EXHIBIT 10.23
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement, dated as of February 12, 2004 (this
"AGREEMENT"), by and among Auto Data Network, Inc., a Delaware corporation (the
"COMPANY"), and the Purchasers (as defined below).
W I T N E S S E T H :
WHEREAS, the Company is offering (the "OFFERING") an aggregate of up to 3,
947,368 shares (subject to increase by exercise of an overallotment option to an
aggregate of up to 4,342,105 shares, and to further increase to an aggregate of
up to 5,514,474 shares in the event of exercise of preemptive rights by certain
holders of the Company's securities) of its Series B Preferred Stock, par value
$.001 per share (the "SERIES B PREFERRED STOCK"), convertible into shares of the
Company's Common Stock, together with Warrants (the "WARRANTS") to purchase
shares of the Common Stock (the securities offered in the Offering being
sometimes hereinafter referred to as the "SECURITIES");
WHEREAS, the Company desires to issue and sell to the persons listed on
Schedule A, attached hereto (each a "PURCHASER," and collectively, the
"PURCHASERS"), the Securities as set forth in one or more Securities Purchase
Agreements entered into or to be entered into by and between the Company and
each Purchaser (the "SECURITIES PURCHASE AGREEMENT");
WHEREAS, the Company and the Purchasers have entered or will have entered
into a Securities Purchase Agreement;
WHEREAS, it is a condition precedent to the consummation of the
transactions contemplated by the Securities Purchase Agreement that the Company
provide for the rights set forth in this Agreement; and
WHEREAS, certain terms used in this Agreement are defined in Section 3
hereof.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
intending to be legally bound, the parties hereto hereby agree as follows:
1. Registration Rights.
1.1 Required Registration. The Company shall use its reasonable best efforts to
prepare and file with the SEC within ninety (90) days following the Initial
Closing Date (as such term is defined in the Securities Purchase Agreement) or
the termination of the Offering, if no final Closing (as such term is defined in
the Securities Purchase Agreement) is held, as the case may be, a registration
statement on Form SB-1 or successor form or another form selected by the Company
that is available to it under the Securities Act which conforms with all
applicable rules and regulations (the "REQUIRED REGISTRATION STATEMENT") with
respect to all the
Registrable Securities beneficially owned by the Purchasers following the final
Closing (as such term is defined in the Securities Purchase Agreement) to permit
the offer and re-sale from time to time of such Registrable Securities in
accordance with the methods of distribution provided by the Purchasers. The
Company shall use its reasonable best efforts to cause the Required Registration
Statement to become effective as promptly as reasonably practicable thereafter,
and in any event no later than June 30, 2004. The Company shall use its
reasonable best efforts to keep such Required Registration Statement
continuously effective (the "EFFECTIVE PERIOD") for a period of one year after
the Required Registration Statement first becomes effective plus whatever period
of time as shall equal any period, if any, during such one year period in which
the Company was not current with its reporting requirements under the Exchange
Act. In the event that (X) the Company does not use its reasonable best efforts
to file within the later to occur of (a) 90 days following the Initial Closing
Date or (b) 45 days following the final Closing, or (Y) the registration
statement is not declared effective within 120 days following the final Closing,
the Company shall incur a penalty for every subsequent 30 day period thereafter
(but with no doubling of the penalty if both conditions are not met). The
penalty for each such 30 day period shall consist of additional Warrants (the
"PENALTY WARRANTS"), on the same terms and conditions as the Warrants initially
issued in this Offering. The number of Penalty Warrants to be issued for each
such 30 day period shall consist, in the aggregate, of that number of Warrants
as would entitle the holders of Shares, in the aggregate, to purchase shares of
Common Stock equal to 2% of the Common Stock into which the Shares are initially
convertible (subject to adjustment for stock splits, reclassification of shares,
etc.). The Penalty Warrants shall be payable to the holders of the Shares pro
rata in accordance with their percentage interest in the outstanding Shares.
Notwithstanding the foregoing, in no event shall the Company be obligated to
issue Penalty Warrants which, in the aggregate, would equal or exceed either of
the following numbers of Penalty Warrants: (A) that number of Penalty Warrants
which would entitle the holders of Shares, in the aggregate, to purchase shares
of Common Stock equal to more than 24% of the Common Stock into which the Shares
are initially convertible (subject to adjustments for stock splits,
reclassification of shares, etc.) or (B) that number of Penalty Warrants which
would entitle the holders of Shares, in the aggregate, to purchase so many
shares of Common Stock as to require shareholder approval for such issuance or
for the Offering as a whole, either under applicable corporate law, the
Company's certificate of incorporation or bylaws, or the rules of any exchange
or other trading market on which the Company's securities are now or hereafter
traded.
To the extent that the Registrable Securities are not sold under the
Required Registration Statement, the Purchasers shall have the registration
rights as enumerated in Sections 1.2, 1.3 and 1.4.
1.2 Demand Registrations.
(a) Requests for Registration. Subject to Sections 1.2(b) and 1.2(e)
below, the Purchasers holding at least 33% of the Registrable Securities (the
"INITIATING HOLDERS") may at any time after the completion of the Effective
Period, or if the Required Registration Statement has not been effective for
more than ninety (90) days immediately preceding any request under
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this Section 1.2(a), request registration under the Securities Act of all or
part of their Registrable Securities on Form S-1, Form S-2, or, if available, on
Form S-3, or any successor form of registration; provided that the Initiating
Holders (together with all other holders of Registrable Securities to be
included in such registration) propose to sell Registrable Securities to the
public of the greater of (i) an aggregate price (calculated based upon the
Market Price of the Registrable Securities on the date of filing of the
Registration Statement with respect to such Registrable Securities) to the
public of at least $1,000,000, or (ii) at least 25% of the then outstanding
Registrable Securities or, if less than (i) or (ii), then (iii) the remaining
Registrable Securities. Each such registration request shall specify the number
of Registrable Securities requested to be registered and if the offering is to
be an underwritten offering. Within ten (10) days after receipt of any such
request, the Company will give written notice of such requested registration to
all other holders of Registrable Securities and, subject to the provisions
hereof, will include in such registration all Registrable Securities with
respect to which the Company has received written requests for inclusion therein
within fifteen (15) days after the holder's receipt of the Company's notice. A
registration requested pursuant to this Section 1.2(a) are referred to herein as
a "DEMAND REGISTRATION."
(b) Number of Registrations. The Purchasers and their permitted
transferees are entitled to request two (2) Demand Registrations, in the
aggregate; provided that if the Company is eligible to file a registration
statement on Form S-3, then the Initiating Holders shall not request a
registration on Form S-1. The Company shall use its reasonable best efforts to
cause any such Demand Registration to become effective promptly, and in any
event no later than one hundred (100) days after it receives a request under
Section 1.2(a) hereof; provided, that such one hundred (100) day period shall be
reduced to sixty (60) days if the Company is filing a Registration Statement on
Form S-3. Except as provided in Section 1.2(c) below, a registration shall not
constitute a Demand Registration until it has become effective and remains
continuously effective for the lesser of (i) the period during which all
Registrable Securities registered in the Demand Registration are sold and (ii)
105 days; provided, however, that a registration shall not constitute a Demand
Registration if (x) after such Demand Registration has become effective, such
registration or the related offer, sale or distribution of Registrable
Securities thereunder is interfered with by any stop order, injunction or other
order or requirement of the SEC or other governmental agency or court for any
reason not attributable to the Initiating Holders and such interference is not
thereafter eliminated or (y) the conditions specified in the underwriting
agreement, if any, entered into in connection with such Demand Registration are
not satisfied or waived, other than by reason of a failure by the Initiating
Holders.
(c) Withdrawal. If a holder of Registrable Securities (each a
"DESIGNATED HOLDER" and collectively, the "DESIGNATED HOLDERS") sends the
Company a written request for inclusion of part or all of such Designated
Holder's Registrable Securities in a registration, such Designated Holder shall
not be entitled to withdraw or revoke such request without the prior written
consent of the Company unless the Designated Holders reimburse the Company for
the registration expenses set forth in Section 1.6(s) with respect to such
Demand Registration. If the Designated Holders fail to reimburse the Company for
such registration expenses, including, but
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not limited to legal and accounting expenses, within thirty (30) days of receipt
of notice of such registration expenses, then such request shall constitute a
Demand Registration, unless such withdrawal or revocation was due to a material
adverse change to the Company.
(d) Priority in Demand Registrations. If a Demand Registration is an
underwritten offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such offering,
exceeds the number of Registrable Securities and other securities, if any, which
can be sold therein without materially and adversely affecting the marketability
of the offering (the "OFFERING QUANTITY"), then the Company will include in such
registration securities in the following priority:
(i) First, for a demand made by the Initiating Holders, all
Registrable Securities owned by the Initiating Holders and the number of
shares to be offered for the account of all other Designated Holders, pro
rata, based on the amount of Registrable Securities held by each such
holder and the amount of Registrable Securities held by all such holders,
on an as converted basis. To the extent more than 22.5% of the Registrable
Securities, so requested to be registered by the Initiating Holders and
the other Designated Holders are excluded from an offering under this
Section 1.2(d) (a "RELOAD Event"), then the Designated Holders shall have
the right to one additional Demand Registration under, and subject to the
limitations of, Section 3.1 upon the occurrence of each Reload Event (but
in no event shall the number of Demand Registrations pursuant to this
Agreement exceed a total of three Demand Registrations).
(ii) Second, the number of shares to be offered for the
account of the Company.
(iii) Third, to the extent (and only to the extent) that the
Offering Quantity exceeds the aggregate amount of securities to be sold in
clauses (i) and (ii), the Company will include in such registration any
other Registrable Securities requested to be included in such offering,
and if the number of such other holders' securities requested to be
included exceeds the Offering Quantity, then the Company shall include
only each such requesting holder's pro rata share of the Offering
Quantity, based on the amount of securities held by such holder, on an as
converted basis; provided, that no shares under clauses (ii) and (iii)
shall be included on the holder's first Demand Registration on Form S-3.
(e) Restrictions on Demand Registrations. The Company will not be
obligated to effect any Demand Registration within 120 days after the effective
date of a previous Demand Registration or other registration of securities of
the Company (other than a shelf registration under Rule 415 of the Securities
Act or a Registration Statement on Form S-8) for the account of the Initiating
Holders (so long as at least two-thirds of the Registrable Securities requested
to be included in such registration by the Initiating Holders were included) or
any other Designated Holder (so long as they had the opportunity to participate
in such registration and at least two-thirds of the Registrable Securities
requested to be included in such registration by the
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Designated Holders were included). Such 120-day period shall be reduced to
seventy five (75) days, if less than two-thirds of the Registrable Securities
requested to be registered are included in such registration. In addition, the
Company will not be obligated to effect more than one Demand Registration within
a nine (9) month period.
(f) Selection of Underwriters. In connection with a Demand
Registration that is an underwritten offering, at the request of the Initiating
Holders or otherwise, the Company shall select a nationally recognized
investment banking firm to administer the offering, such selection to be subject
to the approval of the Initiating Holders which approval shall not be
unreasonably withheld.
1.3 Form S-3 Registration. If the Company is eligible to use Form
S-3 under the Securities Act (or any similar successor form) and shall receive
from a Purchaser and its permitted transferees (the "S-3 INITIATING HOLDERS") a
written request or requests that the Company effect a registration on such Form
S-3, including without limitation, pursuant to Rule 415 of the Securities Act
and any related qualification or compliance with respect to all or part of the
Registrable Securities owned by the S-3 Initiating Holders and its permitted
transferees (provided, that the S-3 Initiating Holders registering Registrable
Securities in such registration (together with all other holders of Registrable
Securities to be included in such registration) propose to sell their
Registrable Securities at an aggregate price (calculated based upon the Market
Price of the Registrable Securities on the date of filing of the Form S-3 with
respect to such Registrable Securities) to the public of no less than
$1,000,000), the Company shall (i) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other holders
of Registrable Securities; and (ii) as soon as practicable, use reasonable best
efforts to file and effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of the Registrable Securities as are
specified in such request, together with all or such portion of the Registrable
Securities of any other holder in the group of holders joining in such request
as is specified in a written request given within fifteen (15) days after the
holder's receipt of such written notice from the Company. No registration
requested by any S-3 Initiating Holders pursuant to this Section 1.3 shall be
deemed a registration pursuant to Sections 1.1 or 1.2.
1.4 Piggyback Registrations.
(a) Right to Piggyback. Whenever the Company proposes to register
any of its securities under the Securities Act (other than pursuant to a Demand
Registration, a registration pursuant to Section 1.3 or a registration on Form
S-4 or S-8 or any successor or similar forms) and the registration form to be
used may be used for the registration of Registrable Securities, whether or not
for sale for its own account, the Company will give prompt written notice (but
in no event less than twenty five (25) days before the anticipated filing date)
to all holders of Registrable Securities, and such notice shall describe the
proposed registration and distribution and offer to all holders of Registrable
Securities the opportunity to register the number of Registrable Securities as
each such holder may request. The Company will include in
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such registration all Registrable Securities with respect to which the Company
has received written requests for inclusion therein within fifteen (15) days
after the holders' receipt of the Company's notice (a "PIGGYBACK REGISTRATION").
(b) Reasonable Efforts. The Company shall use all reasonable best
efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be
included in a Piggyback Registration to be included on the same terms and
conditions as any similar securities of the Company or any other security holder
included therein and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method of distribution thereof.
(c) Withdrawal. Any Designated Holder shall have the right to
withdraw its request for inclusion of its Registrable Securities in any
Registration Statement pursuant to this Section 1.4 by giving written notice to
the Company of its request to withdraw; provided, that in the event of such
withdrawal (other than pursuant to Section 1.4(f) hereof, the Company shall not
be required to reimburse such holder for the fees and expenses referred to in
Section 1.6(s) hereof incurred by such holder prior to such withdrawal, unless
such withdrawal was due to a material adverse change to the Company. The Company
may withdraw a Piggyback Registration at any time prior to the time it becomes
effective.
(d) Priority in Registrations. If a Piggyback Registration is an
underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing (with a copy to each party hereto
requesting registration of Registrable Securities) that in their opinion the
number of Registrable Securities requested to be included on a secondary basis
in such registration exceeds the number which can be sold in such offering
without materially and adversely affecting the marketability of such primary or
secondary offering (the "COMPANY OFFERING QUANTITY"), then the Company will
include in such registration securities in the following priority:
(i) First, the Company will include the securities the Company
proposes to sell.
(ii) Second, the Company will include all Registrable
Securities requested to be included by any Designated Holder, and if the
number of such Designated Holders' securities requested to be included
exceeds the Company Offering Quantity, then the Company shall include only
each such requesting Designated Holders' pro rata share of the shares
available for registration by the Purchaser, based on the amount of
securities held by such holder, on an as converted basis.
(e) Cutback. If, as a result of the proration provisions of this
Section 1.4, any Designated Holders shall not be entitled to include all
Registrable Securities in a Piggyback Registration that such Designated Holders
has requested to be included, such holder may elect to withdraw his request to
include Registrable Securities in such registration but the Company shall be
required to reimburse such holder for the fees and expenses referred to in
Section 1.7(b) hereof incurred by such holder prior to such withdrawal.
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1.5 Holdback Agreements.
(a) To the extent not inconsistent with applicable law, upon the
request of the Company or, in the case of an underwritten public offering, the
underwriters managing such underwritten offering of the Company's securities,
each holder of Registrable Securities who owns at least 5% of the outstanding
capital stock of the Company on an "as-converted" basis or is an officer or
director of the Company will not effect any public sale or distribution (other
than those included in the registration) of any securities of the Company, or
any securities, options or rights convertible into or exchangeable or
exercisable for such securities during the seven days prior to and the ninety
(90) -day period beginning on such effective date, unless (in the case of an
underwritten public offering) the managing underwriters otherwise agree to a
shorter period of time. Notwithstanding the foregoing, no Designated Holder
shall be required to enter into any such "lock up" agreement unless and until
all of the Company's executive officers and directors execute identical "lock
up" agreements and the Company uses commercially reasonable efforts to cause
each holder of more than 5% of its outstanding capital stock to execute
identical "lock up" agreements. Neither the Company nor the underwriter shall
amend, terminate or waive a "lock up" agreement unless each "lock up" agreement
with a Designated Holder is also amended or waived in a similar manner or
terminated, as the case may be.
(b) The Company shall have the right at any time to require that the
Designated Holders of Registrable Securities suspend further open market offers
and sales of Registrable Securities pursuant to a Registration Statement filed
hereunder whenever in the reasonable judgment of the Company after consultation
with counsel there is or may be in existence a Changing Event (as defined in
Section 1.6(e)). The Company will give the Designated Holders notice of any such
suspension and will use all reasonable best efforts to minimize the length of
such suspension.
(c) The Company agrees not to effect any public sale or distribution
of any of its securities, or any securities convertible into or exchangeable or
exercisable for such securities (except pursuant to registrations on Form S-4 or
S-8 or any successor thereto), during the period beginning on the effective date
of any Registration Statement in which the Designated Holders of Registrable
Securities are participating and ending on the earlier of (i) the date on which
all Registrable Securities registered on such Registration Statement are sold
and (ii) forty five (45) days after the effective date of such Registration
Statement (except securities covered by such Registration Statement).
1.6 Registration Procedures. Whenever any Registrable Securities are
required to be registered pursuant to this Agreement, the Company will use
reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended methods of disposition
thereof, and pursuant thereto the Company will as expeditiously as possible:
(a) prepare and file with the SEC on any form, if not so otherwise
provided for, for which the Company qualifies, as soon as practicable after the
end of the period within which requests for registration may be given to the
Company, a Registration Statement with
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respect to the offer and sale of such Registrable Securities and thereafter use
reasonable best efforts to cause such Registration Statement to become effective
and remain effective until the completion of the distribution contemplated
thereby or the required time period under this Agreement, whichever is shorter
(and before filing such Registration Statement, the Company will furnish to the
counsel selected by the holders of a majority of the Registrable Securities
initiating such Registration Statement copies of all such documents proposed to
be filed); provided, however, that the Company may postpone for not more than
sixty (60) calendar days the filing or effectiveness of a Demand Registration
Statement if the Board of Directors, in its good faith judgment, determines that
such registration could reasonably be expected to have a material adverse effect
on the Company and its stockholders including, but not limited to, any proposal
or plan by the Company to engage in any acquisition of assets (other than in the
ordinary course of business) or any merger, consolidation, tender offer or
similar transaction then under consideration (in which event, the Designated
Holders shall be entitled to withdraw such request, and if such request is
withdrawn such registration will not count as a Demand Registration) by
delivering written notice to the Designated Holders who requested inclusion of
Registrable Securities in such Registration Statement of its determination to
postpone such Registration Statement; provided, further, that (i) the Company
shall not disclose any information that could be deemed material non-public
information to any holder of Registrable Securities included in a Registration
Statement that is subject to such postponement, (ii) in no event may the Company
postpone a filing requested hereunder more than twice in any twelve (12) month
period; provided, that any two postponements must be at least three (3) months
apart; provided, further, that the Company shall delay the effectiveness of any
Demand Registration Statement if the SEC rules and regulations prohibit the
Company from declaring a Registration Statement effective because its financial
statements are stale at a time when its fiscal year has ended or it has made an
acquisition reportable under Item 2 of Form 8-K or any other similar situation
until the earliest time in which the SEC would allow the Company to declare a
Registration Statement effective (provided that the Company shall use its
reasonable best efforts to cure any such situation as soon as possible so that
the Registration Statement can be made effective at the earliest possible time);
(b) prepare and file with the SEC such amendments and supplements to
such Registration Statement and the prospectus used in connection therewith as
may be necessary to keep such Registration Statement effective for a period
provided for in the applicable Section above, or if not so provided, for a
period of twelve (12) (for a registration pursuant to Rule 415 of the Securities
Act) or, if such Registration Statement relates to an underwritten offering,
such period as in the opinion of counsel for the underwriters a prospectus is
required by law to be delivered in connection with sales of Registrable
Securities by an underwriter or dealer or (ii) such shorter period as will
terminate when all of the securities covered by such Registration Statement have
been disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such Registration Statement (but in any
event not before the expiration of any longer period required under the
Securities Act), and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement until such time as all of such securities have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in
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such Registration Statement. In the event the Company shall give any notice
pursuant to Section 1.5(b), the applicable time period mentioned in this Section
1.6(b) during which a Registration Statement is to remain effective shall be
extended by the number of days during the period from and including the date of
the giving of such notice pursuant to Section 1.5(b) to and including the date
when each seller of a Registrable Security covered by such Registration
Statement shall have received the copies of the supplemented or amended
prospectus contemplated by Section 1.6(e);
(c) furnish to each seller of Registrable Securities, prior to
filing a Registration Statement, such number of copies of such Registration
Statement, each amendment and supplement thereto, the prospectus included in
such Registration Statement (including each preliminary prospectus) and such
other documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such seller;
(d) register or qualify such Registrable Securities under such other
securities or blue sky laws of such jurisdictions as any seller reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the Registrable Securities owned by such seller and to
keep each such registration or qualification (or exemption therefrom) effective
during the period which the Registration Statement is required to be kept
effective (provided, that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this subparagraph, (ii) subject itself to taxation
in any such jurisdiction or (iii) consent to general service of process in any
such jurisdiction);
(e) notify each seller of such Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event (a "CHANGING EVENT") as a result
of which, the prospectus included in such Registration Statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made, and, at the request of any such seller, the Company will as soon
as possible prepare and furnish to such seller (a "CORRECTION EVENT") a
reasonable number of copies of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus will not contain an untrue statement of a material fact or omit
to state any fact necessary to make the statements therein not misleading in the
light of the circumstances under which they were made;
(f) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be listed on The Nasdaq Stock Market or the
Nasdaq SmallCap trading system or the Nasdaq OTC Bulletin Board;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such Registration Statement;
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(h) enter into such customary agreements (including underwriting
agreements in customary form with any underwriter selected pursuant to 1.2(f))
and take all such other actions as the holders of a majority of the Registrable
Securities being sold or the underwriters, if any, reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities,
including causing its officers to participate in "road shows" and other
information meetings organized by an underwriter selected pursuant to Section
1.2(f);
(i) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
Registration Statement and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such Registration Statement;
(j) before filing a Registration Statement or prospectus or any
amendments or supplements thereto, the Company shall provide counsel selected by
the Designated Holders holding a majority of the Registrable Securities being
registered in such registration ("HOLDERS' COUNSEL") and any other Inspector (as
defined below) with an adequate and appropriate opportunity to review and
comment on such Registration Statement and each prospectus included therein (and
each amendment or supplement thereto) to be filed with the SEC, subject to such
documents being under the Company's control, and the Company shall notify the
Holders' Counsel and each seller of Registrable Securities of any stop order
issued or threatened by the SEC;
(k) otherwise comply with all applicable rules and regulations of
the SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least twelve months
beginning with the first day of the Company's first full calendar quarter after
the effective date of the Registration Statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;
(l) in the event of the issuance of any stop order suspending the
effectiveness of a Registration Statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any securities included in such Registration Statement for sale in any
jurisdiction, the Company will use its reasonable best efforts promptly to
obtain the withdrawal of such order;
(m) obtain one or more comfort letters, dated the effective date of
such Registration Statement (and, if such registration includes an underwritten
offering, dated the date of the closing under the underwriting agreement),
signed by the Company's independent public accountants in customary form and
covering such matters of the type customarily covered by comfort letters as the
holders of a majority of the Registrable Securities being sold reasonably
request;
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(n) provide a legal opinion of the Company's outside counsel, dated
the effective date of such Registration Statement (and, if such registration
includes an underwritten offering, dated the date of the closing under the
underwriting agreement), with respect to the Registration Statement, each
amendment and supplement thereto, the prospectus included therein (including the
preliminary prospectus) and such other documents relating thereto in customary
form and covering such matters of the type customarily covered by legal opinions
of such nature;
(o) subject to execution and delivery of mutually satisfactory
confidentiality agreements, make available at reasonable times for inspection by
any seller of Registrable Securities, any managing underwriter participating in
any disposition of such Registrable Securities pursuant to a Registration
Statement, Holders' Counsel and any attorney, accountant or other agent retained
by any managing underwriter (each, an "INSPECTOR" and collectively, the
"INSPECTORS"), all financial and other records, pertinent corporate documents
and properties of the Company and its subsidiaries (collectively, the "RECORDS")
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's and its subsidiaries' officers,
directors and employees, and the independent public accountants of the Company,
to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement;
(p) subject to execution and delivery of mutually satisfactory
confidentiality agreements, keep Holders' Counsel advised as to the initiation
and progress of any registration hereunder including, but not limited to,
providing Holders' Counsel with all correspondence with the SEC;
(q) cooperate with each seller of Registrable Securities and each
underwriter participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with
the NASD; and
(r) take all other steps reasonably necessary to effect the
registration of the Registrable Securities contemplated hereby.
(s) Registration Expenses. All expenses incident to the Company's
performance of or compliance with this Agreement including, without limitation,
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery expenses,
and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding discounts and commissions,
which will be paid by the sellers of Registrable Securities) and other Persons
retained by the Company will be borne by the Company, and the Company will pay
its internal expenses (including, without limitation, all salaries and expenses
of its Employees performing legal or accounting duties), the expense of any
annual audit or quarterly review, the expense of any liability insurance and the
expenses and fees for listing the securities to be registered on each securities
exchange on which similar securities issued by the Company are then listed or on
The Nasdaq National Market, Nasdaq SmallCap Market or the OTC Bulletin Board
trading system. Without limitation, the foregoing shall include, with respect to
each Registration Statement hereunder, the fees, charges and disbursements up to
$25,000 of one counsel to the Designated
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Holders (which shall be designated by a majority in interest of the Designated
Holders of Registrable Securities participating in the proposed sale pursuant to
the Registration Statement in question); provided, however, that the Company
shall have no obligation to pay any underwriting discounts or commissions
attributable to the sale of Registrable Securities and any of the expenses
incurred by such Designated Holders which are not payable by the Company, such
costs to be borne by such Designated Holder or Holders.
1.7 Indemnification.
(a) The Company agrees to indemnify and hold harmless, to the
fullest extent permitted by law, each holder of Registrable Securities and its
general or limited partners, officers, directors, members, managers, employees,
advisors, representatives, agents and Affiliates (collectively, the
"REPRESENTATIVES") from and against any loss, claim, damage, liability,
attorney's fees, cost or expense and costs and expenses of investigating and
defending any such claim (collectively, the "LOSSES"), joint or several, and any
action in respect thereof to which such holder of Registrable Securities or its
Representatives may become subject under the Securities Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or
threatened, in respect thereto) arise out of or are based upon (i) any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, prospectus or preliminary or summary prospectus or any amendment or
supplement thereto or (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Company shall reimburse each such holder of
Registrable Securities and its Representatives for any legal or any other
expenses incurred by them in connection with investigating or defending or
preparing to defend against any such Loss, action or proceeding; provided,
however, that the Company shall not be liable to any such holder or other
indemnitee in any such case to the extent that any such Loss (or action or
proceeding, whether commenced or threatened, in respect thereof) arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission, made in such Registration Statement, any such prospectus or
preliminary or summary prospectus or any amendment or supplement thereto, in
reliance upon, and in conformity with, written information prepared and
furnished to the Company by such holder of Registrable Securities or its
Representatives expressly for use therein or by failure of such holder of
Registrable Securities to deliver a copy of the Registration Statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such holder of Registrable Securities with a sufficient number of
copies of the same. In connection with an underwritten offering, the Company
will indemnify such underwriters, their officers and directors and each Person
who controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities.
(b) In connection with any Registration Statement in which the
holders of Registrable Securities are participating pursuant to this Agreement,
the holders of Registrable Securities will furnish to the Company in writing
such information as the Company reasonably requests for use in connection with
any such Registration Statement or prospectus and, to the fullest extent
permitted by law, each such holder of Registrable Securities will indemnify and
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hold harmless the Company and its Representatives from and against any Losses,
severally but not jointly, and any action in respect thereof to which the
Company and its Representatives may become subject under the Securities Act or
otherwise, insofar as such Losses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon (i) the
purchase or sale of Registrable Securities during a suspension as set forth in
Section 1.5(b) after written receipt of notice of such suspension, (ii) any
untrue or alleged untrue statement of a material fact contained in the
Registration Statement, prospectus or preliminary or summary prospectus or any
amendment or supplement thereto, or (iii) any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but, with respect to clauses (ii) and (iii) above, only
to the extent that such untrue statement or omission is made in such
Registration Statement, any such prospectus or preliminary or summary prospectus
or any amendment or supplement thereto, in reliance upon and in conformity with
written information prepared and furnished to the Company by such holder of
Registrable Securities expressly for use therein or by failure of such holder of
Registrable Securities to deliver a copy of the Registration Statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such holder of Registrable Securities with a sufficient number of
copies of the same, and such holder of Registrable Securities will reimburse the
Company and each Representative for any legal or any other expenses incurred by
them in connection with investigating or defending or preparing to defend
against any such Loss, action or proceeding; provided, however, that such holder
of Registrable Securities shall not be liable in any such case to the extent
that prior to the filing of any such Registration Statement or prospectus or
amendment or supplement thereto, such holder of Registrable Securities has
furnished in writing to the Company information expressly for use in such
Registration Statement or prospectus or any amendment or supplement thereto
which corrected or made not misleading information previously furnished to the
Company; provided, further, however, that the obligation to indemnify will be
individual to each such holder of Registrable Securities and will be limited to
the net amount of proceeds received by such holder of Registrable Securities
from the sale of Registrable Securities pursuant to such Registration Statement.
(c) Promptly after receipt by any Person in respect of which
indemnity may be sought pursuant to Section 1.7(a) or 1.7(b) (an "INDEMNIFIED
PARTY") of notice of any claim or the commencement of any action, the
Indemnified Party shall, if a claim in respect thereof is to be made against the
Person against whom such indemnity may be sought (an "INDEMNIFYING PARTY"),
promptly notify the Indemnifying Party in writing of the claim or the
commencement of such action; provided, that the failure to notify the
Indemnifying Party shall not relieve the Indemnifying Party from any liability
which it may have to an Indemnified Party otherwise than under Section 1.7(a) or
1.7(b) except to the extent of any actual prejudice resulting therefrom. If any
such claim or action shall be brought against an Indemnified Party, and it shall
notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled
to participate therein, and, to the extent that it wishes, jointly with any
other similarly notified Indemnifying Party, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the
defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any
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legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof other than reasonable costs of
investigation; provided, that the Indemnified Party shall have the right to
employ separate counsel to represent the Indemnified Party and its
Representatives who may be subject to liability arising out of any claim in
respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, but the fees and expenses of such counsel shall be for the
account of such Indemnified Party unless (i) the Indemnifying Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(ii) in the written opinion of counsel to such Indemnified Party, representation
of both parties by the same counsel would be inappropriate due to actual or
potential conflicts of interest between them, it being understood, however, that
the Indemnifying Party shall not, in connection with any one such claim or
action or separate but substantially similar or related claims or actions in the
same jurisdiction arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate firm of attorneys
(together with appropriate local counsel) at any time for all Indemnified
Parties. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding other than the
payment of monetary damages by the Indemnifying Party on behalf of the
Indemnified Party. Whether or not the defense of any claim or action is assumed
by the Indemnifying Party, such Indemnifying Party will not be subject to any
liability for any settlement made without its consent, which consent will not be
unreasonably withheld.
(d) If the indemnification provided for in this Section 1.7 is
unavailable to the Indemnified Parties in respect of any Losses referred to
herein, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party
as a result of such Losses in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the holders of the
Registrable Securities on the other from the offering of the Registrable
Securities, or if such allocation is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits but also
the relative fault of the Company on the one hand and the holders of the
Registrable Securities on the other in connection with the statements or
omissions which resulted in such Losses, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of each
holder of the Registrable Securities on the other shall be determined by
reference to, among other things, whether any action taken, including any untrue
or alleged untrue statement of a material fact, or the omission or alleged
omission to state a material fact relates to information supplied by such party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the holders of the Registrable Securities agree that
it would not be just and equitable if contribution pursuant to this Section
1.7(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph. The amount paid or payable
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by an Indemnified Party as a result of the Losses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 1.7, no holder of the Registrable
Securities shall be required to contribute any amount in excess of the amount by
which the total price at which the Registrable Securities of such holder were
offered to the public exceeds the amount of any Losses which such holder has
otherwise paid by reason of such untrue or alleged untrue statement or omission
or alleged omission. 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. Each holder's obligations to contribute pursuant to this
Section 1.7 is several in the proportion that the proceeds of the offering
received by such holder of the Registrable Securities bears to the total
proceeds of the offering received by all the holders of the Registrable
Securities and not joint.
1.8 Participation in Underwritten Registrations.
(a) No Person may participate in any registration hereunder which is
underwritten unless such Person (i) agrees to sell such Person's securities on
the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements (including, without
limitation, pursuant to the terms of any over-allotment or "green shoe" option
requested by the managing underwriter(s), provided, that each holder of
Registrable Securities shall not be required to sell more than the number of
Registrable Securities that such holder has requested the Company to include in
any registration) and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and this Agreement.
(b) Each Person that is participating in any registration hereunder
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 1.6(e) above, such Person will forthwith
discontinue the disposition of its Registrable Securities pursuant to the
Registration Statement until such Person's receipt of the copies of a
supplemented or amended prospectus as contemplated by such Section 1.6(e).
1.9 Current Public Information. The Company covenants that it will
file all reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder, and
will use reasonable best efforts to take such further action as the Purchaser
may reasonably request, all to the extent required to enable the holders of
Registrable Securities to sell Registrable Securities pursuant to Rule 144 or
Rule 144A adopted by the SEC under the Securities Act or any similar rule or
regulation hereafter adopted by the SEC. The Company shall, upon the request of
a Designated Holder, deliver to such Designated Holder a written statement as to
whether it has complied with such requirements.
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2. Transfers of Certain Rights.
2.1 Transfer. The rights granted to the Purchaser under this
Agreement may be transferred subject to the provisions of Sections 2.2 and 2.3;
provided that nothing contained herein shall be deemed to permit an assignment,
transfer or disposition of the Registrable Securities in violation of the terms
and conditions of the Securities Purchase Agreement, the Certificate of
Designations of the Series B Preferred Stock, or applicable law.
2.2 Transferees. Any transferee to whom rights under this Agreement
are transferred shall, as a condition to such transfer, deliver to the Company a
written instrument by which such transferee agrees to be bound by the
obligations imposed upon the Purchaser under this Agreement to the same extent
as if such transferee were a Purchaser hereunder.
2.3 Subsequent Transferees. A transferee to whom rights are
transferred pursuant to this Section 2 may not again transfer such rights to any
other person or entity, other than as provided in Sections 2.1 or 2.2 above.
3. Certain Definitions. The following capitalized terms shall have the
meanings ascribed to them below:
"Affiliate" means any Person that directly or indirectly controls,
or is under control with, or is controlled by such Person. As used in this
definition, "control" (including with its correlative meanings, "controlled by"
and "under common control with") shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person (whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise).
"Closing Price" means, with respect to the Registrable Securities
(a) if the shares are listed or admitted for trading on any national securities
exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market,
the last reported sales price as reported on such exchange or market; (b) if the
shares are not listed or admitted for trading on any national securities
exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market,
the average of the last reported closing bid and asked quotation for the shares
as reported on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or a similar service if NASDAQ is not reporting such
information; (c) if the shares are not listed or admitted for trading on any
national securities exchange or included in The Nasdaq National Market or Nasdaq
SmallCap Market or quoted by NASDAQ or a similar service, the average of the
last reported bid and asked quotation for the shares as quoted by a market maker
in the shares (or if there is more than one market maker, the bid and asked
quotation shall be obtained from two market makers and the average of the lowest
bid and highest asked quotation). In the absence of any available public
quotations for the Common Stock, the Board and a majority of the Holders shall
determine in good faith the fair value of the Common Stock
"Common Stock" means the common stock, par value $0.001 per share,
of the Company.
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"Employees" means any current, former, or retired employee, office
consultant, advisor, independent contractor, agent, officer or director of the
Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.
"Market Price" means, on any date of determination, the average of
the daily Closing Price of the Registrable Securities for the immediately
preceding thirty (30) days on which the national securities exchanges are open
for trading.
"Person" means any individual, company, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization,
governmental body or other entity.
"Registrable Securities" means, subject to the immediately following
sentence, (i) shares of Common Stock issued or issuable upon the conversion of
shares of Series B Preferred Stock or Warrants acquired from the Company
pursuant to the Securities Purchase Agreement, (ii) any shares of Common Stock
issued or issuable directly or indirectly with respect to the securities
referred to in clause (i) and (ii) by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization, and (iii) any other shares of Common Stock held by a
Person holding Registrable Securities other than shares of Common Stock which
have ceased to be Registrable Securities. As to any particular shares of Common
Stock constituting Registrable Securities, such shares of Common Stock will
cease to be Registrable Securities when they (x) have been effectively
registered under the Securities Act and disposed of in accordance with a
Registration Statement covering them, (y) have been sold to the public pursuant
to Rule 144 (or by similar provision under the Securities Act), or (z) are
eligible for resale under Rule 144(k) (or by similar provision under the
Securities Act) without any limitation on the amount of securities that may be
sold under paragraph (e) thereof.
"Registration Statement" means any registration statement of the
Company filed under the Securities Act which covers any of the Registrable
Securities pursuant to the provisions of this Agreement, including the
prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all material incorporated by
reference in such registration statement.
"SEC" means the United States Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.
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4. Miscellaneous.
4.1 Recapitalizations, Exchanges, etc. The provisions of this
Agreement shall apply to the full extent set forth herein with respect to (i)
the Securities, (ii) any and all shares of Common Stock into which the
Securities are converted, exchanged or substituted in any recapitalization or
other capital reorganization by the Company and (iii) any and all equity
securities of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in conversion of, in exchange for or in substitution of, the
Securities and shall be appropriately adjusted for any stock dividends, splits,
reverse splits, combinations, recapitalizations and the like occurring after the
date hereof. The Company shall cause any successor or assign (whether by merger,
consolidation, sale of assets or otherwise) to enter into a new registration
rights agreement with the Designated Holders on terms substantially the same as
this Agreement as a condition of any such transaction.
4.2 No Inconsistent Agreements. The Company has not and shall not
enter into any agreement with respect to its securities that is inconsistent
with the rights granted to the Purchasers in this Agreement or grant any
additional registration rights to any Person or with respect to any securities
which are not Registrable Securities which are prior in right to or inconsistent
with the rights granted in this Agreement. The Purchasers expressly acknowledge
and agree that the Company has granted registration rights to holders of Series
A-1 Preferred Stock and Series A-2 Preferred Stock which are substantially
identical to those granted to the Purchasers, that such registration rights are
permitted under this Section 4.2, and that holders of such registration rights
shall be treated pari passu with holders of the registration rights granted
under this Agreement with respect to priority in piggy-back registrations, and
vice versa.
4.2 Amendments and Waivers. The provisions of this Agreement may be
amended and the Company may take action herein prohibited, or omit to perform
any act herein required to be performed by it, if, but only if, the Company has
obtained the written consent of holders of at least a majority of the
Registrable Securities then in existence.
4.3 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
4.4 Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.5 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including telecopy, telex or similar
writing) and shall be deemed given or made as of the date delivered, if
delivered personally or by telecopy (provided that delivery by telecopy shall be
followed by delivery of an additional copy personally, by mail or
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overnight courier), one day after being delivered by overnight courier or three
days after being mailed by registered or certified mail (postage prepaid, return
receipt requested), to the parties at the following addresses (or to such other
address or telex or telecopy number as a party may have specified by notice
given to the other party pursuant to this provision):
If to the Company, to:
Auto Data Network, Inc.
19th Floor
712 Fifth Avenue
New York, New York 10019
Attention: Chief Executive Officer
If to the Purchaser, to:
The address or facsimile number of each Purchaser as
recorded in the stockholders records of the Company.
4.6 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
conflicts of laws rules or provisions.
4.7 Forum; Service of Process. Any legal suit, action or proceeding
brought by any party or any of its affiliates arising out of or based upon this
Agreement shall be instituted in any federal or state court in New York County,
New York, and each party waives any objection which it may now or hereafter have
to the laying of venue or any such proceeding, and irrevocably submits to the
jurisdiction of such courts in any such suit, action or proceeding.
4.8 Captions. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way limit or amplify the
terms and provisions hereof.
4.9 No Prejudice. The terms of this Agreement shall not be construed
in favor of or against any party on account of its participation in the
preparation hereof.
4.10 Words in Singular and Plural Form. Words used in the singular
form in this Agreement shall be deemed to import the plural, and vice versa, as
the sense may require.
4.11 Remedy for Breach. The Company hereby acknowledges that in the
event of any breach or threatened breach by the Company of any of the provisions
of this Agreement, the holders of the Registrable Securities would have no
adequate remedy at law and could suffer substantial and irreparable damage.
Accordingly, the Company hereby agrees that, in such event, the holders of the
Registrable Securities shall be entitled, and notwithstanding any election by
any holder of the Registrable Securities to claim damages, to obtain a temporary
and/or permanent injunction to restrain any such breach or threatened breach or
to obtain specific
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performance of any such provisions, all without prejudice to any and all other
remedies which any holder of the Registrable Securities may have at law or in
equity.
4.12 Successors and Assigns; Third Party Beneficiaries. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto, each subsequent holder of the Registrable
Securities and their respective successors and assigns and executors ,
administrators and heirs. Holders of the Registrable Securities are intended
third party beneficiaries of this Agreement and this Agreement may be enforced
by such holders.
4.13 Entire Agreement. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter hereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed as of the date and year first written
above.
AUTO DATA NETWORK, INC.
By:
------------------------------
Name:
Title:
By:
------------------------------
Name: ______________
Title: Secretary
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