SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN DOCUMENTSLoan and Security Agreement • December 4th, 2012 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • Illinois
This Second Amendment to Loan and Security Agreement and Other Loan Documents (this “Amendment”) is made as of November 28, 2012, by and between ARI NETWORK SERVICES, INC., a Wisconsin corporation (“Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation (“Lender”).
BILL OF SALEBill of Sale • December 4th, 2012 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc.
THIS BILL OF SALE (this “Bill of Sale”) dated as of November 28, 2012 executed by Nauni Jo Manty, the Chapter 11 Operating Trustee of Fifty Below Sales & Marketing, Inc., a Minnesota corporation (the “Debtor”), and as the sole equity holder with authority to act on behalf of any and all of its subsidiaries and affiliates (each, an “Affiliate”), including, without limitation, 50 Below Incorporated, a Minnesota corporation, and 50 Below, LLC, a Wyoming limited liability company (collectively, the “Seller”), in favor of Project Viking II Acquisition, Inc. (the “Purchaser”), a wholly-owned subsidiary of ARI Network Services, Inc., as buyer of the retail services division of the Seller (“50 Below RSD”).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 4th, 2012 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • Wisconsin
This Second Amendment (the “Amendment”), dated as of November 28, 2012, is made between ARI Network Services, Inc., a Wisconsin corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (“AST”), to the Rights Agreement between the Company and AST, dated as of August 7, 2003, as amended (the “Rights Agreement”).
ASSUMPTION AND ASSIGNMENT AND TRANSITION SERVICES AGREEMENTAssumption and Assignment and Transition Services Agreement • December 4th, 2012 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • Minnesota
This ASSUMPTION AND ASSIGNMENT AND TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of November 28, 2012 by and between Project Viking II Acquisition, Inc. (the “Assignee”), a wholly-owned subsidiary of ARI Network Services, Inc. (“ARI”), as buyer of the retail services division (“50 Below RSD”) of Fifty Below Sales & Marketing, Inc., a Minnesota corporation (the “Debtor”), from Nauni Jo Manty, the Chapter 11 Operating Trustee of the Debtor (the “Assignor”), and as the sole equity holder with authority to act on behalf of any and all of its subsidiaries and affiliates (each, an “Affiliate”), including, without limitation, 50 Below Incorporated, a Minnesota corporation, and 50 Below, LLC, a Wyoming limited liability company (collectively, the “Seller”).
ContractSecured Non-Negotiable Subordinated Promissory Note • December 4th, 2012 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • Delaware
THIS SECURED NON-NEGOTIABLE SUBORDINATED PROMISSORY NOTE (“NOTE”) IS SUBORDINATED TO ALL “SENIOR DEBT” NOW OR HEREAFTER OWING BY THE ISSUER TO FIFTH THIRD BANK (THE “BANK”), AS PROVIDED IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 28, 2012, AS IT MAY BE AMENDED, RESTATED, MODIFIED OR SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME.
