Exhibit 10.26


 


REGISTRATION RIGHTS
AGREEMENT


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”),
dated as of                       ,
2003, by and between VENDINGDATA CORPORATION, a corporation organized under the
laws of the State of Nevada (the “Company”),
and PHILADELPHIA BROKERAGE COMPANY, a corporation organized under the laws of
the Commonwealth of Pennsylvania (the “Agent”).


WHEREAS:


A.            In connection with the Placement Agent Agreement of even date herewith by and between the
Company and the Agent (the “Agency Agreement”), the Agent has agreed,
upon the terms and subject to the conditions contained therein, to act as
placement agent for a public offering of the Company’s common stock, $.001 par
value per share (the “Common Stock”);


B.            To induce the Agent to execute and deliver the Agency
Agreement, the Company has agreed to provide the Agent with certain
registration rights under the Securities Act of 1933, as amended, and the rules
and regulations thereunder, or any similar successor statute (collectively, the
“Securities Act”), and applicable state securities laws.


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, intending to be legally bound, the Company and the Agent
hereby agree as follows:


1.             REGISTRATION
RIGHTS.


1.1           Definitions. 
For purposes of this Section 1:


(a)           Registration.  The terms “register,” “registered,” and
“registration” refer to a registration effected by preparing and filing a
registration statement or statements in compliance with the Securities Act and
pursuant to Rule 415 under the Securities Act or any successor rule providing
for offering securities on a continuous basis, and the declaration or ordering
of effectiveness of such registration statement.


(b)           Registrable Securities.  The term “Registrable Securities”
means: (i) any and all shares of Common Stock held by the Agent on the
date hereof, (ii)  any and all
shares of Common Stock issuable upon conversion or exercise of securities held
by the Agent on the date hereof, (iii) any and all shares of Common Stock
issued or issuable upon conversion or exercise of securities issued under or
contemplated by the Agency Agreement, (iv) any and all shares of Common Stock
issuable upon conversion or exercise of securities issuable to the Agent by
agreement of the Company in connection with other services rendered by the
Agent to the Company on or prior to the date hereof, and (iv) any shares of
Common Stock issued as (or issuable upon the exchange, conversion or exercise
of any warrant, right or other security which


 


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is issued as) a dividend or
other distribution with respect to, in exchange for or in replacement of, all
such shares of Common Stock described in clause (i), (ii), (iii) or (iv)
of this subsection (b); excluding in all cases, however, any shares of
Common Stock (which would otherwise be Registerable Securities) sold by a
person in a transaction in which rights under this Section 1 are not
assigned in accordance with this Agreement or any Registrable Securities sold
to the public or sold pursuant to Rule 144 promulgated under the
Securities Act (“Excluded Shares”).


(c)           Registrable Securities Then
Outstanding.  “Registrable
Securities then outstanding” shall mean the number of shares of Common Stock
that are Registrable Securities and either (1) are then issued and
outstanding or (2) are then issuable pursuant to the exchange, exercise or
conversion of then outstanding and then exercisable options, warrants or
convertible securities.


(d)           Holder.  For purposes of this Section 1 and
Section 2 hereof, the term “Holder” or “Holders” means (i) any person or
persons owning of record Registrable Securities that are not Excluded Shares or
(ii) any assignee of record of such Registrable Securities to whom rights under
this Section 1 have been duly assigned in accordance with this Agreement; provided, however, that for purposes of
this Agreement, a record holder of securities convertible into such Registrable
Securities shall be deemed to be the Holder of such Registrable Securities; provided further, that a holder of
Excluded Shares shall not be a Holder with respect to such Excluded Shares for
purposes of Section 1.2 or Section 1.4 of this Agreement; and provided further, that the Company shall
in no event be obligated to register securities other than Common Stock, and
that Holders of Registrable Securities will not be required to convert their
securities into Common Stock in order to exercise the registration rights
granted hereunder, until immediately before the closing of the offering to
which the registration relates.


(e)           Form S-3.  The term “Form S-3” means such form
under the Securities Act as is in effect on the date hereof or any successor
registration form under the Securities Act subsequently adopted by the SEC (as
defined below) that permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC
after the effective date of such registration statement.


(f)            SEC.  The term “SEC” means the United States
Securities and Exchange Commission.


1.2           Demand Registration.


(a)           Request by Holders.  If the Company shall receive a written
request from the Holders of at least thirty percent (30%) of the Registrable
Securities then outstanding that the Company file a registration statement
under the Securities Act covering the registration of Registrable Securities
pursuant to this Section 1.2, then the Company shall, within ten (10) business
days of the receipt of such written request, give written notice of such
request (“Request Notice”) to all Holders, and effect, as soon as
practicable, the registration under the Securities Act of all Registrable
Securities that Holders request to be registered and included in such
registration by written notice given by such Holders to the Company within
twenty (20)


 


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days after receipt of the
Request Notice, subject only to the limitations of this Section 1.2; provided that the Registrable Securities requested
by all Holders to be registered pursuant to such request must have an
anticipated aggregate public offering price (before any underwriting discounts
and commissions) of not less than One Million Dollars ($1,000,000).


(b)           Underwriting.  If the Holders initiating the registration
request under this Section 1.2 (“Initiating Holders”) intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, then they shall so advise the Company as a part of their request
made pursuant to this Section 1.2 and the Company shall include such
information in the written notice referred to in subsection 1.2(a).  In such event, the right of any Holder to
include its Registrable Securities in such registration shall be conditioned upon
such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder) to
the extent provided herein.  All Holders
proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the managing underwriter
or underwriters selected for such underwriting by the Company.  Notwithstanding any other provision of this
Section 1.2, if the underwriter(s) advise(s) the Company in writing that
marketing factors require a limitation of the number of securities to be
underwritten then the Company shall so advise all Holders of Registrable Securities
which would otherwise be registered and underwritten pursuant hereto, and the
number of Registrable Securities that may be included in the underwriting shall
be reduced as required by the underwriter(s) and allocated among the Holders of
Registrable Securities electing to include its Registrable Securities in such
registration on a pro rata basis according to the number of Registrable
Securities that each Holder requesting registration (including the Initiating
Holders) has elected to include in such registration; provided, however, that the number of
shares of Registrable Securities to be included in such underwriting and
registration shall not be reduced unless all other securities of the Company
are first entirely excluded from the underwriting and registration.  Any Registrable Securities excluded and
withdrawn from such underwriting shall be withdrawn from the registration.


(c)           Maximum Number of Demand
Registrations.  The Company is
obligated to effect only one (1) such registration pursuant to this
Section 1.2 and shall not be obligated to effect such a registration
during the six (6) month period after the effective date of a public offering
by the Company of its securities pursuant to a registration statement filed
under the Securities Act.


(d)           Deferral.  Notwithstanding the foregoing, if the
Company shall furnish to Holders requesting the filing of a registration
statement pursuant to this Section 1.2, a certificate signed by the
President or Chief Executive Officer of the Company stating that, in the good
faith judgment of the Board of Directors of the Company, it would be seriously
detrimental to the Company and its stockholders for such registration statement
to be filed and it is therefore essential to defer the filing of such
registration statement, then the Company shall have the right to defer such
filing for a period of not more than ninety (90) days after receipt of the
request of


 


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the Initiating Holders; provided, however, that the Company may
not utilize this deferral right more than once in any twelve (12) month period.


(e)           Expenses.  All expenses incurred in connection with a
registration pursuant to this Section 1.2, including, without limitation,
all registration and qualification fees, printers’ and accounting fees, fees
and disbursements of counsel for the Company and up to $25,000 per registration
in  fees
and disbursements of one (1) counsel for the selling Holder or Holders selected
by the Holders of a majority of the Registrable Securities included in the
registration, but excluding underwriters’ discounts and commissions, shall be
borne by the Company.  Each Holder
participating in a registration pursuant to this Section 1.2 shall bear
such Holder’s proportionate share (based on the total number of shares sold in
such registration other than for the account of the Company or any other
holders of securities included in such registration) of all discounts,
commissions or other amounts payable to underwriters or brokers in connection
with such offering.  Notwithstanding the
foregoing, the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to this Section 1.2 if the
registration request is subsequently withdrawn at the request of the Holders of
a majority of the Registrable Securities to be registered; provided further, however, that if at the
time of such withdrawal, the Holders have learned of a material adverse change
in the condition, business or prospects of the Company not known to the Holders
at the time of their request for such registration and have withdrawn their
request for registration with reasonable promptness after learning of such
material adverse change, or such request is withdrawn after a deferral at the
request of the Company pursuant to Section 1.2(d), then the Holders shall not
be required to pay any of such expenses and shall retain their rights pursuant
to this Section 1.2, including the right to the full number of demand
registrations remaining prior to the withdrawn request for registration.


1.3           Piggyback Registrations.  The Company shall notify all Holders of
Registrable Securities in writing at least thirty (30) days prior to filing any
registration statement under the Securities Act for purposes of effecting a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to any registration
under Section 1.2 or Section 1.4 of this Agreement or to any employee
benefit plan or a corporate reorganization) and will afford each such Holder an
opportunity to include in such registration statement all or any part of the
Registrable Securities then held by such Holder.  Each Holder desiring to include in any such registration
statement all or any part of the Registrable Securities held by such Holder
shall, within twenty (20) days after receipt of the above-described notice from
the Company, so notify the Company in writing, and in such notice shall inform
the Company of the number of Registrable Securities such Holder wishes to
include in such registration statement. 
If a Holder decides not to include all of its Registrable Securities in
any registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities
in any subsequent registration statement or registration statements as may be
filed by the Company with respect to offerings of its securities, all upon the
terms and conditions set forth herein.


 


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(a)           Underwriting.  If a registration statement under which the
Company gives notice under this Section 1.3 is for an underwritten
offering, then the Company shall so advise the Holders of Registrable
Securities.  In such event, the right of
any such Holder’s Registrable Securities to be included in a registration
pursuant to this Section 1.3 shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s
Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their
Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriter(s) selected for such underwriting. 
Notwithstanding any other provision of this Agreement, if the Company or
its managing underwriter(s) determine(s) in good faith that marketing factors
require a limitation of the number of shares to be underwritten, then the
managing underwriter(s) may exclude shares (including Registrable Securities)
from the registration and the underwriting, and the number of shares that may
be included in the registration and the underwriting shall be allocated, first,
to the Company, and second, to each of the Holders requesting inclusion
of their Registrable Securities in such registration statement on a pro rata
basis based on the total number of Registrable Securities requested by each
such Holder to be included in the registration, provided, however, that the number of shares offered by the
Holders may not be reduced to less than twenty-five percent (25%) of the total
number of shares registered in the offering. 
If any Holder disapproves of the terms of any such underwriting, such
Holder may elect to withdraw therefrom by written notice to the Company and the
underwriter, delivered at least ten (10) business days prior to the effective
date of the registration statement.  Any
Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration. 
For any Holder that is a partnership, limited liability company or
corporation, the partners, retired partners, members, retired members and
stockholders of such Holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the
foregoing persons shall be deemed to be a single “Holder,” and any pro rata
reduction with respect to such “Holder” shall be based upon the aggregate
amount of shares carrying registration rights owned by all entities and
individuals included in such “Holder,” as defined in this sentence.


(b)           Expenses.  All expenses incurred in connection with a
registration pursuant to this Section 1.3 (excluding underwriters’ and
brokers’ discounts and commissions), including, without limitation all federal
and “blue sky” registration and qualification fees, printers’ and accounting
fees, fees and disbursements of counsel for the Company and up to $25,000 per
registration in fees and disbursements of one (1) counsel for the selling
Holder or Holders, selected by the selling Holder or Holders holding a majority
of the shares included in the registration by all selling Holders, shall be
borne by the Company.


1.4           Form S-3 Registration.  In case the Company shall receive from any
Holder or Holders of Registrable Securities a written request or requests that
the Company effect a registration on Form S-3 and any related
qualification or compliance with respect to all or a part of the Registrable
Securities owned by such Holder or Holders, then the Company will:


 


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(a)           promptly give written notice of the
proposed registration and the Holder’s or Holders’ request therefor, and any
related qualification or compliance, to all other Holders of Registrable
Securities; and


(b)           as soon as practicable, effect such
registration and all such qualifications and compliances as may be so requested
and as would permit or facilitate the sale and distribution of all or such
portion of such Holder’s or Holders’ Registrable Securities as are specified in
such request, together with all or such portion of the Registrable Securities
of any other Holder or Holders joining in such request as are specified in a
written request given within twenty (20) days after receipt of such written
notice from the Company; provided, however,
that the Company shall not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 1.4:


(i)            if Form S-3 is not
available for such offering by the Holders;


(ii)           if the Holders, together with the
holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public of less than One Million Dollars
($1,000,000);


(iii)          if the Company shall furnish to the
Holders a certificate signed by the President or Chief Executive Officer of the
Company stating that, in the good faith judgment of the Board of Directors of
the Company, it would be seriously detrimental to the Company and its
stockholders for such Form S-3 registration to be effected at such time,
in which event the Company shall have the right to defer the filing of the
Form S-3 registration statement no more than once during any twelve
(12) month period for a period of not more than ninety (90) days following
receipt of a request of the Holder or Holders under Section 1.2 or
Section 1.4;


(iv)          if the Company has, within the twelve
(12) month period preceding the date of such request, already effected one (1)
registration on Form S-3 for Holders pursuant to this Section 1.4; or


(v)           in any jurisdiction in which the
Company would be required to (A) qualify as a foreign corporation or as a
dealer in securities in such jurisdiction where it would not otherwise be
required to qualify but for this Agreement or (B) take any action that would
subject it to general service of process in suits or to taxation in such
jurisdiction where it is not then so subject.


(c)           Expenses.  Subject to the foregoing, the Company shall
file a Form S-3 registration statement covering the Registrable Securities
and other securities so requested to be registered pursuant to this
Section 1.4 as soon as practicable after receipt of the request(s) of the
Holder(s) for such registration.  The
Company shall pay all expenses incurred in connection with each registration
requested pursuant to this Section 1.4 (excluding underwriters’ or
brokers’ discounts and commissions), including without limitation all filing,
registration and qualification, printers’ and accounting fees, fees and
disbursements of counsel for the Company and up to


 


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$25,000 per registration in
fees and disbursements of one (1) counsel for the selling Holder or Holders
selected by the selling Holder or Holders owning a majority of the shares
included in the registration owned by all selling Holders.


(d)           Demand Registration.  A Form S-3 registration shall be deemed
to be a demand registration as described in Section 1.2 above.


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


(a)           prepare and file with the SEC a
registration statement with respect to such Registrable Securities and use its
commercially reasonable efforts to cause such registration statement to become
effective, and, upon the request of the Holders of a majority of the
Registrable Securities being registered thereunder, keep such registration
statement effective for up to one hundred twenty (120) days or until the
Holders have completed the distribution referred to in such registration
statement, whichever occurs first (but in any event for at least any period
required under the Securities Act); provided
that before filing such registration statement or any amendments
thereto, the Company will furnish to the Holders copies of all such documents
proposed to be filed;


(b)           prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement;


(c)           furnish to the Holders such number of
copies of such registration statement and of each amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
prospectus contained in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under
Rule 424 under the Securities Act, in conformity with the requirements of the
Securities Act, and such other documents as Holders may reasonably request in
order to facilitate the disposition of Registrable Securities owned by them;


(d)           use its best efforts to register and
qualify the securities covered by such registration statement under such other
securities or “blue sky” laws of such states or jurisdictions as shall be
reasonably requested by the Holders, provided that the Company shall not be
required in connection therewith or as a condition thereto (i) to qualify to do
business in any state or jurisdiction where it would not otherwise be required
to qualify but for the requirements of this clause (d), or (ii) to file a
general consent to service of process in any such state or jurisdiction;


(e)           use its best efforts to cause all
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or 


 


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authorities as may be
necessary by virtue of the Company’s business or operations to enable the
seller or sellers thereof to consummate the disposition of such Registrable
Securities;


(f)            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 underwriter(s) of such
offering;


(g)           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;


(h)           notify each Holder of Registrable
Securities covered by such registration statement of the underwriters, if any,
and confirm in writing: (i) when the registration statement has become
effective; (ii) when any post-effective amendment to the registration statement
becomes effective; and (iii) of any request by the SEC for any amendment or
supplement to the registration statement or prospectus or for additional
information;


(i)            notify each Holder of Registrable
Securities if at any time the SEC should institute or threaten to institute any
proceedings for the purpose of issuing, or should issue, a stop order
suspending the effectiveness of the registration statement.  Upon the occurrence of any of the events
mentioned in the preceding sentence, the Company will use its best efforts to
prevent the issuance of any stop order or to obtain the withdrawal thereof as
soon as possible.  The Company will
advise each Holder of Registrable Securities promptly of any order or communication
of any public board or body addressed to the Company suspending or threatening
to suspend the qualification of any Registrable Securities for sale in any
jurisdiction;


(j)            furnish, at the request of any
Holder requesting registration of Registrable Securities pursuant to this
Agreement, (i) on the date that such Registrable Securities are delivered to
the underwriters for sale in connection with a registration pursuant to this
Agreement, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, an
opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities
and (ii) on the date that the registration statement with respect to such
securities becomes effective, a “comfort” letter dated such date, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to underwriters
in an underwritten public offering, addressed to the underwriters, if any, and
to the Holders requesting registration of Registrable Securities, and, if such
securities are being sold through underwriters, a reaffirmation of such letter
on the date that such Registrable Securities are delivered to the underwriters
for sale;


 


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(k)           As soon as practicable after the
effective date of the registration statement, and in any event within sixteen
(16) months thereafter, have “made generally available to its security holders”
(within the meaning of Rule 158 under the Securities Act) an earning statement
(which need not be audited) covering a period of at least twelve (12) months
beginning after the effective date of the registration statement and otherwise
complying with Section 11(a) of the Securities Act;


(l)            otherwise use its best efforts to
comply with all applicable rules and regulations of the SEC;


(m)          use its best efforts to cause all the
Registrable Securities either (i) to be listed on a national securities
exchange (if the Registrable Securities are not already so listed) and on each
additional national securities exchange on which similar securities issued by
the Company are then listed, if the listing of the Registrable Securities is
then permitted under the rules of such exchange, or (ii) to secure designation
of all the Registrable Securities as a NASDAQ “national market system security”
within the meaning of Rule 11Aa2-1 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or,
failing that, to secure listing on NASDAQ for the Registrable Securities and,
without limiting the generality of the foregoing, to arrange for at least one
(1) market maker to register as such with respect to Registrable Securities
with the National Association of Securities Dealers;


(n)           make available for inspection by any
seller of Registrable Securities, by any underwriter participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such seller or any such
underwriter, all pertinent financial and other records and pertinent corporate
documents and properties of the Company, and cause all of the Company’s
officers, directors and employees to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement; and


(o)           make such representations and
warranties to the selling Holders and the underwriters as are customarily made
by issuers to underwriters and selling Holders, as the case may be, in primary
underwritten public offerings.


1.6           Furnish Information.  It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Sections 1.2, 1.3 or 1.4 hereof
that the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Securities held by them and the intended
method of disposition of such securities as shall be required to timely effect
the registration of their Registrable Securities.  If any registration statement or comparable statement under the
Securities Act refers to a Holder or any of its affiliates, by name or
otherwise, as the holder of any securities of the Company then, unless counsel
to the Company advises the Company that the Securities Act requires that such
reference be included in any such statement, each such Holder shall have the
right to require the deletion of such reference to itself and its affiliates.


 


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1.7           Delay of Registration.  No Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Section 1.


1.8           Indemnification. 
In the event any Registrable Securities are included in a registration
statement under Sections 1.2, 1.3 or 1.4 hereof:


(a)           By the Company.  To the extent permitted by law, the Company
will indemnify and hold harmless each Holder, the partners, officers and
directors of each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls such 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
they may become subject under the Securities Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a “Violation”):


(i)            any untrue statement or alleged
untrue statement of a material fact contained in a registration statement under
this Agreement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto or any documents
filed under state securities or “blue sky” laws in connection therewith;


(ii)           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


(iii)          any violation or alleged violation by
the Company of the Securities Act, the Exchange Act, any federal or state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any federal or state securities law in connection with the
offering covered by such registration statement;


and the Company will
reimburse each such Holder, partner, officer or director, underwriter or
controlling person for any legal or other expenses incurred by them, as
incurred, in connection with investigating or defending any such loss, claim,
damage, liability or action; provided,
however, that the indemnity
agreement contained in this subsection 1.8(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, officer, director, underwriter
or controlling person of such Holder.


(b)           By Selling Holders.  To the extent permitted by law, each selling
Holder will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each person,
if any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other Holder selling securities under 


 


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such registration statement
or any of such other Holder’s partners, directors or officers or any person who
controls such Holder 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 or any such director, officer, controlling person,
underwriter or other such Holder, partner or director, officer or controlling
person of such other Holder may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, underwriter or other Holder, partner, officer, director or controlling
person of such other Holder in connection with investigating or defending any
such loss, claim, damage, liability or action; provided,
however, that the indemnity
agreement contained in this subsection 1.8(b) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder (which consent shall
not be unreasonably withheld); and provided
further, that the total amounts
payable in indemnity by a Holder under this Section 1.8(b) in respect of any Violation
shall not exceed the net proceeds received by such Holder in the registered
offering out of which such Violation arises.


(c)           Notice.  Promptly after receipt by an indemnified
party under this Section 1.8 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this
Section 1.8, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential conflict of interests between such indemnified party
and any other party represented by such counsel in such proceeding.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 1.8, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.8.


(d)           Contribution.  If for any reason the foregoing indemnity is
unavailable, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other (taking into consideration, among other things,
the fact that the provision of the registration rights and indemnification
hereunder is a material 


 


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inducement to the Agent to
act as placement agent pursuant to the Agency Agreement) or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law or
provides a lesser sum to the indemnified party than the amount hereinafter
calculated, in such proportion as is appropriate to reflect not only the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other (taking into consideration, among other things,
the fact that the provision of the registration rights and indemnification
hereunder is a material inducement to the Agent to act as placement agent
pursuant to the Agency Agreement) but also the relative fault of the
indemnifying party and the indemnified party as well as any other relevant
equitable considerations.  The relative
fault 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 or
on behalf of the indemnifying party or the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. 
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  Notwithstanding anything to the contrary in
this Section 1.8, no Holder shall be required, pursuant to this Section 1.8, to
contribute any amount in excess of the net proceeds received by such
indemnifying party from the sale of Common Stock in the offering to which the
losses, claims, damages, liabilities or expenses of the indemnified party
relate.


(e)           Survival.  The obligations of the Company and Holders
under this Section 1.8 shall survive the completion of any offering of
Registrable Securities in a registration statement, and otherwise.


1.9           Rule 144 Reporting.  With a view to making available the benefits of certain rules and
regulations of the SEC which may at any time permit the sale of the Registrable
Securities to the public without registration, after such time as a public
market exists for the Common Stock of the Company, 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;


(b)           take such action as is necessary to
enable the Holders to utilize Form S-3 for the sale of their Registrable Securities;


(c)           use its best efforts to file with the
SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act; and


(d)           furnish to any Holder, so long as the
Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements
of the Securities Act, the Exchange Act and Rule 144 under the Securities Act
or that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time it so qualifies), (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 


 


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the SEC which permits the
selling of any such securities without registration or pursuant to such form.


1.10         Termination of the Company’s Obligations.  The Company shall have no obligations
pursuant to Sections 1.2, 1.3 and 1.4 with respect to:  (i) any request or requests for
registration made by any Holder on a date more than two (2) years after the
date hereof or (ii) any Registrable Securities proposed to be sold by a
Holder in a registration pursuant to Section 1.2, 1.3 or 1.4 if, in the
opinion of counsel to the Company, all such Registrable Securities proposed to
be sold by a Holder may be sold without registration under the Securities Act pursuant
to Rule 144(k) under the Securities Act.


2.             ASSIGNMENT
AND AMENDMENT.


2.1           Assignment. 
The rights to cause the Company to register Registrable Securities
pursuant to this Agreement may be assigned in whole or in part by a Holder to
one or more transferees or assignees of not less than twenty thousand (20,000)
shares of Registrable Securities; provided,
however, that such minimum shareholding requirement shall not apply
to any assignment or transfer made by a Holder to such Holder’s spouse, lineal
ascedants or descendants, brothers or sisters (“Family Members”), or trusts
established for the benefit of any such Family Members or, if the Holder is a
trust, to the beneficiary thereof or, if the Holder is a corporation,
partnership or other business entity, (x) to such Holder’s Affiliate(s) (as
defined below), and/or (y) to any member of the Board of Directors of the
Company designated by such Holder, and, provided
further that, such transferee or assignee delivers to the Company a
written instrument by which such transferee or assignee agrees to be bound by
the obligations imposed on Holders under this Agreement to the same extent as
if such transferee or assignee was a party hereto.  For purposes hereof, “Affiliate” shall mean with respect to any
Holder that is a corporation, partnership or other business entity, any of the
stockholders, subsidiaries, officers, directors, members or partners of such
Holder, and any other corporation, partnership or other business entity which
directly or indirectly controls, is controlled by or is under common control
with such Holder.


2.2           Amendment; Waiver. 
Any provision of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Holders (and/or any of their permitted successors or assigns) holding
shares of Registrable Securities then outstanding.  The observance of any provision of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the party to be charged,
provided that the Agent (so long as it holds Registrable Securities) may act on
behalf of all such Holders of Registrable Securities.  Any amendment or waiver effected in accordance with this Section
2.2 shall be binding upon each Holder of Registrable Securities, each future
Holder and holder of all such securities, and the Company.


 


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3.             LIMITATIONS.


3.1           Limitation on Company Offerings.  The Company may not cause any other
registration of securities for its own account (other than a registration
effected solely to implement an employee benefit plan) which would become
effective less than ninety (90) days after the effective date of any
registration requested pursuant to Section 1.2 or 1.4 to be initiated after
such requested registration.


3.2           Mergers, etc. 
The Company shall not, directly or indirectly, enter into any merger,
consolidation or reorganization in which the Company shall not be the surviving
corporation unless the proposed surviving corporation shall, prior to such
merger, consolidation or reorganization, agree in writing to assume the
obligations of the Company under this Agreement, and for that purpose
references hereunder to “Registrable Securities” shall be deemed to be
references to the securities which the Holders would be entitled to receive in
exchange for Registrable Securities under any such merger, consolidation or
reorganization; provided,  however, that the provisions of this
Agreement shall not apply in the event of any merger, consolidation or
reorganization in which the Company is not the surviving corporation if the
Holders of Registrable Securities are entitled to receive in exchange therefore
(i) cash, (ii) securities of the acquiring corporation which have been
registered under the Securities Act in connection with the merger,
consolidation or reorganization, and/or (iii) securities of the acquiring
corporation which the acquiring corporation has agreed to register within
ninety (90) days of the completion of the transaction for resale to the public
pursuant to the Securities Act.


3.3           Limitations on Subsequent Registration Rights.  From and after the date of this Agreement,
the Company shall not, without the prior written consent of the Holders of a
majority of the Registrable Securities then outstanding, enter into any
agreement with any holder or prospective holder of any securities of the
Company that provides such holder or prospective holder with registration
rights superior to the registration rights provided to the Agent pursuant to
Section 1.


3.4           Legends and Opinions.  The Company shall not require an opinion of counsel for the
Holders before authorizing the transfer of shares of Registrable Securities or
the removal of securities legends for the certificates representing such
Registrable Securities for (i) routine sales made in compliance with Rule 144
of the Securities Act, (ii) shares that are eligible for resale under Rule
144(k) of the Securities Act, (iii) partnership distributions of any Holder
that do not require registration based upon existing SEC interpretations, and
(iv) transfers to Affiliates that do not require registration based upon
existing SEC interpretations.


4.             GENERAL
PROVISIONS.


4.1           Notices. 
Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given upon
receipt by the party to be notified or three (3) days after deposit with the
United States Post Office, by registered or certified mail, postage prepaid (or
by Federal Express or other similar overnight courier service, so long as
written acknowledgement of delivery is obtained), and addressed to 


 


14

















 


the party to be notified (a)
if to a party other than the Company, at such party’s address set forth at the
end of this Agreement, or at such other address as such party shall have furnished
the Company in writing, or, until any such party so furnishes an address to the
Company, then to and at the address of the last holder of the shares covered by
this Agreement who has so furnished an address to the Company, or (b) if to the
Company, at its address set forth at the end of this Agreement, or at such
other address as the Company shall have furnished to the parties in writing.


4.2           Entire Agreement. 
This Agreement, together with all the exhibits hereto, constitutes and
contains the entire agreement and understanding of the parties with respect to
the subject matter hereof and supersedes any and all prior negotiations,
correspondence, agreements, understandings, duties or obligations between the
parties respecting the subject matter hereof.


4.3           Governing Law. 
This Agreement shall be governed by and construed exclusively in
accordance with the internal laws of the State of Nevada as applied to
agreements among Nevada residents entered into and to be performed entirely within
Nevada, whether or not all parties hereto are residents of Nevada, excluding
that body of law relating to conflict of laws and choice of law.


4.4           Severability. 
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, then such provision(s) shall be excluded from this
Agreement and the balance of this Agreement shall be interpreted as if such
provision(s) were so excluded and shall be enforceable in accordance with its
terms.


4.5           Third Parties. 
Nothing in this Agreement, express or implied, is intended to confer
upon any person, other than the parties hereto and their successors and
assigns, any rights or remedies under or by reason of this Agreement.


4.6           Successors and Assigns.  Subject to the provisions of Section 2.1, the provisions of
this Agreement shall inure to the benefit of, and shall be binding upon, the
successors and permitted assigns of the parties hereto.


4.7           Captions. 
The captions to sections of this Agreement have been inserted for
identification and reference purposes only and shall not be used to construe or
interpret this Agreement.


4.8           Counterparts. 
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


4.9           Costs and Attorneys’ Fees.  In the event that any action, suit or other
proceeding is instituted concerning or arising out of this Agreement or any
transaction contemplated hereunder, the prevailing party shall recover all of
such party’s costs and attorneys’ fees incurred in each such action, suit or
other proceeding, including any and all appeals or petitions therefrom.


 


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4.10         Adjustments for Stock Splits and Certain Other Changes.  Wherever in this Agreement there is a
reference to a specific number of shares of Common Stock of the Company of any
class or series, then, upon the occurrence of any subdivision, combination or
stock dividend of such class or series of stock, the specific number of
shares so referenced in this Agreement shall automatically be proportionally
adjusted to reflect the affect on the outstanding shares of such class or
series of stock by such subdivision, combination or stock dividend.


4.11         Aggregation of Stock.  All shares held or acquired by affiliated
entities or persons shall be aggregated together for the purpose of determining
the availability of any rights under this Agreement.


 


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IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed as of the date first
above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
  VENDINGDATA CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
  6830
  Spencer Street

  Las
  Vegas, NV 89119

  
					



 


 


 


 


	
   

  	
  AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  PHILADELPHIA BROKERAGE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
  Address:

  	
  992
  Old Eagle School Road 

  Suite
  915 

  Wayne,
  PA 19087

  
					



 


 


 


 


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