EXHIBIT 4.3
FOURTH AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
DATED AS OF MARCH 19, 2003
AMONG
DEALERTRACK HOLDINGS, INC.
AND THE
IDENTIFIED HEREIN
INVESTORS
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
TABLE OF CONTENTS
PAGE
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Section 1. Definitions..................................................................... 2
Section 2. Required Registration........................................................... 5
Section 3. Piggyback Registration.......................................................... 7
Section 4. Registrations on Form S-3....................................................... 8
Section 5. Holdback Agreement.............................................................. 8
Section 6. Preparation and Filing.......................................................... 9
Section 7. Expenses........................................................................ 12
Section 8. Indemnification................................................................. 12
Section 9. Underwriting Agreement.......................................................... 14
Section 10. Information..................................................................... 15
Section 11. Exchange Act Compliance......................................................... 15
Section 12. No Conflict of Rights........................................................... 15
Section 13. Termination..................................................................... 15
Section 14. Successors and Assigns.......................................................... 15
Section 15. Assignment...................................................................... 15
Section 16. Entire Agreement; Termination of Previous Registration Rights Agreements........ 16
Section 17. Notices......................................................................... 16
Section 18. Modifications; Amendments; Waivers.............................................. 16
Section 19. Counterparts; Facsimile Signatures.............................................. 16
Section 20. Headings........................................................................ 17
Section 21. Governing Law................................................................... 17
EXECUTION
i
FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of
March 19, 2003, among DEALERTRACK HOLDINGS, INC., a Delaware corporation (the
"Corporation"), and the INVESTORS (as hereinafter defined).
WHEREAS, the Corporation and certain of the Parties hereto have entered
into those certain Stock Purchase Agreements dated as of January 30, 2003, among
the respective parties thereto (the "Stock Purchase Agreements"), pursuant to
which the Corporation shall issue (i) to the Series A-2 Stockholders (as defined
below) shares of the Corporation's Series A-2 Preferred Stock (as defined below)
and (ii) to the Series C-3 Stockholders (as defined below) shares of the
Corporation's Series C-3 Preferred Stock (as defined below);
WHEREAS, the Corporation and certain of the parties hereto have entered
into a Series C-2 Securities Purchase Agreement, dated as of December 4, 2002
(the "Series C-2 Securities Purchase Agreement"), pursuant to which the
Corporation issued to such parties shares of the Corporation's Series C-2
Preferred Stock (as hereinafter defined);
WHEREAS, the Corporation and certain of the parties hereto have entered
into a Series C-1 Securities Purchase Agreement, dated as of April 22, 2002 (the
"Series C-1 Securities Purchase Agreement"), pursuant to which the Corporation
issued to such parties shares of the Corporation's Series C-1 Preferred Stock
(as hereinafter defined);
WHEREAS, the Corporation and certain of the parties hereto have entered
into a Securities Purchase Agreement, dated as of December 28, 2001 (the "Series
C Securities Purchase Agreement"), pursuant to which the Corporation issued to
such parties shares of the Corporation's Series C Preferred Stock (as
hereinafter defined);
WHEREAS, the Corporation and certain of the parties hereto have entered
into a Stock Exchange Agreement, dated as of August 10, 2001, pursuant to which
the Corporation issued to such parties shares of the Corporation's Series A
Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series
B-1 Preferred Stock (each, as hereinafter defined);
WHEREAS, as a condition to and in connection with the execution of the
Stock Purchase Agreements, the parties hereto desire to amend and restate the
Third Amended and Restated Registration Rights Agreement, dated as of December
4, 2002, among the Corporation and the holders of the Series A Preferred Stock,
Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred
Stock, Series C Preferred Stock, Series C-1 Preferred Stock, and Series C-2
Preferred Stock (each, as hereinafter defined) (the "Prior Registration Rights
Agreement");
WHEREAS, as of the date hereof, each Investor owns or has the right to
purchase or otherwise acquire shares of the Common Stock (as hereinafter
defined) of the Corporation;
WHEREAS, the Corporation and the Investors deem it to be in their
respective best interests to set forth the rights of the Investors in connection
with public offerings and sales of the Common Stock.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby agree
as follows:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Section 1. Definitions.
As used in this Agreement, the following terms shall have the
following respective meanings:
(a) "Affiliate" means, with respect to any Person, any (a) director,
officer or stockholder holding 5% or more of the capital stock (on a fully
diluted basis) of such Person, (b) spouse, parent, sibling or descendant of such
Person (or a spouse, parent, sibling or descendant of a director, officer, or
partner of such Person) and (c) other Person that, directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such Person. The term "control" includes, without
limitation, the possession, directly or indirectly, of the power to direct the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.
(b) "Board" means the board of directors of the Corporation.
(c) "Certificate" means the Fourth Restated Certificate of
Incorporation of the Corporation, as amended from time to time.
(d) "Commission" means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.
(e) "Common Stock" means the Common Stock, $.01 par value per share,
of the Corporation.
(f) "Counsel" has the meaning set forth in Section 6(b) hereof.
(g) "Exchange Act" means the Securities Exchange Act of 1934 or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
(h) "Exchange Agreement" means that certain Stock Exchange
Agreement, dated as of August 10, 2001, among the Corporation, the Investors,
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. and webalg, inc.
(i) "Governmental Entity" means any domestic or foreign federal,
state, municipal, or other government, governmental department, commission,
board, bureau, agency or instrumentality, or any court or tribunal.
(j) "Initial Public Offering" means the initial offering of Common
Stock to the public pursuant to a registration statement filed under the
Securities Act.
(k) "Initiating Holders" has the meaning ascribed to such term in
Section 2(a) hereof.
(l) "Investors" means the Series A Investors, the Series A-1
Investors, the Series A-2 Investors, the Series B Investors, the Series B-1
Investors, the Series C Investors, the Series C-1 Investors, the Series C-2
Investors and the Series C-3 Investors collectively.
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(m) "Law" means as to any Person, any constitution, law, statute,
treaty, rule, ordinance, permit, certificate directive, requirement regulation
or Order of any Governmental Entity.
(n) "Orders" means judgments, writs, decrees, injunctions, orders,
compliance agreements or settlement agreements of or with any Governmental
Entity or arbitrator.
(o) "Other Shares" means at any time those shares of Common Stock
which do not constitute Primary Shares or Registrable Shares.
(p) "Person" means any individual, partnership, corporation, group,
trust, limited liability company or other legal entity.
(q) "Preferred Stock" means the Series A Preferred Stock, the Series
A-1 Preferred Stock, the Series A-2 Preferred Stock, the Series B Preferred
Stock, the Series B-1 Preferred Stock, the Series C Preferred Stock, the Series
C-1 Preferred Stock, the Series C-2 Preferred Stock and the Series C-3 Preferred
Stock.
(r) "Primary Shares" means at any time the authorized but unissued
shares of Common Stock and shares of Common Stock held by the Corporation in its
treasury.
(s) "Registrable Shares" means, shares of Common Stock issued or
issuable upon conversion of the Preferred Stock, or otherwise acquired, and
which are held by an Investor. As to any particular Registrable Shares, once
issued, such Registrable Shares shall cease to be Registrable Shares when (i)
they have been registered under the Securities Act, the registration statement
in connection therewith has been declared effective and they have been disposed
of pursuant to such effective registration statement, (ii) they are eligible to
be sold or distributed in one transaction pursuant to Rule 144 within any
consecutive three month period (including, without limitation, Rule 144(k))
without volume limitations, or (iii) they shall have ceased to be outstanding.
(t) "Registration Date" means the date upon which the registration
statement pursuant to which the Corporation shall have initially registered
shares of Common Stock under the Securities Act for sale to the public shall
have been declared effective.
(u) "Rule 144" means Rule 144 promulgated under the Securities Act
or any successor rule thereto or any complementary rule thereto (such as Rule
144A).
(v) "Securities Act" means the Securities Act of 1933 or any
successor Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect from time to time.
(w) "Series A Investors" means the Persons set forth on Schedule I
beneath the heading "Series A Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such Person who or which agrees in writing to be
treated as a Series A Investor hereunder and to be bound by the terms and comply
with all applicable provisions hereof.
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Registration Rights Agreement
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(x) "Series A-1 Investors" means the Persons set forth on Schedule I
beneath the heading "Series A-1 Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such Person who or which agrees in writing to be
treated as a Series A-1 Investor hereunder and to be bound by the terms and
comply with all applicable provisions hereof.
(y) "Series A-2 Investors" means the Persons set forth on Schedule I
beneath the heading "Series A-2 Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such Person who or which agrees in writing to be
treated as a Series A-2 Investor hereunder and to be bound by the terms and
comply with all applicable provisions hereof.
(z) "Series A Preferred Stock" means the Convertible Series A
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series A Investors pursuant to the Exchange Agreement.
(aa) "Series A-1 Preferred Stock" means the Convertible Series A-1
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series A-1 Investors pursuant to the Exchange Agreement.
(bb) "Series A-2 Preferred Stock" means the Convertible Series A-2
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series A-2 Investors pursuant to the Stock Purchase Agreements.
(cc) "Series B Investors" means the Persons set forth on Schedule I
beneath the heading "Series B Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such Person who or which agrees in writing to be
treated as a Series B Investor hereunder and to be bound by the terms and comply
with all applicable provisions hereof.
(dd) "Series B-1 Investors" means the Persons set forth on Schedule
I beneath the heading "Series B-1 Investors" and each additional Person who
shall execute a counterpart signature page hereto, and includes any successor
to, or assignee or transferee of, any such Person who or which agrees in writing
to be treated as a Series B-1 Investor hereunder and to be bound by the terms
and comply with all applicable provisions hereof.
(ee) "Series B Preferred Stock" means the Convertible Series B
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series B Investors pursuant to the Exchange Agreement.
(ff) "Series B-1 Preferred Stock" means the Convertible Series B-1
Participating Preferred Stock, $.01 par value per share of the Corporation,
issued to the Series B-1 Investors pursuant to the Exchange Agreement.
(gg) "Series C Investors" means the Persons set forth on Schedule I
beneath the heading "Series C Investors" and each additional Person who shall
execute a counterpart signature page hereto, and includes any successor to, or
assignee or transferee of, any such
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Registration Rights Agreement
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Person who or which agrees in writing to be treated as a Series C Investor
hereunder and to be bound by the terms and comply with all applicable provisions
hereof.
(hh) "Series C-1 Investors" means the Persons set forth on Schedule
I beneath the heading "Series C-1 Investors" and each additional Person who
shall execute a counterpart signature page hereto, and includes any successor
to, or assignee or transferee of, any such Person who or which agrees in writing
to be treated as a Series C-1 Investor hereunder and to be bound by the terms
and comply with all applicable provisions hereof.
(ii) "Series C-2 Investors" means the Persons set forth on Schedule
I beneath the heading "Series C-2 Investors" and each additional Person who
shall execute a counterpart signature page hereto, and includes any successor
to, or assignee or transferee of, any such Person who or which agrees in writing
to be treated as a Series C-2 Investor hereunder and to be bound by the terms
and comply with all applicable provisions hereof.
(jj) "Series C-3 Investors" means the Persons set forth on Schedule
I beneath the heading "Series C-3 Investors" and each additional Person who
shall execute a counterpart signature page hereto, and includes any successor
to, or assignee or transferee of, any such Person who or which agrees in writing
to be treated as a Series C-3 Investor hereunder and to be bound by the terms
and comply with all applicable provisions hereof.
(kk) "Series C Preferred Stock" means the Convertible Series C
Preferred Stock, $.01 par value per share, of the Corporation, issued to the
Series C Investors pursuant to the Series C Purchase Agreement.
(ll) "Series C-1 Preferred Stock" means the Convertible Series C-1
Preferred Stock, $.01 par value per share, of the Corporation, issued to the
Series C-1 Investors pursuant to the Series C-1 Securities Purchase Agreement.
(mm) "Series C-2 Preferred Stock" means the Convertible Series C-2
Preferred Stock, $.01 par value per share, of the Corporation, issued to the
Series C-2 Investors pursuant to the Series C-2 Securities Purchase Agreement.
(nn) "Series C-3 Preferred Stock" means the Convertible Series C-3
Preferred Stock, $.01 par value per share, of the Corporation, issued to the
Series C-3 Investors pursuant to the Stock Purchase Agreements.
(oo) "Series C Securities Purchase Agreement" has the meaning set
forth in the fourth recital hereto.
(pp) "Series C-1 Securities Purchase Agreement" has the meaning set
forth in the third recital hereto.
(qq) "Series C-2 Securities Purchase Agreement" has the meaning set
forth in the second recital hereto.
(rr) "Stockholders Agreement" means that certain Fourth Amended and
Restated Stockholders' Agreement, dated as of the date hereof, among the
Corporation and the
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Registration Rights Agreement
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stockholders identified on Annex I thereto, DealerTrack, Inc., webalg, inc. and
Credit Online, Inc.
(ss) "Stock Purchase Agreements" has the meaning set forth in the
first recital hereto.
Section 2. Required Registration.
(a) If the Corporation shall be requested by any Investor or group
of Investors (the "Initiating Holders"), at any time after the earlier to occur
of (i) the 180th day after the Registration Date or (ii) February 1, 2005 to
effect the registration under the Securities Act of Registrable Shares that
would result in aggregate net proceeds of at least $30,000,000 to the Initiating
Holders, the Corporation shall promptly give written notice of such proposed
registration to all holders of Registrable Shares and shall offer to include in
such proposed registration any Registrable Shares requested to be included in
such proposed registration by the holders of Registrable Shares who shall
respond in writing to the Corporation's notice within 30 days after delivery of
such notice (which response shall specify the number of Registrable Shares
proposed to be included in such registration). The Corporation shall promptly
use its best efforts to effect such registration under the Securities Act of the
Registrable Shares which the Corporation has been so requested to register by
all holders of Registrable Shares pursuant to this Section 2(a).
(b) Anything contained in Section 2(a) to the contrary
notwithstanding, the Corporation shall not be obligated to effect any
registration under the Securities Act pursuant to Section 2(a) except in
accordance with the following provisions:
(i) The Corporation shall not be obligated to use its best
efforts to file and cause to become effective (A) more than one (1)
registration statement initiated pursuant to this Section 2 in any
twelve-month period, (B) more than two registration statements initiated
pursuant to this Section 2 on Form S-1 or SB-2 promulgated under the
Securities Act or any successor forms thereto, (C) any registration
statement during any period in which any other registration statement
(other than on Form S-4 or Form S-8 promulgated under the Securities Act
or any successor forms thereto) pursuant to which Primary Shares are to be
or were sold has been filed and not withdrawn or has been declared
effective within the prior 90 days or (D) any registration statement
initiated pursuant to this Section 2 that would not result in aggregate
net proceeds of at least $30,000,000 to the Initiating Holders.
(ii) The Corporation may delay the filing or effectiveness of
any registration statement for a period of up to 90 days after the date of
a request for registration pursuant to this Section 2 if at the time of
such request (i) the Corporation is engaged, or has fixed plans to engage
within 90 days of the time of such request, in a firm commitment
underwritten public offering of Primary Shares in which the holders of
Registrable Shares may include Registrable Shares pursuant to Section 3 or
(ii) the Corporation reasonably determines that such registration and
offering would interfere with any material transaction involving the
Corporation, as approved by the Board, provided, however, that the
Corporation may only delay the filing or effectiveness of a
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Registration Rights Agreement
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registration statement pursuant to this Section 2(b) for a total of 180 days
after the date of a request for registration pursuant to this Section 2.
(iii) With respect to any registration pursuant to this
Section 2, the Corporation shall give notice of such registration to the
Investors who do not request registration hereunder and to the holders of
all Other Shares which are entitled to registration rights and the
Corporation may include in such registration any Primary Shares or Other
Shares; provided, however, that if the managing underwriter advises the
Corporation that the inclusion of all Registrable Shares, Primary Shares
and/or Other Shares proposed to be included in such registration would
interfere with the successful marketing (including pricing) of the
Registrable Shares proposed to be included in such registration, then the
number of Registrable Shares, Primary Shares and/or Other Shares proposed
to be included in such registration shall be included in the following
order:
(A) first, the Registrable Shares requested to be
included in such registration (or, if necessary, such Registrable
Shares pro rata among the holders thereof based upon the number of
Registrable Shares requested to be registered by each such holder);
(B) second, the Primary Shares; and
(C) third, the Other Shares proposed to be included in
such registration.
(c) At any time before the registration statement covering
Registrable Shares becomes effective, the holders of a majority of the
Registrable Shares so requested to be registered may request the Corporation to
withdraw or not to file the registration statement. In that event, if such
request of withdrawal shall not have been caused by, or made in response to, the
material adverse effect of an event on the business, properties, condition,
financial or otherwise, or operations of the Corporation, the holders shall have
used one of their demand registration rights under this Section 2 and the
Corporation shall no longer be obligated to register Registrable Shares pursuant
to the exercise of such one registration right pursuant to this Section 2 unless
the holders shall reimburse the Corporation for any out-of-pocket expenses
actually incurred by the Corporation in connection therewith through the date of
such request.
(d) The holders of the Registrable Shares shall be entitled to two
requests pursuant to this Section 2.
Section 3. Piggyback Registration.
If the Corporation at any time proposes for any reason to register
Primary Shares or Other Shares under the Securities Act (other than on Form S-4
or Form S-8 promulgated under the Securities Act or any successor forms
thereto), it shall give written notice to the Investors of its intention to so
register such Primary Shares or Other Shares at least 30 days before the initial
filing of such registration statement and, upon the written request, delivered
to the Corporation within 20 days after delivery of any such notice by the
Corporation, of the Investors to include in such registration Registrable Shares
(which request shall specify the number of Registrable Shares proposed to be
included in such registration and shall state that
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such Investors desire to sell such Registrable Shares in the public securities
markets), the Corporation shall use its best efforts to cause all such
Registrable Shares to be included in such registration on the same terms and
conditions as the securities otherwise being sold in such registration;
provided, however, that if the managing underwriter advises the Corporation that
the inclusion of all Registrable Shares requested to be included in such
registration would interfere with the successful marketing (including pricing)
of the Primary Shares or Other Shares proposed to be registered by the
Corporation, then the number of Primary Shares, Registrable Shares and Other
Shares proposed to be included in such registration shall be included in the
following order:
(a) if the Corporation has not consummated an Initial Public
Offering prior to such registration:
(i) first, the Primary Shares;
(ii) second, the Registrable Shares requested by the Investors
to be included in such registration (or, if necessary, such Registrable
Shares pro rata among the holders thereof based upon the number of
Registrable Shares requested to be registered by each such holder); and
(iii) third, the Other Shares proposed to be included in such
registration.
(b) if the Corporation has consummated an Initial Public Offering
prior to such registration:
(i) first, the Primary Shares;
(ii) second, the Registrable Shares requested by the Investors
to be included in such registration (or, if necessary, such Registrable
Shares pro rata among the holders thereof based upon the number of
Registrable Shares requested to be registered by each such holder);
provided, however, that in no event shall the Registrable Shares requested
by the Investors to be included in such registration pursuant to this
Section 3(b) comprise less than 30% of the aggregate number of shares in
such registration because of the application of this Section 3(b)(ii); and
(iii) third, the Other Shares held by the parties demanding
such registration.
(c) The number of requests permitted by the Investors pursuant to
this Section 3 shall be unlimited.
Section 4. Registrations on Form S-3.
(a) Anything contained in Section 2 to the contrary notwithstanding,
at such time as the Corporation shall have qualified for the use of Form S-3
promulgated under the Securities Act or any successor form thereto, the holders
of Registrable Shares then outstanding shall have the right to request in
writing that the Corporation effect the registration of Registrable
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Shares on Form S-3 or such successor form, which request or requests shall (i)
specify the number of Registrable Shares intended to be sold or disposed of and
the holders thereof and (ii) state the intended method of disposition of such
Registrable Shares. A requested registration on Form S-3 or any such successor
form in compliance with this Section 4 shall not count as a registration
statement initiated pursuant to Section 2 but shall otherwise be treated as a
registration initiated pursuant to, and shall, except as otherwise expressly
provided in this Section 4, be subject to Section 2, including, without
limitation, Section 2(a).
(b) The number of requests permitted pursuant to this Section 4
shall be limited to one (1) per year and any such request must be for a number
of Registrable Shares with an aggregate market value (at the time of such
request) of not less than $5,000,000.
Section 5. Holdback Agreement.
(a) In connection with the Initial Public Offering, the Investors
shall not sell publicly, make any short sale of, grant any option for the
purchase of, or otherwise dispose publicly of, any Registrable Shares (other
than those shares of Common Stock included in such registration pursuant to
Sections 2, 3 or 4 hereof) without the prior written consent of the Corporation,
for a period as shall be determined by the relevant managing underwriters, which
period shall begin not more than 10 days prior to the effectiveness of the
registration statement pursuant to which such Initial Public Offering shall be
made and shall not last more than 180 days after the effective date of such
registration statement. The Corporation shall obtain the agreement of any Person
permitted to sell shares of stock in a registration to be bound by and to comply
with this Section 5 as if such Person were an Investor hereunder; provided,
however, that all Persons entitled to registration rights with respect to shares
of Common Stock who are not parties to this Agreement, all other Persons selling
shares of Common Stock in such offering, all Persons holding in excess of 5% of
the capital stock of the Corporation on a fully diluted basis and all executive
officers and directors of the Corporation shall also have agreed not to sell
publicly their Common Stock under the circumstances and pursuant to the terms
set forth in this Section 5 and remain so bound; provided further, however, that
any discretionary release, waiver or termination of the provisions set forth in
this Agreement or in any like agreement with any of the foregoing Persons
containing similar provisions by the Corporation or the managing underwriter
shall apply to all Persons or entities subject to such provisions (including the
Investors) pro rata based on the number of shares held.
(b) The Corporation may impose stop-transfer instructions with
respect to the Registrable Shares of each Investor (and the securities of every
other Person subject to the restriction set forth in paragraph (a)) until the
end of such period.
Section 6. Preparation and Filing.
If and whenever the Corporation is under an obligation pursuant to
the provisions of this Agreement to use its best efforts to effect the
registration of any Registrable Shares, the Corporation shall, as expeditiously
as practicable:
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(a) use its best efforts to cause a registration statement that
registers such Registrable Shares to become and remain effective for a period of
not less than 180 days or until all of such Registrable Shares have been
disposed of (if earlier);
(b) furnish, at least five business days or as soon as reasonably
practicable before filing a registration statement that registers such
Registrable Shares, a prospectus relating thereto or any amendments or
supplements relating to such a registration statement or prospectus, to one law
firm selected by the Investors ("Counsel"), copies of all such documents
proposed to be filed (it being understood that such advance delivery requirement
shall not apply to successive drafts of the same document proposed to be filed
so long as such successive drafts are supplied to Counsel in advance of the
proposed filing by a period of time that is customary and reasonable under the
circumstances);
(c) prepare and file with the Commission 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
at least a period of 180 days or until all of such Registrable Shares have been
disposed of (if earlier) and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of such Registrable Shares;
(d) promptly notify Counsel in writing (i) of the receipt by the
Corporation of any notification with respect to any comments by the Commission
with respect to such registration statement or prospectus or any amendment or
supplement thereto or any request by the Commission for the amending or
supplementing thereof or for additional information with respect thereto, (ii)
of the receipt by the Corporation of any notification with respect to the
issuance by the Commission of any stop order suspending the effectiveness of
such registration statement or prospectus or any amendment or supplement thereto
or the initiation or threatening of any proceeding for that purpose and (iii) of
the receipt by the Corporation of any notification with respect to the
suspension of the qualification of such Registrable Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purposes;
(e) use its best efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as the
holders of the Registrable Shares reasonably request and do any and all other
acts and things which may be reasonably necessary or advisable to enable such
holders to consummate the disposition in such jurisdictions of such holders'
Registrable Shares; provided, however, that the Corporation will not be required
to qualify generally to do business, subject itself to general taxation or
consent to general service of process in any jurisdiction where it would not
otherwise be required to do so but for this Section 6(e) or to provide any
material undertaking or make any changes in its by-laws or amended and restated
certificate of incorporation which the Board determines to be contrary to the
best interests of the Corporation or to modify any of its contractual
relationships then existing;
(f) furnish to the holders of such Registrable Shares such number of
copies of a summary prospectus, if any, or other prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such
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holders may reasonably request in order to facilitate the public sale or other
disposition of such Registrable Shares;
(g) without limiting Section 6(e) above, use its best efforts to
cause such Registrable Shares to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Corporation to enable the holders of such
Registrable Shares to consummate the disposition of such Registrable Shares;
(h) notify the holders of such Registrable Shares on a timely basis
at any time when a prospectus relating to such Registrable Shares is required to
be delivered under the Securities Act within the appropriate period mentioned in
Section 6(a) hereof, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing and, at the request of
such holders, prepare and furnish to such holders a reasonable number of copies
of a supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the offerees of such shares, such prospectus
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing;
(i) subject to the execution of confidentiality agreements in form
and substance satisfactory to the Corporation, make available upon reasonable
notice and during normal business hours, for inspection by the holders of such
Registrable Shares, any underwriter participating in any disposition pursuant to
such registration statement and any attorney, accountant or other agent retained
by the Investors or underwriter (collectively, the "Inspectors"), all pertinent
financial and other records, pertinent corporate documents and properties of the
Corporation (collectively, the "Records"), as shall be reasonably necessary to
enable them to exercise their due diligence responsibility, and cause the
Corporation's officers, directors and employees to supply all information
(together with the Records, the "Information") reasonably requested by any such
Inspector in connection with such registration statement. Any of the Information
which the Corporation determines in good faith to be confidential, and of which
determination the Inspectors are so notified, shall not be disclosed by the
Inspectors unless (i) the disclosure of such Information is necessary to avoid
or correct a misstatement or omission in the registration statement, (ii) the
release of such Information is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction or (iii) such Information has been made
generally available to the public; the Investors agree that they will, upon
learning that disclosure of such Information is compelled by applicable Laws,
give prior notice to the Corporation and allow the Corporation, at the
Corporation's expense, to undertake appropriate action to prevent disclosure of
the Information deemed confidential;
(j) use its best efforts to obtain from its independent certified
public accountants "cold comfort" letters in customary form and at customary
times and covering matters of the type customarily covered by cold comfort
letters;
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
11
(k) use its best efforts to obtain from its counsel an opinion or
opinions in customary form;
(l) provide a transfer agent and registrar (which may be the same
entity and which may be the Corporation) for such Registrable Shares;
(m) issue to any underwriter to which the holders of such
Registrable Shares may sell shares in such offering certificates evidencing such
Registrable Shares;
(n) list such Registrable Shares on any national securities exchange
on which any shares of the Common Stock are listed or, if the Common Stock is
not listed on a national securities exchange, use its best efforts to qualify
such Registrable Shares for listing on the Nasdaq National Market, or such other
national securities exchange as the holders of a majority of such Registrable
Shares shall reasonably request;
(o) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission and make available to its
securityholders, as soon as reasonably practicable, earnings statements (which
need not be audited) covering a period of 12 months beginning within three
months after the effective date of the registration statement, which earnings
statements shall satisfy the provisions of Section 11(a) of the Securities Act;
and
(p) subject to all the other provisions of this Agreement, use its
best efforts to take all other steps necessary to effect the registration of
such Registrable Shares contemplated hereby.
Each holder of the Registrable Shares upon receipt of any written
notice from the Corporation of any event of the kind described in Section 6(h)
hereof, shall forthwith discontinue disposition of the Registrable Shares
pursuant to the registration statement covering such Registrable Shares until
such holder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 6(h) hereof, and, if so directed by the Corporation,
such holder shall deliver to the Corporation all copies, other than permanent
file copies then in such holder's possession, of the prospectus covering such
Registrable Shares at the time of receipt of such notice.
Section 7. Expenses.
All expenses (other than underwriting discounts and commissions
relating to the Registrable Shares, as provided in the last sentence of this
Section 7) incurred by the Corporation in complying with Section 6, including,
without limitation, all registration and filing fees (including all expenses
incident to filing with the National Association of Securities Dealers, Inc.),
fees and expenses of complying with securities and blue sky laws, printing
expenses, fees and expenses of the Corporation's counsel and accountants and
reasonable fees and expenses of Counsel shall be paid by the Corporation;
provided, however, that all underwriting discounts and selling commissions
applicable to the Registrable Shares and the Other Shares shall be borne by the
holders selling such Registrable Shares and Other Shares, in proportion to the
number of Registrable Shares and Other Shares sold by each such holder.
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
12
Section 8. Indemnification.
(a) In connection with any registration of any Registrable Shares
under the Securities Act pursuant to this Agreement, the Corporation shall
indemnify and hold harmless the holders of Registrable Shares, each underwriter,
broker and any other Person acting on behalf of the holders of Registrable
Shares and each other Person, if any, who controls any of the foregoing Persons
within the meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several (or actions in respect thereof), to which any of
the foregoing Persons may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or allegedly untrue
statement of a material fact contained in the registration statement under which
such Registrable Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained therein or otherwise filed
with the Commission, any amendment or supplement thereto or any document
incident to registration or qualification of any Registrable Shares, 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 or, with respect to any prospectus, necessary to make the
statements therein in light of the circumstances under which they were made not
misleading, or any violation by the Corporation of the Securities Act or state
securities or blue sky laws applicable to the Corporation and relating to action
or inaction required of the Corporation in connection with such registration or
qualification under such state securities or blue sky laws; and shall reimburse
the holders of Registrable Shares, such underwriter, such broker and such other
Person acting on behalf of the holders of Registrable Shares and each such
controlling Person for any legal or other expenses reasonably incurred by any of
them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Corporation shall not be liable
to any Person in any such case to the extent that any such loss, claim, damage,
liability or action (including any legal or other expenses incurred) arises out
of or is based upon an untrue statement or allegedly untrue statement or
omission or alleged omission made in said registration statement, preliminary
prospectus, final prospectus, amendment, supplement or document incident to
registration or qualification of any Registrable Shares in reliance upon and in
conformity with written information furnished to the Corporation through an
instrument duly executed by such Person or their counsel or underwriter
specifically for use in the preparation thereof; provided further, however, that
the foregoing indemnity agreement is subject to the condition that, insofar as
it relates to any untrue statement, allegedly untrue statement, omission or
alleged omission made in any preliminary prospectus but eliminated or remedied
in the final prospectus (filed pursuant to Rule 424 of the Securities Act), such
indemnity agreement shall not inure to the benefit of any Investor, holder,
underwriter, broker or other Person acting on behalf of holders of the
Registrable Shares from whom the Person asserting any loss, claim, damage,
liability or expense purchased the Registrable Shares which are the subject
thereof, if a copy of such final prospectus had been made available to such
Person and such Investor, holder, underwriter, broker or other Person acting on
behalf of holders of the Registrable Shares and such final prospectus was not
delivered to such Person with or prior to the written confirmation of the sale
of such Registrable Shares to such Person and the legal effect of delivery of
such final prospectus would have been to eliminate the liability otherwise
suffered or incurred by the Person asserting such loss, claim, damage, liability
or expense.
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
13
(b) In connection with any registration of Registrable Shares under
the Securities Act pursuant to this Agreement, each holder of Registrable Shares
shall severally and not jointly indemnify and hold harmless (in the same manner
and to the same extent as set forth in the preceding paragraph of this Section
8) the Corporation, each director of the Corporation, each officer of the
Corporation who shall sign such registration statement, each underwriter, broker
or other Person acting on behalf of the holders of Registrable Shares and each
Person who controls any of the foregoing Persons within the meaning of the
Securities Act with respect to any statement or omission from such registration
statement, any preliminary prospectus or final prospectus contained therein or
otherwise filed with the Commission, any amendment or supplement thereto or any
document incident to registration or qualification of any Registrable Shares if
such statement or omission was made in reliance upon and in conformity with
written information furnished by such holder to the Corporation or such
underwriter specifically for use in connection with the preparation of such
registration statement, preliminary prospectus, final prospectus, amendment,
supplement or document; provided, however, that the maximum amount of liability
in respect of such indemnification shall be limited, in the case of each seller
of Registrable Shares, to an amount equal to the net proceeds actually received
by such Seller from the sale of Registrable Shares effected pursuant to such
registration.
(c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 8, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action. The failure of any indemnified party to
notify an indemnifying party of any such action shall not (unless such failure
shall have a material adverse effect on the indemnifying party) relieve the
indemnifying party from any liability in respect of such action that it may have
to such indemnified party on account of this Section 8. In case any such action
is brought against an indemnified party, the indemnifying party will be entitled
to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be responsible for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof; provided, however, that if separate legal
counsel is reasonably required due to conflicts relating to one or more material
legal or equitable defenses available to such indemnified party which are
additional to or conflict with those available to the indemnifying party, or
that such claim or litigation involves or could have an effect upon matters
beyond the scope of the indemnity agreement provided in this Section 8, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party (but shall have the right to participate
therein with counsel of its choice) and such indemnifying party shall reimburse
such indemnified party and any Person controlling such indemnified party for
that portion of the fees and expenses of any counsel retained by the indemnified
party which is reasonably related to the matters covered by the indemnity
agreement provided in this Section 8. If the indemnifying party is not entitled
to, or elects not to, assume the defense of a claim, it will not be obligated to
pay the fees and expenses of more than one counsel with respect to such claim.
(d) If the indemnification provided for in this Section 8 is held by
a court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim,
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
14
damage, liability or action referred to herein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute to the
amounts paid or payable by such indemnified party as a result of such loss,
claim, damage, liability or action in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
which resulted in such loss, claim, damage, liability or action as well as any
other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the 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 the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The parties agree that it
would not be just and equitable if contribution pursuant hereto were determined
by pro rata allocation or by any other method or allocation which does not take
account of the equitable considerations referred to herein. No Person guilty of
fraudulent misrepresentation shall be entitled to contribution from any Person.
Section 9. Underwriting Agreement.
Notwithstanding the provisions of Sections 5, 6, 7 and 8, to the
extent that the Investors or the Corporation shall enter into an underwriting or
similar agreement, which agreement contains provisions covering one or more
issues addressed in such sections, the provisions contained in such agreement
addressing such issue or issues shall control; provided, however, that any such
agreement to which the Corporation is not a party shall not be binding upon the
Corporation and any such agreement to which one or more of the Investors is not
a party shall not be binding upon such Investor or Investors. No holder may
participate in any underwritten registration hereunder unless such holder (a)
agrees to sell such holder's securities on the basis provided in any
underwriting arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably and customarily required under the terms of such underwriting
arrangements.
Section 10. Information.
Each Investor shall furnish to the Corporation such written
information regarding such Person and the distribution proposed by such Person
as the Corporation may reasonably request in writing and as shall be reasonably
required in connection with any registration, qualification or compliance
referred to in this Agreement.
Section 11. Exchange Act Compliance.
From the Registration Date or such earlier date as a registration
statement filed by the Corporation pursuant to the Exchange Act relating to any
class of the Corporation's securities shall have become effective, the
Corporation shall comply with all of the reporting requirements of the Exchange
Act applicable to it (whether or not it shall be required to do so, but
specifically excluding Section 14 of the Exchange Act if not then applicable to
the Corporation) and shall comply with all other public information reporting
requirements of the Commission which are conditions to the availability of Rule
144 for the sale of the Common Stock. The Corporation shall cooperate with the
Investors in supplying such information as any Investor may reasonably
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
15
request to complete and file any information reporting forms presently or
hereafter required by the Commission as a condition to the availability of Rule
144.
Section 12. No Conflict of Rights.
The Corporation shall not, after the date hereof, grant any
registration rights which conflict with or impair the registration rights
granted hereby.
Section 13. Termination.
This Agreement shall terminate and be of no further force or effect
when there shall no longer be any Registrable Shares outstanding.
Section 14. Successors and Assigns.
This Agreement shall bind and inure to the benefit of the
Corporation and the Investors and, subject to Section 15, the respective
successors and assigns of the Corporation and the Investors.
Section 15. Assignment.
Each Investor may assign its rights hereunder (i) to any purchaser
or transferee of not less than twenty-five (25%) percent of such Investor's
Registrable Shares or (ii) to any Affiliate or other Group member (as such term
is defined in the Stockholders' Agreement); provided, however, that, in each
case, such purchaser, transferee, Affiliate or other Group member shall, as a
condition to the effectiveness of such assignment, be required to execute a
counterpart to this Agreement agreeing to be treated as a Investor whereupon
such purchaser, transferee or Affiliate shall have the benefits of, and shall be
subject to the restrictions contained in, this Agreement as if such purchaser,
transferee or Affiliate was originally included in the definition of an
Investor, herein and had originally been a party hereto.
Section 16. Entire Agreement; Termination of Previous Registration
Rights Agreements.
This Agreement and the other writings referred to herein or
delivered pursuant hereto, contain the entire agreement among the Investors and
the Corporation with respect to the subject matter hereof and supersede all
prior and contemporaneous arrangements or understandings with respect thereto
including, without limitation, the prior Registration Rights Agreement.
Section 17. Notices.
All notices, requests, consents and other communications hereunder
to any party shall be deemed to be sufficient if contained in a written
instrument delivered in person or sent by telecopy, nationally-recognized
overnight courier or first class registered or certified mail, return receipt
requested, postage prepaid, addressed to such party at the address set forth in
Schedule I attached hereto or such other address as may hereafter be designated
in writing by such party to the other parties.
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
16
All such notices, requests, consents and other communications shall
be deemed to have been delivered (a) in the case of personal delivery or
delivery by telecopy, on the date of such delivery, (b) in the case of dispatch
by nationally-recognized overnight courier, on the next business day following
such dispatch and (c) in the case of mailing, on the third business day after
the posting thereof.
Section 18. Modifications; Amendments; Waivers.
Neither this Agreement nor any provisions hereof can be modified,
changed, discharged, waived or terminated, except by an instrument in writing
signed by the Corporation and the Requisite Designated Preferred Stockholders as
defined in the Certificate; provided, that any such modification, change,
discharge, waiver or termination shall also require the written consent of any
particular party hereto to the extent, and only to the extent, that any such
modification, change, discharge, waiver or termination materially adversely
affects the rights, privileges, duties or obligations of such party hereunder as
compared to those of the other parties hereto. No waiver by any party of any
default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
Section 19. Counterparts; Facsimile Signatures.
This Agreement may be executed in any number of counterparts, and
each such counterpart hereof shall be deemed to be an original instrument, but
all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable at the Closing (as
defined in the CMSI Stock Purchase Agreement) if the originally executed
counterpart is delivered within a reasonable period thereafter.
Section 20. Headings.
The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.
Section 21. Governing Law.
This Agreement shall be governed by and construed in accordance with
the Laws of the State of New York applicable to contracts made and to be
performed wholly therein.
* * * * *
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.
"CORPORATION"
DEALERTRACK HOLDINGS, INC.
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-1
"INVESTORS"
ACF INVESTMENT CORP.
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-2
AUTOMOTIVE LEASE GUIDE (ALG), LLC
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-3
▇.▇. ▇▇▇▇▇▇ PARTNERS (23A SBIC), LLC
By: ▇.▇. ▇▇▇▇▇▇ Partners (23A SBIC
Manager), Inc., its Managing
Member
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-4
▇▇▇▇▇ FARGO SMALL BUSINESS
INVESTMENT COMPANY, INC.
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-5
CAPITAL ONE AUTO FINANCE, INC.
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-6
▇▇▇▇▇ FARGO FINANCIAL, INC.
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-7
WFS WEB INVESTMENTS
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-8
GRP II, L.P., a Delaware limited
partnership
By: GRPVC, L.P., its General Partner
By: GRP Management Services Corp., a
Delaware corporation, its General
Partner
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-9
GRP II PARTNERS, L.P., a Delaware
limited partnership
By: GRPVC, L.P., its General Partner
By: GRP Management Services Corp., a
Delaware corporation, its General
Partner
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-10
GRP II INVESTORS, L.P., a Delaware
limited partnership
By: Merchant Capital, Inc., its
General Partner
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-11
FIRST AMERICAN CREDIT MANAGEMENT
SOLUTIONS, INC. a Delaware
corporation
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-12
ADP, INC.
a Delaware corporation
By: _________________________________
Name:
Title:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-13
_____________________________________
▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-14
_____________________________________
▇▇▇▇▇ ▇▇▇▇▇▇
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-15
_____________________________________
▇▇▇▇ ▇. ▇'▇▇▇▇
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-16
_____________________________________
▇▇▇▇▇▇ ▇▇▇
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
S-17
SCHEDULE I
SERIES A INVESTORS
▇.▇. ▇▇▇▇▇▇ PARTNERS (23A SBIC), LLC
c/o ▇.▇. ▇▇▇▇▇▇ Partners, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
with copies to:
▇.▇. ▇▇▇▇▇▇ Partners
c/o ▇.▇. ▇▇▇▇▇▇ Partners, LLC
Official Notices Clerk
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇;
▇.▇. ▇▇▇▇▇▇ Partners
c/o J.P. Partners, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
and
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-1
SERIES A-1 INVESTORS
AUTOMOTIVE LEASE GUIDE (ALG), LLC
▇▇▇ ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇, President
with a copy to:
Seed ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
SERIES A-2 INVESTORS
First American Credit Management Solutions, Inc.
c/o First American CREDCO
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
with a copy to:
The First American Corporation
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
ADP, Inc.
ADP Dealer Services
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute notice) to:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-2
Automatic Data Processing, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
SERIES B INVESTORS
▇▇▇▇▇ Fargo Small Business Investment Company, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (415) 222 - 2400
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
Pillsbury Winthrop LLP
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Esq.
ACF Investment Corp.
c/o AmeriCredit Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
c/o AmeriCredit Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-3
SERIES B-1 INVESTORS
▇.▇. ▇▇▇▇▇▇ PARTNERS (23A SBIC), LLC
c/o ▇.▇. ▇▇▇▇▇▇ Partners, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Partners
c/o ▇.▇. ▇▇▇▇▇▇ Partners, LLC
Official Notices Clerk
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Partners
c/o J.P. Partners, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
with copies to:
▇.▇. ▇▇▇▇▇▇ Partners
c/o ▇.▇. ▇▇▇▇▇▇ Partners, LLC
Official Notices Clerk
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇;
and
Proskauer Rose LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-4
SERIES C INVESTORS
ACF INVESTMENT CORP.
c/o AmeriCredit Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
c/o AmeriCredit Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
AUTOMOTIVE LEASE GUIDE (ALG), LLC
▇▇▇ ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇, President
with a copy to:
Seed ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇.▇. ▇▇▇▇▇▇ PARTNERS (23A SBIC), LLC
c/o ▇.▇. ▇▇▇▇▇▇ Partners, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-5
with copies to:
▇.▇. ▇▇▇▇▇▇ Partners
c/o ▇.▇. ▇▇▇▇▇▇ Partners, LLC
Official Notices Clerk
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇;
▇.▇. ▇▇▇▇▇▇ Partners
c/o J.P. Partners, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
with a copy to:
Proskauer Rose LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
CAPITAL ONE AUTO FINANCE, INC.
Capital One Auto Finance, Inc.
c/o Capital One Services, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇, A Professional Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, Vg. 23219
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-6
▇▇▇▇▇ FARGO FINANCIAL, INC.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇ Fargo Financial, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
WFS WEB INVESTMENTS
▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇, President
with a copy to:
WFS Web Investments
▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇, Esq.
General Counsel
SERIES C-1 INVESTORS
GRP II, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
GRP II Partners, L.P.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-7
GRP II Investors, L.P.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
GRP II Investors, L.P.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
SERIES C-2 INVESTORS
▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇
c/▇ ▇▇▇▇▇▇ Venture Partners
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇'▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-8
SERIES C-3 INVESTORS
First American Credit Management Solutions, Inc.
c/o First American CREDCO
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
with a copy to:
The First American Corporation
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
ADP, Inc.
ADP Dealer Services
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy (which shall not constitute notice) to:
Automatic Data Processing, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
THE CORPORATION
DealerTrack Holdings, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇'▇▇▇▇, President and CEO
with a copy to:
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-9
O'Melveny & ▇▇▇▇▇ LLP
Citigroup Center
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Fourth Amended and Restated EXECUTION
Registration Rights Agreement
Sch.I-10