printer-friendly

Sample Business Contracts

Registration Rights Agreement - Realty Information Group LP

Sponsored Links

                         REALTY INFORMATION GROUP, L.P.

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


                  This  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is
entered into as of December 3, 1996 by and among Realty Information Group, L.P.,
a Delaware  limited  partnership  (together  with its  successors  and  assigns,
including a corporate  successor  entity,  the  "Company"),  Realty  Information
Group, Inc., a Delaware  corporation and the general partner of the Company (the
"General Partner"),  Founders/RIG,  L.L.C., a Delaware limited liability company
and a limited  partner  of the  Company  (together  with its  members  and their
successors and assigns,  "Founders LLC"),  Law Bulletin  Publishing  Company,  a
Delaware  corporation  (together with its  shareholders and their successors and
assigns,  "LBPC"),  and RIG Holdings,  LLC, a Delaware limited liability company
and a limited  partner  of the  Company  (together  with its  members  and their
successors and  assigns,"RH  LLC" and,  together with Founders LLC and LBPC, the
"Investors").

                                    RECITALS
                                    --------

                  WHEREAS,  the Company and  Founders  LLC have  entered into an
Agreement  Relating to  Investments in the General  Partner,  and its Affiliated
Limited Partnership dated May 15, 1995 (as the same may be amended,  modified or
supplemented from time to time, the "Founders  Purchase  Agreement"),  providing
for the  issuance,  delivery  and sale of limited  partnership  interests of the
Company; and

                  WHEREAS,  the Company and LBPC have  entered into an Agreement
Relating to the Acquisition by the Company of  Substantially  all the Assets and
Liabilities of Chicago  Resource and the  Investment by Law Bulletin  Publishing
Company  in Units  of the  Company,  dated  March  29,  1996 (as the same may be
amended,  modified  or  supplemented  from  time to  time,  the  "LBPC  Purchase
Agreement"),   providing  for  the  issuance,   delivery  and  sale  of  limited
partnership interests of the Company; and

                  WHEREAS, the Company and Allen LLC are simultaneously herewith
entering  into a Purchase  Agreement  (as the same may be  amended,  modified or
supplemented  from time to time, the "RH Purchase  Agreement" and, together with
the Founders Purchase Agreement and the LBPC Purchase  Agreement,  the "Purchase
Agreements"),  providing for the  issuance,  delivery and sale by the Company of
limited partnership interests of the Company; and

                  WHEREAS,  the  parties  hereto  agree  that they  would all be
better served if certain  provisions in the Founders Purchase Agreement and LBPC
Purchase  Agreement  were  eliminated  and addressed in a different  manner in a
master form of  registration  rights  agreement  providing for certain rights to
Founders LLC, LBPC, and Allen LLC; and


<PAGE>


                  WHEREAS,  in order to induce  Allen  LLC to enter  into the RH
Purchase  Agreement  and to induce  Founders LLC and LBPC to  terminate  certain
provisions  of the Founders  Purchase  Agreement  and LBPC  Purchase  Agreement,
respectively,  the Company and the General  Partner have agreed,  subject to the
terms set forth herein,  to cause the Company to be converted to a C corporation
so that common  stock would be issued in  exchange  for the limited  partnership
interests of the Company (the "Limited  Partnership  Interests") and to register
the shares of such common stock (the "Common Shares") pursuant to a registration
statement filed with the U.S.  Securities and Exchange Commission upon the terms
and conditions set forth herein;

                  NOW,  THEREFORE,  in  consideration  of the  mutual  premises,
covenants and conditions set forth herein, the parties hereby agree as follows:

                  1.   Definitions.   Capitalized   terms  used  herein  without
definition  shall  have the  meanings  assigned  to such  terms in the  Purchase
Agreements. For the purposes of this Agreement:

                           "Commission"  means the U.S.  Securities and Exchange
                  Commission or any other  governmental  authority  from time to
                  time administering the Securities Act.

                           "Common  Shares"  means shares of common stock of the
                  Corporation  or  issuable  pursuant  in  exchange  for Limited
                  Partnership    Interests    pursuant   to   an   Incorporation
                  Transaction.

                           "Corporation"  means  the corporation  into which the
                  Company is converted in an Incorporation Transaction.

                           "Exchange Act" means the  Securities  Exchange Act of
                  1934, as amended or any similar  federal statute and the rules
                  and the regulations of the Commission promulgated  thereunder,
                  all as the same shall be in effect from time to time.

                           "Holder"  means any person owning or having the right
                  to acquire  Registrable  Securities or any assignee thereof in
                  accordance with Section 10 hereof.

                           "Incorporation   Transaction"  means  a  transaction,
                  however  effected,  in which the Company is converted into a C
                  corporation.

                           "Initial  Public  Offering"  shall  mean the  initial
                  public offering of Common Shares by the Company.

                           "Register,"  "Registered," and  "Registration"  refer
                  to  a   Registration   effected  by  preparing  and  filing  a
                  Registration Statement or similar document in compliance

                                        2

<PAGE>



                  with the  Securities  Act, and the  declaration or ordering of
                  effectiveness of such Registrant on Statement or Document.

                           "Registrable  Securities"  means (i) as  applied to a
                  holder of Limited  Partnership  Interests,  the Common  Shares
                  issuable in exchange therefor in an Incorporation Transaction,
                  (ii) the  Common  Shares  and  (iii) any  common  stock of the
                  Corporation  issued as a dividend or other  distribution  with
                  respect  to, or in  exchange  for or in  replacement  of,  the
                  Common Shares.  As to any particular  Registrable  Securities,
                  such securities shall cease to be Registrable  Securities when
                  (a) a Registration  Statement with respect to the sale of such
                  securities  shall have become  effective  under the Securities
                  Act  and  such  securities  shall  have  been  transferred  in
                  accordance with such  Registration  Statement,  (b) they shall
                  have  been  sold as  permitted  by Rule 144 (or any  successor
                  provision)  under the Securities  Act, or provided that at the
                  time such securities are proposed to be sold, they may be sold
                  under Rule 144  without any  limitation  on the amount of such
                  securities  which may be sold or (c) they shall have ceased to
                  be outstanding.

                           "Registration  Expenses" means all expenses  incident
                  to the Company's  performance of or compliance  with Article 2
                  and 3, including,  without  limitation,  (a) the conversion of
                  the  Company  to a  Corporation,  however  effected,  (b)  any
                  allocation  of salaries and  expenses of Company  personnel or
                  other  general  overhead  expenses  of the  Company,  or other
                  expenses  for the  preparation  of  historical  and pro  forma
                  financial  statements or other data  normally  prepared by the
                  Company  in  the  ordinary   course  of   business;   (c)  all
                  Registration,  application,  filing,  transfer fees,  exchange
                  listing fees,  and register  fees;  (d) all NASD fees and fees
                  and expenses of Registration or  qualification  of Registrable
                  Securities  under state  securities or blue sky laws;  (e) all
                  word processing,  duplicating and printing expenses, messenger
                  and  delivery  expenses;  (f) the fees and expenses of counsel
                  for the Company, the fees and expenses of one counsel selected
                  by the Selling  Holders to represent the Selling Holders up to
                  a maximum of $10,000 and the fees of the Company's independent
                  accountants,   including  the  expenses  of  customary   "cold
                  comfort"  letters  required by or incident to such performance
                  and  compliance;   and  (g)  any  fees  and  disbursements  of
                  underwriters and broker-dealers customarily paid by issuers or
                  sellers of securities; provided, however, that in all cases in
                  which the  Company is required  to pay  Registration  Expenses
                  hereunder,  Registration  Expenses shall exclude  underwriting
                  discounts,  selling commissions,  and the fees and expenses of
                  Selling  Holders' own counsel (other than the counsel selected
                  to represent all Selling Holders).

                           "Securities Act" means the Securities Act of 1933, as
                  amended,  or any similar  Federal  statute,  and the rules and
                  regulations of the Commission promulgated  thereunder,  all as
                  the same shall be in effect from time to time.


                                        3

<PAGE>



                           "Selling  Holder" means any Holder that has requested
                  inclusion  of  Registrable  Securities  held by such Holder in
                  either a Demand  Registration or a Registration by the Company
                  pursuant to Section 3 hereof.


                  2.       Demand Registration.

                  (a) Request for  Registration.  At any time after the first to
occur of (i) an Initial Public  Offering or (ii) December 3, 1998,  either Allen
LLC or  Founders  LLC  may  request  that  the  Company  be  converted  into a C
corporation  (if not already so converted) and effect a  Registration  under the
Securities Act of all or part of its  Registrable  Securities on Form S-1 or any
similar long-form  Registration (a "Long-Form  Demand  Registration") or on Form
S-3 or any similar short-form Registration (a "Short-Form Demand Registration"),
if available.  A request for Registration  pursuant to this Section 2 (a "Demand
Registration")  shall specify the approximate  number of Registrable  Securities
requested to be Registered  and the  anticipated  per share price range for such
offering.  If  Allen  LLC or  Founders  LLC,  as the  case  may be,  intends  to
distribute the Registrable  Securities by means of an underwriting,  it shall so
advise  the  Company  in  its  request.   In  the  event  such  Registration  is
underwritten,  the  right of  other  Selling  Holders  to  participate  shall be
conditioned on such Selling Holders,  participation in such  underwriting.  Upon
receipt of any such request,  the Company shall  promptly give written notice of
such proposed registration to all Holders. Such Holders shall have the right, by
giving  written  notice to the Company within twenty (20) days after the Company
provides  its notice,  to elect to have  included in such  Registration  such of
their  Registrable  Securities  as such  Holders  may  request in such notice of
election.  Thereupon,  the Company  shall,  as  expeditiously  as possible,  use
commercially reasonable efforts to convert the Company to a C corporation (if it
has not  already  done so) and to effect the  Registration,  of all  Registrable
Securities  that the Company has been requested to so register  provided that if
the  underwriter  (if any)  managing the offering  determines  that,  because of
marketing factors, all of the Registrable  Securities requested to be registered
by all Holders may not be  included in the  offering,  then all Holders who have
requested Registration shall participate in the offering pro rata based upon the
number of Registrable Securities that they have requested to be so registered.

                  (b)  Registration  Statement  Form.  Registrations  under this
Section 2 shall be on such  appropriate  Registration  form of the Commission as
shall be selected by the Company and available to it under the  Securities  Act.
The Company agrees to include in any such Registration Statement all information
which,  in the  opinion of counsel to the  Selling  Holders  and  counsel to the
Company, is required to be included therein under the Securities Act.

                  (c)  Limitations  on  Registration.  The Company  shall not be
required  to effect  more than two (2)  Demand  Registrations  pursuant  to this
Section  2 at the  request  of  Allen  LLC  and not  more  than  one (1)  Demand
Registration  pursuant to this  Section 2 at the request of  Founders  LLC.  The
Company shall not be required to effect any Demand  Registration within a period
of 90 days after the effective date of any other Registration  effected pursuant
to Section 2.


                                        4

<PAGE>



                  (d) Priority on Demand Registrations. The Company may, subject
to Section 2(g), elect to include in any Registration Statement made pursuant to
Section 2,  authorized  but  unissued  Common  Shares or Common  Shares  held as
treasury stock.

                  (e) Effective  Registration  Statement.  A Demand Registration
shall not be deemed to have been  effected (i) unless a  Registration  Statement
with  respect  thereto  has  become  effective,  (ii)  if  after  it has  become
effective, such Registration is interfered with by any stop order, injunction or
other order requirement of the Commission or other governmental  agency or court
for any reason not  attributable  to the Selling  Holders and has not thereafter
become  effective,  or (iii)  if the  conditions  to  closing  specified  in the
underwriting   agreement,   if  any,   entered  into  in  connection  with  such
Registration  are not satisfied or waived,  other than by reason of a failure on
the part of the Selling Holders.

                  (f) Suspension.  If the Board of Directors of the Company,  in
its good faith  judgment,  determines  that any  Registration  of Common  Shares
should not be made or continued  because it would materially  interfere with any
material financing,  acquisition,  corporation reorganization,  merger, or other
transaction  involving the Company or any of its subsidiaries (a "Valid Business
Reason"),  (i) the Company may postpone filing a Registration Statement relating
to a Demand  Registration until such Valid Business Reason no longer exists, but
in no event for more than 90 days, and (ii) in case a Registration Statement has
been filed relating to a Demand  Registration,  if the Valid Business Reason has
not  resulted  from  actions  taken by the  Company,  the Company may cause such
Registration  Statement to be withdrawn and its effectiveness  terminated or may
postpone amending or supplementing such Registration  Statement until such Valid
Business  Reason  no longer  exists,  but in no event for more than 90 days (the
"Postponement Period"); provided, however, that in no event shall the Company be
permitted to postpone or withdraw a Registration Statement within 120 days after
the expiration of Postponement Period.

                  (g)  Allocation.   If  any  Demand  Registration  involves  an
underwritten offering and the managing underwriter of such offering shall advise
the Company that, in its view, the number of securities requested to be included
in such Registration exceeds the largest number (the "Section 2(g) Number") that
can be  sold in an  orderly  manner  in  such  offering  within  a  price  range
acceptable  to  the  Selling   Holders,   the  Company  shall  include  in  such
Registration:

                       (i) first,  all Common Shares requested to be included in
such Registration by the Selling Holders; provided, however, that, if the number
of such Common Shares exceeds the Section 2(g) Number, the number of such Common
Shares (not to exceed the Section 2(g) Number) shall be allocated to the Selling
Holders;  provided,  further,  however,  that if the  number  of  Common  Shares
requested to be included by all Selling Holders exceeds the Section 2(g) Number,
then the number of such Common  Shares  included in such  Registration  shall be
allocated on a pro rata basis among all Selling  Holders  requesting that Common
Shares be included in such  registration,  based on the number of Common  Shares
then owned by each Selling Holder requesting inclusion in relating to the number
of Common Shares then owned by all Selling Holders requesting inclusion; and

                                        5

<PAGE>



                       (ii)  second,  to the  extent  that the  number of Common
Shares to be  included  by all  Selling  Holders is less than the  Section  2(g)
Number, securities that the Company proposes to register.


                  3.       Company Registration.

                  (a)  Inclusion in Company  Registration.  Whenever the Company
proposes to file a Registration Statement (other than pursuant to Section 2 or a
Registration  relating  solely to the sale of  securities to  participants  in a
Company stock plan, or on Form S-4 with respect to any merger,  consolidation or
acquisition)  at any time and from time to time (a "Company  Registration"),  it
will, prior to such filing,  give written notice to all Holders of its intention
to do so and,  upon the written  request;  of a Holder or folders  given  within
twenty (20) days after the Company  provides  such notice  (which  request shall
state the intended method of disposition of such Registration  Securities),  the
Company  shall use  commercially  reasonable  efforts  to cause all  Registrable
Securities  Act the  Company  has been  requested  by such  Holder or Holders to
register to be registered  under the Securities  Act to the extent  necessary to
permit their sale or other  disposition in accordance with the intended  methods
of  distribution  specified  in the request or such Holder or Holders;  provided
that the Company  shall have the right to postpone or withdraw any  registration
effected pursuant to this Section 3 without obligation to any Holder.

                  (b) Term. In connection with any offering under this Section 3
involving  an  underwriting,  the  Company  shall not be required to include any
Registrable  Securities in such offering  unless the holders  thereof accept the
terms  of  the   underwriting  as  agreed  upon  between  the  Company  and  the
underwriters  selected by it provided  that such terms must be  consistent  with
this  Agreement),  and then only in such quantity as will not, in the opinion of
the underwriters, jeopardize the success of the offering by the Company.

                  (c)  Allocation.  If  any  Company  Registration  involves  an
underwritten offering and the managing underwriter of such offering shall advise
the Company that, in its view, the number of securities requested to be included
in such Registration exceeds the largest number (the "Section 3(c) Number") that
can be  sold in an  orderly  manner  in  such  offering  within  a  price  range
acceptable to the Company, the Company shall include in such Registration:

                           (i)  first,   all  Common  Shares  that  the  Company
proposes to register for its own account (the "Company Securities"); and

                           (ii) second, to the extent that the number of Company
Securities  is less than the Section 3(c)  Number,  the  remaining  shares to be
included in such  registration  shall be allocated on a pro rata basis among all
Selling Holders  requesting that Common Shares be included in such registration,
based  on the  number  of  Common  Shares  then  owned  by each  Selling  Holder
requesting  inclusion  in relation to the number of Common  Shares then owned by
all Selling Holders requesting inclusion.

                                        6

<PAGE>



                  4.   Allocation   of  Expenses.   The  Company  will  pay  all
Registration  Expenses  of all  Registrations  under this  Agreement;  provided,
however,  that if a Registration  under Section 2 is withdrawn at the request of
the Requesting Holder  requesting such  Registration  (other than as a result of
information  concerning the business or financial  condition of the Company that
is made  known to the  Holders  after the date on which  such  Registration  was
requested)  and if the  requesting  Holder elects not to have such  Registration
counted as a registration requested under Section 2, the requesting Holder shall
pay the Registration  Expenses of such  registration pro rata in accordance with
the number of their Registrable Securities included in such Registration.

                  5.  Obligations of the Company.  Whenever  required under this
Agreement to effect the  Registration of any Registrable  Securities  under this
Agreement, the Company shall, as expeditiously as reasonably possible:

                  (a) file with the  Commission a  Registration  Statement  with
respect to such Registrable  Securities and use commercially  reasonable efforts
to cause that Registration Statement to become and remain effective;

                  (b) prepare and file with the  Commission  any  amendments and
supplements to the  Registration  Statement and the  prospectus  included in the
Registration  Statement as may be necessary to keep the  Registration  Statement
effective for up to six months, in the case of a Long- Form Demand Registration,
and one year in the case of a Short-Form Demand  Registration,  or, if occurring
sooner,  until the date on which the distribution of the Registrable  Securities
shall be completed;

                  (c) furnish to each Selling Holder such reasonable  numbers of
copies of the prospectus, including a preliminary prospectus, in conformity with
the  requirements of the Securities Act, and such other documents as the Selling
Holder may  reasonably  request in order to facilitate  the public sale or other
disposition of the Registrable Securities owned by the Selling Holder; provided,
that if the Company  has  delivered  preliminary  or final  prospectuses  to the
Selling  Holders and after  having done so the  prospectus  is amended to comply
with the  requirements  of the Securities Act, the Company shall promptly notify
the Selling  Holders and, if requested,  the Selling  Holders shall  immediately
cease making offers of Registrable Securities and return all prospectuses to the
Company.  The Company shall  promptly  provide the Selling  Holders with revised
prospectuses  and,  following receipt of the revised  prospectuses,  the Selling
Holders shall be free to resume making offers of the Registrable Securities;

                  (d) use commercially reasonable efforts to register or qualify
the  Registrable  Securities  covered by the  Registration  Statement  under the
securities  or Blue  Sky  laws of  such  states  as the  Selling  Holders  shall
reasonably  request,  and do any and all  other  acts  and  things  that  may be
necessary or desirable to enable the Selling  Holders to  consummate  the public
sale or other disposition in such states of the Registrable  Securities owned by
the Selling Holder;

                  (e) in the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary form, with the managing

                                        7

<PAGE>



underwriter of such offering.  Each Holder  participating  in such  underwriting
shall also enter into and perform its obligations under such agreement; and

                  (f) notify each Holder of  Registrable  Securities  covered by
such  Registration  Statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act 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 the  light  of the  circumstances  then
existing.

                  6.       Certain Obligations of Holders.

                           (a)  It  shall  be  a  condition   precedent  to  the
obligations  of the Company to take any action under this Agreement with respect
to the  Registrable  Securities  of any Selling  Holder  that such Holder  shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities held by it, and the Intended method of disposition of such securities
as shall be required to effect the  Registration  of such  Holder's  Registrable
Securities.

                           (b) Each Holder of Registrable  Securities covered by
a  Registration  Statement  agrees  that,  upon  receipt of any notice  from the
Company  under  Section 5.(f)  hereof,  such Holder will  forthwith  discontinue
disposition of Registrable  Securities  pursuant to such Registration  Statement
until such Holder's  receipt of copies of a supplemented  or amended  prospectus
covering such Registrable  Securities,  and, if so directed by the Company, such
Holder will deliver to the Company (at the Company's expense) all copies,  other
than permanent file copies then in such Holder's  possession,  of the prospectus
covering such Registrable  Securities current at the time of its receipt of such
notice.

                  7.  Indemnification  and  Contribution.  In the  event  of any
Registrar  on of any of the  Registrable  Securities  under the  Securities  Act
pursuant to this  agreement,  the Company will  indemnify  and hold harmless the
Selling  Holder  of  such  Registrable  Securities,  each  underwriter  of  such
Registrable Securities, and each other person, if any, who controls such Selling
Holder or  underwriter  within the meaning of the Securities Act or the Exchange
Act, against any losses, claims,  damages, or liabilities,  joint or several, to
which such Selling Holder, underwriter, or controlling person may become subject
under the Securities  Act, the Exchange Act, state  securities or Blue Sky laws,
or  otherwise,  insofar as such losses,  claims,  damages,  or  liabilities  (or
actions in respect  thereof) arise out of or are based upon any untrue statement
or alleged untrue  statement of any material fact contained in any  Registration
Statement under which such  Registrable  Securities  were  registered  under the
Securities Act, any preliminary prospectus, or final prospectus contained in the
Registration  Statement,  or any amendment or  supplement  to such  Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading;  and the Company will reimburse such Selling
Holder,  underwriter,  and each  such  controlling  person  in  connection  with
investigation or defending any such loss, claim, damage,  liability,  or action;
provided, however, that the Company will not be liable in any such case to the

                                        8

<PAGE>



extent that any such loss, claim, damage, or liability arises out of or is based
upon any untrue  statement  or  omission  made in such  Registration  Statement,
preliminary  prospectus,   or  final  prospectus,   or  any  such  amendment  or
supplement, in reliance upon and in conformity with information furnished to the
Company,  in writing,  by or on behalf of such Selling Holder,  underwriter,  or
controlling person specifically for use in the preparation thereof.

                  In the  event of any  Registration  of any of the  Registrable
Securities  under the  Securities Act pursuant to this  Agreement,  each Selling
Holder of Registrable Securities,  severally and not jointly, will indemnify and
hold  harmless  the  Company,  each  of its  directors  and  officers  and  each
underwriters  (if any) and each person,  if any, who controls the Company or any
such  underwriter  within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities,  joint or several, to which
the Company, such directors and officers, underwriter, or controlling person may
become subject under the Securities Act,  Exchange Act, state securities or Blue
Sky laws, or otherwise,  insofar as such losses, claims, damages, or liabilities
(or  actions  in  respect  thereof)  arise out of or are based  upon any  untrue
statement  or  alleged  untrue  statement  of a  material  act  contained  n any
Registration  Statement under which such Registrable  Securities were registered
under  the  Securities  Act,  any  preliminary  prospectus  or final  prospectus
contained in the Registration  Statement,  or any amendment or supplement to the
Registration  Statement,  or arise  out of or are  based  upon any  omission  or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary to make the  statements  therein not  misleading,  if the statement or
omission was made in reliance upon and in conformity with  information  relating
to such  Selling  Holder  furnished in writing to the Company by or on behalf of
such Selling Holder  specifically  for use in connection with the preparation of
such Registration Statement,  prospectus,  amendment,  or supplement;  provided,
however,  that the obligations of each selling Holder hereunder shall be limited
to an  amount  equal to the  proceeds  to such  selling  Holder  of  Registrable
Securities sold in connection with such Registration.

                  Each party  entitled to  indemnification  under this Section 7
(the  "Indemnified  Party")  shall give notice to the party  required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;  provided,  that counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld); and, provided,  further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the  Indemnifying  Party of its
obligations  under this Section 7. The Indemnified Party may participate in such
defense at such party's expense; provided,  however, that the Indemnifying Party
shall  pay such  expense  if  representation  of such  Indemnified  Party by the
counsel retained by the Indemnifying  Party would be inappropriate due to actual
or potential  differing  interests  between the Indemnified  Party and any other
party represented by such counsel in such proceeding.  No Indemnifying Party, in
the defense of any such claim or  litigation,  shall  except with the consent of
each  Indemnified  Party,  consent  to entry of any  judgment  or enter into any
settlement that does not include as an unconditional  term thereof the giving by
the  claimant  or  plaintiff  to such  Indemnified  Party of a release  from all
liability  in respect of such claim or  litigations,  and no  Indemnified  Party
shall

                                        9

<PAGE>


consent to entry of any judgment or settle such claim or litigation  without the
prior written consent of the Indemnifying Party.

                  In order to provide  for just and  equitable  contribution  to
joint  liability  under the  Securities  Act in any case in which either (i) any
holder of Registrable Securities exercising rights under this Agreement,  or any
controlling  person  of any  such  holder,  makes  a claim  for  indemnification
pursuant to this Section 7 but it is  Judicially  determined  (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to  appeal  or the  denial  of the  last  right  of  appeal)  that  such
indemnification  may not be enforced in such case  notwithstanding the fact that
this Section 7 provides for  indemnification  in such case, or (ii) contribution
under the  Securities Act may be required on the part of any such Selling Holder
or any such controlling  person in circumstances  for which  indemnification  is
provided  under this  Section 7; then,  in each such case,  the Company and such
Selling Holder will  contribute to the aggregate  losses,  claims,  damages,  or
liabilities  to which they may be subject  (after  contribution  from others) in
such proportions so that such holder is responsible for the portion  represented
by the percentage that the public  offering price of its Registrable  Securities
offered by the Registration  Statement bears to the public offering price of all
securities  offered  by  such  Registration   Statement,   and  the  Company  is
responsible  for the remaining  portion;  provided,  however,  that, in any such
case,  (A) no such holder will be required to contribute any amount in excess of
the  proceeds to it of all  Registrable  Securities  sold by it pursuant to such
Registration  Statement,  and (B) no  person  or  entity  guilty  of  fraudulent
misrepresentation,  within the meaning of Section 11(f) of the  Securities  Act,
shall be entitled to contribution from any person or entity who is not guilty of
such fraudulent misrepresentation.

                  8. Indemnification with Respect to Underwritten  Offering.  In
the event  that  Registrable  Securities  are sold  pursuant  to a  Registration
Statement  in an  underwritten  offering,  the  Company  agrees to enter into an
underwriting agreement containing customary  representations and warranties with
respect to the  business and  operations  of an issuer of the  securities  being
registered  and  customary  covenants  and  agreements  to be  performed by such
issuer,  including  without  limitation  customary  provisions  with  respect to
indemnification by the Company of the underwriters of such offering.

                  9. Reports Under Securities  Exchange Act of 1934. With a view
to making  available to the Holders the benefits of Rule 144  promulgated  under
the Securities  Act and any other rule or regulation of the Commission  that may
at any time  permit a Holder to sell  securities  of the  Company  to the public
without Registration, the Company agrees to:

                           (a) Make and keep public  information  available,  as
                  those terms are  understood  and defined in Rule 144 under the
                  Securities  Act, at all times  following the ninetieth  (90th)
                  day  after  the  effective  date  of  the  first  Registration
                  Statement  filed  by  the  Company  for  the  offering  of its
                  securities to the general public;


                                       10

<PAGE>



                           (b) file with the  Commission  in a timely manner all
                  reports and other documents  required of the Company under the
                  Securities Act and the Exchange Act; and

                           (c)  furnish to any  Holder,  so long as such  Holder
                  owns any Registrable Securities,  forthwith upon request (i) a
                  written statement by the Company that it has complied with the
                  reporting requirements of Rule 144 under the Securities Act at
                  any  time  following  the  ninetieth   (90th)  day  after  the
                  effective date of the first  Registration  Statement  tiled by
                  the Company),  the Securities Act and the Exchange Act (at any
                  time   after  it  has  become   subject   to  such   reporting
                  requirements),  (ii)  a copy  of the  most  recent  annual  or
                  quarterly  report of the  Company  and such other  reports and
                  documents  so filed  by the  Company,  and  (iii)  such  other
                  information  as may be  reasonably  requested  in availing any
                  Holder  of any  rule or  regulation  of the  Commission  which
                  permits   the   selling   of  any  such   securities   without
                  Registration or pursuant to such form.

                  10. Transfer of Registration  Rights. The Registration  rights
of any Holder under this Agreement may not be  transferred  except (i) as to any
Investor,  to any  Affiliate  of such  Investor,  or (ii) to any person who is a
Permitted  Transferee  (as  such  term is  defined  in the  Limited  Partnership
Agreement  of the  Company)  of that  number  of Common  Shares  (or a number of
Limited  Partnership  Interests  exchangeable  for that number of Common Shares)
representing  not less than one percent (1%) of the  aggregate  common equity of
the Company outstanding (on a fully-diluted basis) at the time of such transfer;
provided,  however,  that the Company is given written notice from such Investor
at the time of such transfer  stating the name and address of the transferee and
identifying the securities with respect to which the rights  hereunder are being
transferred.  As a condition  to the  effectiveness  of any  transfer  permitted
hereunder  (i) the  transferee  shall  agree,  in writing,  upon  request of the
Company,  to be bound by the provisions of this Agreement,  and (ii) the Company
shall be given written  notice at the time of or within a reasonable  time after
said transfer,  stating the name and address of said  transferee or assignee and
identifying  the securities with respect to which such  Registration  rights are
being assigned.

                  11.   Allocation   of  Rights   to  Member  of  an   Investor.
Notwithstanding  anything to the contrary herein, it is understood and agreed by
the parties that the members of Allen r LC and Founders  LLC are  currently  the
ultimate  beneficial  owners of the Limited  Partnership  Interests held by each
such Investor and the rights contained  herein. At the direction of any Investor
upon any  Incorporation  Transaction,  the Company shall issue the Common Shares
issuable in  exchange  for the Limited  Partnership  Interests  directly to such
members of the Investor in such amounts as the Investor shall specify in lieu of
issuing  such Common  Shares to the  Investor.  Thereafter,  for all intents and
purposes  hereunder,  such members  shall be deemed  Holders as provided  herein
without  further  action and shall have the rights and  obligations  as provided
herein.

                  12.  "Stand-Off"  Agreement.  Each Holder, if requested by the
Company and an underwriter  of Common Stock or other  securities of the Company,
shall agree not to sell or

                                       11

<PAGE>



otherwise transfer or dispose of any Registrable  Securities or other securities
of the Company held by such Holder for a specified period of time (not to exceed
120 days)  following the effective date of a Registration  Statement;  provided,
that:

                  (a)  such  agreement  shall  only  apply  to  the  first  such
Registration  Statement  covering  Common Stock of the Company to be sold on its
behalf to the public in an underwritten offering; and

                  (b) all other holders of similar  securities  holding not less
than the number of such  securities  held by such  Holder  (including  shares of
Common  Shares  issuable in exchange for the Limited  Partnership  Interests and
issuable upon the conversion of convertible securities,  or upon the exercise of
options, warrants or rights) and all officers and directors of the Company enter
into similar agreements.

                  13.  Amendments  to  Founders  Purchase   Agreement  and  LBPC
Purchase  Agreement.  The  Founders  Purchase  Agreement  is hereby  amended  by
deleting in its  entirety  Article  VIII thereof  which  Article  shall be of no
further  force or  effect.  The LBPC  Purchase  Agreement  is hereby  amended by
deleting in its entirety Article VI thereof which Article shall be of no further
force or effect.

                  14.      Miscellaneous.

                  (a) No Inconsistent Agreements. The Company will not hereafter
enter into any agreement  with respect to its securities  which is  inconsistent
with or violates the rights granted to the Holders in this Agreement.

                  (b) Adjustments Affecting Registrable Securities.  The Company
will not take any  action,  or permit any change to occur,  with  respect to its
securities  that would  adversely  affect the  ability of the Holders to include
such  Registrable  Securities  in a  Registration  undertaken  pursuant  to this
Agreement or which would adversely affect the  marketability of such Registrable
Securities in any such Registration (including, without limitation,  effecting a
stock split or a combination of shares).

                  (c) Specific Performance;  Other Rights. The parties recognize
that various of the rights of the Investors under this Agreement are unique and,
accordingly,  the Investors  shall, in addition to such other remedies as may be
available  to any of them at law or in equity,  have the right to enforce  their
rights  hereunder by actions for injunctive  relief and specific  performance to
the extent  permitted  by law. The Company  hereby  waives any  requirement  for
security  or the  posting  of any  bond in  connection  with  any  temporary  or
permanent award of injunctive, mandatory or other equitable relief.

                  (d)  Successors  and Assigns.  Except as  otherwise  set forth
herein, all covenants, agreements and representations made herein shall bind and
inure to the benefit of each party hereto,  and their respective  successors and
assigns.

                                       12

<PAGE>


                  (e)  Notices  and   Communications.   All  notices  and  other
communications  which  by any  provision  of  this  Agreement  are  required  or
permitted to be given shall be given in writing and shall be (i) mailed by first
class or express mail, postage prepaid, (ii) sent by telex, telegram or telecopy
confirmed by mailing (by first class or express mail,  postage  prepaid) written
confirmation at substantially the same time as such rapid transmission, or (iii)
personally   delivered  to  an  officer  of  the  receiving   party.   All  such
communications  shall be mailed,  sent or delivered  to the notice  address then
applicable under the Company's Agreement of Limited Partnership.

                  A notice  delivered in person shall be effective when given; a
notice sent by mail shall not become  effective  until received by the person to
whom it is given, unless it is mailed by registered mail, in which case it shall
be deemed  effective on the earlier of the date of receipt or the third business
day after it has been mailed; a notice sent by telex, telegram or telecopy shall
be deemed to be given when receipt of such transmission is acknowledged.

                  (f) Amendments and Waivers. Any provision of this Agreement to
the contrary notwithstanding, changes in or additions to this Agreement may only
be made,  and  compliance  with any  term,  covenant,  agreement,  condition  or
provision set forth herein may only be omitted or waived (either generally or in
a  particular  instance and either  retroactively  or  prospectively),  with the
consent in writing of the Holders of 75% of Registrable Securities.

                  (g) Headings; Counterparts. Headings in this Agreement are for
purposes of reference  only and shall not limit or otherwise  affect the meaning
hereof.  This Agreement may be executed in any number of  counterparts,  each of
which shall be an  original,  but all of which  together  shall  constitute  one
instrument .

                  (h) Gender.  Whenever  used herein the  singular  number shall
include the plural,  the plural shall include the  singular,  and the use of any
gender shall include all genders.

                  (i) Further  Assurances.  Each of the parties hereto agrees to
execute and deliver  those  writings and documents  reasonably  required to more
fully carry out the purposes of this Agreement and the transactions contemplated
hereby.

                  (j)  GOVERNING  LAW.  THIS  AGREEMENT  SHALL BE  CONSTRUED  IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.


                                       13

<PAGE>


                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed under seal by their  respective duly  authorized  officers as of the
day and year first above written.

                                REALTY INFORMATION GROUP, L.P.                  
                                By:      Realty Information Group, Inc.         
                                         General Partner                        
                                                                                
                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:
                                                                                
                                REALTY INFORMATION GROUP, INC.
                                                                                
                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:
                                                                                
                                FOUNDERS/RIG, L.L.C.
                                                                                
                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:
                                                                                
                                RIG HOLDINGS, LLC
                                By: Allen & Company Incorporated
                                    Member
                                                                                
                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:
                                                                                
                                LAW BULLETIN PUBLISHING COMPANY 
                                                                                
                                By:
                                   ---------------------------------------------
                                   Name:
                                   Title:
                                

                                       14