ASSET PURCHASE AGREEMENT, DATED APRIL 27, 2009, BY AND AMONG ARI NETWORK SERVICES, INC., CHANNEL BLADE TECHNOLOGIES CORP., CHARLES LEWIS AND MICHAEL SIFENAsset Purchase Agreement • May 1st, 2009 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated April 27, 2009, is by and among ARI NETWORK SERVICES, INC., a Wisconsin corporation (the “Buyer”), CHANNEL BLADE TECHNOLOGIES CORP., a Virginia corporation (the “Seller”), CHARLES LEWIS (“Lewis”) and MICHAEL SIFEN (“Sifen,” and together with Lewis, individually a “Shareholder” and collectively, the “Shareholders”).
SUBORDINATED SECURITY AGREEMENTSubordinated Security Agreement • May 1st, 2009 • Ari Network Services Inc /Wi • Services-computer programming, data processing, etc. • Delaware
THIS SUBORDINATED SECURITY AGREEMENT (this “Security Agreement”), dated as of April 27, 2009, is entered into by and between ARI NETWORK SERVICES, INC., a Wisconsin corporation, (the “Debtor”), and CHANNEL BLADE TECHNOLOGIES CORP., a Virginia corporation (the “Secured Party).
THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE BANK DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE SUBORDINATION AGREEMENT EFFECTIVE AS OF APRIL 27, 2009,...Ari Network Services Inc /Wi • May 1st, 2009 • Services-computer programming, data processing, etc. • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE RESOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR UNLESS ISSUER RECEIVES AN OPINION OF HOLDER’S OR ANY SUBSEQUENT HOLDER’S COUNSEL, SATISFACTORY TO ISSUER, OR A “NO ACTION” LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION, SATISFACTORY TO ISSUER, THAT SUCH TRANSFER MAY BE EFFECTED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND AN OPINION OF HOLDER’S OR ANY SUBSEQUENT HOLDER’S COUNSEL, SATISFACTORY TO ISSUER, THAT SUCH TRANSFER MAY BE EFFECTED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SUCH APPLICABLE STATE SECURITIES LAWS.
