggregate principal amount of $600,000 (the “Five Year Note”).

The SPA Warrant and Acquisition Warrant are exercisable for a period of ten years from the date of issuance at an exercise price of $0.0005 per share, contain certain anti-dilution provisions, a “cashless exercise” provision, and other customary provisions.
Effective as of the closing date, Government-Buys entered into an employment agreement with Mr. Block pursuant to which Government-Buys agreed to employ Mr. Block as Executive Vice President, Sales. The employment agreement is for a term of twenty four (24) months and will automatically renew for successive additional one year periods unless, 30 days prior to the expiration of any such term, Government-Buys or Mr. Block elects not to renew the agreement. The agreement is terminable at will following the initial twenty-four (24) month term, will automatically terminate upon Mr. Block’s death or disability, or, during the initial twenty-four (24) month term, for cause upon thirty days’ prior written notice. We agreed to pay Mr. Block a base salary of $12,900 per month and to provide a 50% annual bonus in the event certain performance criteria are met. In addition, Mr. Block shall participate in a commission plan for an additional 20% of the gross margin of revenue generated from sales or services originated by Mr. Block which bonus shall be paid on a quarterly basis in arrears and in all cases subject to Mr. Block’s collection of the proceeds from such sale or provision of services. Also, Mr. Block may participate in our employee benefit and welfare plans and in our employee stock option plan.

http://www.sec.gov/Archives/edgar/data/1145254/000114420411021525/v218243_8k.htm