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(EXHIBIT 2 TO SCHEDULE 13D)
REGISTRATION RIGHTS AGREEMENT
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THIS AGREEMENT, made as of the 15th day of September, 1998, by and
between ARI Network Services, Inc., a Wisconsin corporation (the "Company"), and
the undersigned initial Holder (as defined below).
W I T N E S S E T H:
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WHEREFORE, in consideration of the mutual covenants herein contained
and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Definitions. The following terms shall be used in this Agreement
with the following respective meanings:
"Affiliate" means (i) any Person directly or indirectly controlling,
controlled by or under common control with another Person; (ii) any Person
owning or controlling ten (10%) percent or more of the outstanding voting
securities of such other Person; (iii) any officer, director or partner of such
Person; and (iv) if such Person is an officer, director or partner, any such
company for which such Person acts in such capacity.
"Asset Purchase Agreement" means the Asset Purchase Agreement dated as
of September 15, 1998, by and between the Company and the undersigned initial
Holder.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the Company's Common Stock, $.001 par value per
share.
"Exchange Act" means the Securities Exchange Act of 1934, or any
successor Federal statute, and the rules and regulations of the Commission (or
of any other Federal agency then administering the Exchange Act) thereunder, all
as the same shall be in effect at the time.
"Holder" means any holder of Registrable Stock.
"NASD" means the National Association of Securities Dealers, Inc.
"Person" means any natural person, partnership, corporation or other
legal entity.
"Registrable Stock" means (a) the Common Stock issued in accordance
with the Asset Purchase Agreement, and (b) any other shares of Common Stock
issued in respect of such shares by way of a stock dividend, or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation, share exchange or reorganization; provided, however,
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that Common Stock will cease to be Registrable Stock (i) following sale thereof
pursuant to Rule 144 under the Securities Act or pursuant to a Registration
Statement, or (ii) if the Common Stock is then immediately salable pursuant to
Rule 144(k) under the Securities Act.
"Registration Expenses" means all expenses incident to the Company's
performance of or compliance with Sections 2 through 4 hereof, which shall
include, without limitation, the following costs and expenses, whether or not
the Company is otherwise expressly required to pay such amounts herein: (i) all
registration, filing and NASD fees, (ii) all fees and expenses of complying with
securities or blue sky laws, (iii) all word processing, duplicating, printing
and electronic filing expenses, (iv) all messenger and delivery expenses, (v)
the fees and disbursements of the Company's counsel (but not counsel for the
Holders) and the Company's independent public accountants, including the
expenses of any special audits required by or incident to such performance and
compliance, and (vi) premiums and other costs of policies of insurance (if any)
against liabilities arising out of the public offering of the Registrable Stock
being registered if the Company desires such insurance; provided, that in any
case where Registration Expenses are not to be borne by the Company, such
expenses shall not include (i) salaries of Company personnel or general overhead
expenses of the Company, (ii) auditing fees, (iii) premiums or other expenses
relating to liability insurance if the Company desires such insurance or (iv)
other expenses for the preparation of financial statements or other data, to the
extent such data is normally prepared by the Company in the ordinary course of
its business or would have been incurred by the Company had no public offering
taken place.
"Registration Statement" means a registration statement filed by the
Company with the Commission for a public offering and sale of securities of the
Company (other than a registration statement on Form X-0, Xxxx X-0, or successor
form).
"Securities Act" means the Securities Act of 1933, or any successor
Federal statute, and the rules and regulations of the Commission (or of any
other Federal agency then administering the Securities Act) thereunder, all as
the same shall be in effect at the time.
2. Required Registration. (a) At any time after September ____, 1999
[INSERT DATE ONE YEAR AFTER CLOSING DATE], the Holder or Holders of at least
fifty percent (50%) of all Registrable Stock (the "Initiating Holders") may by
notice in writing to the Company request the Company to register under the
Securities Act on an appropriate Registration Statement form all or any portion
of shares of Registrable Stock held by such requesting Holder or Holders for
disposition in accordance with the intended method of disposition stated in the
request. Notwithstanding anything to the contrary contained herein, the Company
shall not be required to seek to cause a Registration Statement to become
effective pursuant to this Section 2: (A) within 120 days after the effective
date of a Registration Statement filed by the Company, provided that the Company
shall use commercially reasonable efforts to achieve effectiveness of a
registration requested hereunder promptly following such 120-day period if such
request is made during such 120-day period; (B) if within thirty (30) days
following receipt of the request of the Initiating Holders the Company elects to
initiate a Registration Statement for the sale of stock by it, in which case
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Section 3 shall control; (C) if the Initiating Holders' notice is received after
the Company received a demand request from other persons holding demand
registration rights so long as the Company is diligently pursuing such
registration, in which case Section 3 shall control; or (D) if the Company shall
furnish to Holders a certificate signed by the chief executive officer of the
Company stating that in the good faith judgment of the Company it would be
seriously detrimental to the Company or its shareholders for a registration
statement to be filed in the near future due to pending Company events, or that
it would require disclosure of material non-public information relating to the
Company which, in the reasonable opinion of the Company, should not be
disclosed, in which case the Company's obligation to comply with this Section 2
shall be deferred for a period not to exceed ninety (90) days from the date of
receipt of written request from such Holders.
(b) Following receipt of any notice given under this Section 2 by
Holders of Registrable Stock, the Company shall promptly (and in any event
within 10 business days) notify all Holders from whom notice has not been
received that such registration is to be effected and shall use all commercially
reasonable efforts to register under the Securities Act the number of shares of
Registrable Stock specified in such notice (and in all notices received by the
Company from other Holders within twenty (20) days after the giving of such
notice by the Company to such other Holders).
(c) If the Initiating Holders intend to distribute the Registrable
Stock covered by their request made pursuant to Section 2 by means of an
underwritten public offering, they shall so advise the Company as a part of such
request. The underwriter shall be selected by the Company, subject to the
approval of a majority in interest of the Initiating Holders (determined on the
basis of the number of Registrable Shares each such Holder has requested for
inclusion), which will not unreasonably be withheld. In such event, the right of
any other Holder to include Registrable Stock in such registration shall be
conditioned upon such Holder participating in such underwriting on the terms
agreed upon between the Initiating Holders and such underwriters. All Holders
proposing to distribute their Registrable Stock through such underwriting shall
(together with the Company as provided in Section 4(j) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting. Notwithstanding any other provision of this
Section 2, if the managing underwriter shall advise the Company in writing (with
a copy of such notice to each Holder requesting registration) that, in its
opinion, the number of securities requested to be included in such registration
(including securities proposed to be sold for the account of the Company)
exceeds the number which can be sold in such offering within a price range
acceptable to the Initiating Holders, the Company will include in such
registration, to the extent of the number which the Company is so advised can be
sold in such offering, (i) first, Registrable Stock requested to be included in
such registration by Holders and up to 150,000 shares (subject to adjustment on
the event of stock dividends, stock splits or the like) of Common Stock held by
WITECH Corporation (or any assignee thereof) as to which so-called "Piggyback"
registration rights apply, pro rata among such Holders and WITECH Corporation
(or assignees thereof) on the basis of the number of securities requested to be
included, (ii) second, all shares proposed to
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be included by the Company in such registration and (iii) third, all shares
other than Registrable Stock requested to be included in such registration by
the holders thereof.
(d) The Company shall be obligated to effect only one registration
under this Section 2. A registration requested pursuant to this Section 2 shall
be deemed to have been effected for purposes hereof only if a registration
statement with respect thereto has become effective, provided that a
registration which does not become effective after the Company has filed a
registration statement with respect thereto solely by reason of the refusal to
proceed by the Initiating Holders (other than a refusal to proceed based upon
the advice of counsel relating to a matter with respect to the Company) shall be
deemed to have been effected by the Company at the request of the Initiating
Holders unless (but only on one occasion) the Initiating Holders shall have
elected to pay all Registration Expenses in connection with such registration.
In addition, a registration statement which has become effective shall not be
deemed to have been effected for purposes hereof if (i) such registration is
interfered with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court for any reason, other than
by reason of some act or omission by any Holder, or (ii) the conditions to
closing specified in the purchase agreement or underwriting agreement entered
into in connection with such registration are not satisfied, other than by
reason of some act or omission by any Holder.
3. Incidental Registration. Each time the Company shall determine to
file a Registration Statement in connection with the proposed offer and sale for
money of Common Stock by it or any of its shareholders, the Company shall give
written notice of its determination to all Holders. Upon the written request of
a Holder given within twenty (20) days after the giving of any such notice by
the Company, the Company will cause all such shares of Registrable Stock, the
Holders of which have so requested registration thereof, to be included in such
Registration Statement, all to the extent requisite to permit the sale by the
prospective seller or sellers of the Registrable Stock so registered. If the
Registration Statement is to cover an underwritten distribution, the Company
shall cause the Registrable Stock requested for inclusion pursuant to this
Section 3 to be included in the underwriting on the same terms and conditions as
the securities otherwise being sold through the underwriters. If, in the good
faith judgment of the managing underwriter of such public offering, the
inclusion of all of the Registrable Stock would interfere with the successful
marketing of a smaller number of shares to be offered, then the number of shares
of Registrable Stock and other securities to be included in the offering (other
than shares to be sold by the Company or by any other party or parties pursuant
to demand registration rights granted to them) shall be reduced to the required
level with the participation in such offering to be pro rata among the holders
thereof, based upon the number of shares of Registrable Stock and other
securities owned by such holders.
4. Registration Procedures. If and whenever the Company is required by
the provisions of Section 2 or 3 hereof to effect the registration of shares of
Registrable Stock under the Securities Act, the Company will, at the expense of
the Company, as expeditiously as reasonably practicable:
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(a) In accordance with the Securities Act and the rules and regulations
of the Commission, prepare and file with the Commission a Registration Statement
with respect to such securities and use its commercially reasonable efforts to
cause such Registration Statement to become and remain effective until the
earlier of (i) 180 days after initial effectiveness of such Registration
Statement, (ii) the time when the Common Stock subject to the Registration
Statute is no longer Registrable Stock, or (iii) the time when the securities
covered by such Registration Statement have been sold, and prepare and file with
the Commission such amendments to such Registration Statement (and use its
commercially reasonable efforts to cause post-effective amendments to become and
remain effective) and supplements to the prospectus contained therein as may be
necessary to keep such Registration Statement effective and such Registration
Statement and prospectus accurate and complete for such time period;
(b) Furnish to the participating Holders such reasonable number of
copies of the Registration Statement (including all exhibits thereto),
preliminary prospectus, final prospectus and such other documents as such
participating Holders may reasonably request in order to facilitate the public
offering of such securities;
(c) Use its commercially reasonable efforts to register or qualify the
securities covered by such Registration Statement under such state securities or
blue sky laws of such jurisdictions (i) as shall be reasonably appropriate for
the distribution of the securities covered by such Registration Statement or
(ii) as such participating Holders may reasonably request within twenty (20)
days following the original filing of such Registration Statement, except that
the Company shall not for any purpose be required to execute a general consent
to service of process, to subject itself to taxation, or to qualify to do
business as a foreign corporation in any jurisdiction where it is not so
qualified;
(d) Notify the Holders participating in such registration, promptly
after it shall receive notice thereof, of the date and time when such
Registration Statement and each post-effective amendment thereto has become
effective or a supplement to any prospectus forming a part of such Registration
Statement has been filed;
(e) Notify the Holders participating in such registration promptly of
any request by the Commission or any state securities commission or agency for
the amending or supplementing of such Registration Statement or prospectus or
for additional information and prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as, in the opinion of
counsel to the Company, may be necessary to comply with the provisions of the
Securities Act and any state securities or blue sky laws with respect to the
disposition of all securities covered by such registration statement;
(f) Prepare and file with the Commission, and immediately notify such
participating Holders of the need to file and of the filing of, such amendments
or supplements to such Registration Statement or prospectus as may be necessary
to correct any statements or omissions
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if, at the time when a prospectus relating to such securities is required to be
delivered under the Securities Act, any event has occurred as the result of
which any such prospectus or any other prospectus as then in effect would
include an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading;
(g) In case any of such participating Holders or any underwriter for
any such Holders is required to deliver a prospectus at a time when the
prospectus then in circulation is not in compliance with the Securities Act or
the rules and regulations of the Commission, prepare promptly upon request such
amendments or supplements to such Registration Statement and such prospectus as
may be necessary in order for such prospectus to comply with the requirements of
the Securities Act and such rules and regulations;
(h) Advise such participating Holders, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the
Commission or any state securities commission or agency suspending the
effectiveness of such Registration Statement or the initiation or threatening of
any proceeding for that purpose and promptly use reasonable best efforts to
prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued;
(i) Use its commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission and shall make generally
available as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act;
(j) In the event of any underwritten public offering, enter into an
underwriting agreement with such underwriters for such offering, such agreement
to be reasonably satisfactory in substance and form to the Company and to
contain such representations and warranties by the Company and such other terms
as are generally prevailing in agreements of such type, including, without
limitation, indemnities to the effect and to the extent provided in Section 6
hereof;
(k) Cause all such shares of Registrable Stock to be listed on each
securities exchange or automated inter-dealer quotation system on which similar
securities issued by the Company are then listed;
(l) Provide a transfer agent, registrar and CUSIP number for all such
Registrable Stock, in each case not later than the effective date of such
registration;
(m) Permit one representative of the Holders and counsel for the
Holders to participate in the preparation of such registration statement,
provided such representative executes a confidentiality agreement prepared by
the Company and reasonably acceptable to such representative;
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(n) Obtain a cold comfort letter from the Company's independent public
accountants in customary form and covering such matters of the type customarily
covered by cold comfort letters as the Initiating Holders (or in the case of a
registration pursuant to Section 3 hereof, Holders of a majority in interest of
the Registrable Stock being sold) reasonably request;
(o) Not effect a public sale or distribution of its equity securities
or securities convertible into or exchangeable or exercisable for any of such
securities during the seven days prior to and the 90 days after any registration
pursuant to Section 2 has become effective, except (i) as part of such
registration, (ii) pursuant to registrations on Form S-8 or Form S-4 under the
Securities Act or any successor or similar form or (iii) as otherwise permitted
by the managing underwriter of such offering (if any); and
(p) Make available for inspection by one representative of the Holders,
any managing underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such representative or underwriter, all relevant financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company's officers, directors, employees and independent accountants to
supply all relevant information reasonably requested by any such representative,
underwriter, attorney, accountant or agent in connection with such registration
statement, provided the foregoing persons first execute such confidentiality
agreements as reasonably may be required by the Company.
5. Expenses.
(a) The Company shall pay or cause to be paid all Registration Expenses
with respect to any registration effected pursuant to Section 2 or 3.
(b) The Holders shall bear all of their own expenses related hereto,
including without limitation their own underwriting discounts and commissions
and legal fees and expenses and the fees and expenses of any underwriters
(including legal fees and expenses of counsel for the underwriters).
6. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless each Holder of shares
of Registrable Stock which are included in a Registration Statement pursuant to
the provisions of this Agreement, the directors, officers, employees and agents
of such Holder, and any Person who controls such Holder within the meaning of
the Securities Act or the Exchange Act, and each of their successors, from and
against any and all claims, actions, demands, losses, expenses, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Securities Act, the Exchange Act or other federal or state statutory
law or regulation, at common law or otherwise ("Damages"), insofar as such
Damages arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of any material fact contained in such
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Registration Statement (including all documents incorporated therein by
reference) as originally filed or in any amendment thereto, any preliminary or
final prospectus contained therein or any amendment or supplement thereto; (ii)
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities laws, or any rule or regulation
promulgated under any of the foregoing, provided, however, that the Company will
not be liable in any such case to the extent that any such Damages arise out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in reliance upon and in conformity with information
furnished in writing by such Holder for use in the preparation thereof;
provided, further, that the foregoing indemnity shall not inure to the benefit
of any Holder and the officers, directors, agents, employees of the Holder, and
each Person who controls the Holder, to the extent of Damages which arise from a
sale by Holders of Registrable Stock in violation of Section 7 hereof. The
Company will pay to each Person indemnified by the Company pursuant to this
Section 6(a), as incurred, any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim, damage,
liability, or action.
(b) Each Holder of shares of Registrable Stock which are included in a
registration pursuant to the provisions of this Agreement will, severally and
not jointly, indemnify and hold harmless the Company, the directors, officers,
employees and agents of the Company and any person who controls the Company
within the meaning of the Securities Act or the Exchange Act from and against
any and all Damages insofar as such Damages arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
such Registration Statement (including all documents incorporated therein by
reference) as originally filed or in any amendment thereto, any preliminary or
final prospectus contained therein or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was so made in reliance upon and in conformity with information
furnished in writing by such Holder for use in the preparation thereof.
(c) Promptly after receipt by a party to be indemnified pursuant to the
provisions of paragraph (a) or (b) of this Section 6 (an "indemnified party") of
notice of the commencement of any action involving the subject matter of the
foregoing indemnity provisions, such indemnified party will, if a claim thereof
is to be made against the indemnifying party pursuant to the provisions of
paragraph (a) or (b), notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to an indemnified party otherwise than under
this Section 6 and shall not relieve the indemnifying party from liability under
this Section 6 unless such indemnifying party is prejudiced by such omission.
The indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party
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shall not be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel, and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest that
would make such representation inappropriate in the circumstances, (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iii) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising
out of such claim, action, suit or proceeding.
(d) In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either (i) any Holder
exercising rights under this Agreement, or any controlling Person of any such
Holder, makes a claim for indemnification pursuant to this Section 6 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 6 provides for indemnification is
such case, or (ii) contribution under the Securities Act may be required on the
part of any such selling Holder or any such controlling Person in circumstances
for which indemnification is provided under this Section 6; then, and in each
such case, the Company and such Holder will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (including legal and
other expenses reasonably incurred in connection with or defending same) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and the indemnified party, on the other. Relative fault
shall be determined by reference to whether any alleged untrue statement or
omission relates to information provided by the indemnifying party, on the one
hand, or by the indemnified party, on the other hand. The parties agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The provisions of this Section 6 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the officers,
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directors, employees or agents or controlling persons referred to in Section 6
hereof, and will survive the sale by a Holder of securities covered by a
Registration Statement.
(f) The liability of a Holder under this Section 6 shall not exceed an
amount equal to the net proceeds received by a Holder from the sale of
Registrable Stock.
7. Holder Cooperation. Prior to any offers or sales under the
Registration Statement, each Holder agrees to obtain prior confirmation from the
Company that no "Blackout Condition" exists. The Company shall provide such
confirmation (if true) within one business day of the request from a Holder.
"Blackout Condition" means (i) the existence of material, nonpublic information,
(ii) the unavailability of any required financial information as the result of
an actual or proposed acquisition or disposition, or (iii) in the case of a
delayed or continuous offering of the Registrable Stock pursuant to Rule 415
under the Securities Act, the existence of any financing or other transaction,
event or condition which would make it disadvantageous, in the Company's
reasonable opinion, for Registrable Stock to be sold under the Registration
Statement. The one hundred eighty (180) day period specified in Section 4(a)(i)
shall be extended for the duration of any Blackout Condition. In connection with
the registration and sale of the Registrable Stock, each Holder will (i)
cooperate with the Company in preparing the Registration Statement and provide
the Company with all information, documents and agreements that the Company may
deem reasonably necessary, (ii) discontinue offers and sales of the Registrable
Stock under the Registration Statement upon notification of a Blackout Condition
or of any stop order or suspension of effectiveness of the Registration
Statement, (iii) discontinue use of any prospectus following notice by the
Company that the prospectus must be amended or supplemented, (iv) only use the
most recent prospectus included in the Registration Statement, (v) upon
presentation of the stock certificate representing any Registrable Stock sold
under the Registration Statement, certify that the sale was made in accordance
with the terms hereof and the plan of distribution described in the Registration
Statement, and (vi) comply with applicable federal and state securities laws
including without limitation the prospectus delivery requirements under the
Securities Act and the applicable requirements of Rule 10b-5 and Regulation M
under the Exchange Act.
8. Notices. Any notice required or permitted to be given hereunder
shall be in writing and shall be deemed to be properly given when sent by
registered or certified mail, return receipt requested, by Federal Express, DHL
or other guaranteed overnight delivery service or by facsimile transmission,
addressed as follows:
If to the Company: ARI Network Services, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
Fax: (000) 000-0000
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If to a Holder: at the address set forth on the signature page hereof
and if to any other Holder at such Holder's address for notice as set forth in
the register maintained by the Company, or, as to any of the foregoing, to such
other address as any such party may give the others notice of pursuant to this
Section, provided that a change of address shall only be effective upon receipt.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Wisconsin.
10. Waivers; Amendments. No waiver of any right hereunder by any party
shall operate as a waiver of any other right, or of the same right with respect
to any subsequent occasion for its exercise. This Agreement may not be amended
except by a writing executed by the Company and the Holders of at least
two-thirds of the Registrable Stock.
11. Successors and Assigns. A Holder may assign its rights hereunder in
connection with a transfer of the Registrable Stock, provided the disposition
covers at least 40,000 shares of Registrable Stock (as adjusted for stock
dividends, splits, combinations or the like) and the transferee agrees in
writing to the terms hereof. Except for the foregoing, the rights and
obligations hereunder may not be transferred by any party.
12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
13. Prior Understandings. This Agreement represents the complete
agreement of the parties with respect to the transactions contemplated hereby
and supersedes all prior agreements and understandings.
14. Headings. Headings in this Agreement are included for reference
only and shall have no effect upon the construction or interpretation of any
part of this Agreement.
15. Severability. If any provision of this Agreement shall be held to
be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above recited.
ARI NETWORK SERVICES, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxx
Executive Vice President of Business
Development and Administration and
Secretary
XXXXXX & XXXXXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
Executive Vice President -
Sales and Service
Address: 00000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx Xxxxx
Fax: (000) 000-0000
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