0000892712-13-000121 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2013 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc.

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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COMMON STOCK PURCHASE WARRANT
Security Agreement • March 18th, 2013 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc.

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ARI Network Services, Inc., a Wisconsin corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 18th, 2013 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 12, 2013, between ARI Network Services, Inc., a Wisconsin corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 18th, 2013 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • Wisconsin

This Third Amendment (the “Amendment”), dated effective as of March 12, 2013, 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”).

FIRST AMENDMENT TO SECURED NON-NEGOTIABLE SUBORDINATED PROMISSORY NOTE
Secured Non-Negotiable Subordinated Promissory Note • March 18th, 2013 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • Delaware

This First Amendment to Secured Non-Negotiable Subordinated Promissory Note (this “Amendment”) is entered into as of March 15, 2013, between ARI Network Services, Inc., a Wisconsin corporation (the “Issuer”), and Michael D. Sifen, Inc., a Virginia corporation (the “Holder”).

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