REGISTRATION RIGHTS AGREEMENT
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:
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, 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 15, 1999, 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 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 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:
(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 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;
(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 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 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, 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
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.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above recited.
ARI NETWORK SERVICES, INC.
By:/s/ Xxxx Xxxxxxx
---------------------------
XXXXXX & XXXXXXXX CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Address: 00000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx Xxxxx
Fax: (000) 000-0000
