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Exhibition 10.3
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 REGISTRATION RIGHTS AGREEMENT
 Agreement Effective Date ASV Caterpillar parties party
 Recitals
 A.
    
    Since 1998, ASV has issued to Caterpillar the Shares (as defined below).B.
    
    Simultaneous to executing this Agreement, the parties are executing a Purchase
Agreement under which ASV will supply undercarriages to Caterpillar (the Purchase
Agreement).
  SECTION 1. GENERAL
 Definitions.
 (a)
    
    Affiliate shall mean any person or entity controlling, controlled by or under
common control with another entity or person. For the purposes of this definition,
control shall have the meaning presently specified for that word in Rule 405
promulgated by the SEC under the Securities Act.(b)
    
    Boardmeans the board of directors of ASV.(c)
    
    Common Stock means ASVs common stock, $.01 par value per share.(d)
    
    Exchange Act means the Securities Exchange Act of 1934, as amended.(e)
    
    Form S-3 means such form under the Securities Act as in effect on the date
hereof or any successor or similar registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by ASV with the SEC.(f)
    
    Person means an individual, corporation, partnership, limited liability
company, limited liability partnership, syndicate, person, trust, association,
organization or other entity, including any governmental authority, and including any
successor, by merger or otherwise, of any of the foregoing.(g)
    
    Register, registered, and registration refer to a registration effected
by preparing and filing a registration statement in compliance with the Securities Act,
and the declaration or ordering of effectiveness of such registration statement or document.(h)
    
    Registrable Securities means (1) the Shares and (2) any Common Stock issued
as (or issuable upon the conversion or exercise of any warrant, right or other security
which is
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 issued as) a dividend or other distribution with respect to, or in exchange
for or in replacement of, the Shares; provided, however, that Registrable Securities
shall not include any shares which have been distributed or sold to the public pursuant
to an offering registered under an effective registration statement under the
Securities Act or which Caterpillar has sold pursuant to SEC Rule 144 or any similar or
analogous rule promulgated under the Securities Act.(i)
    
    Registration Expenses means all expenses incurred by ASV in complying with
Sections 2.1, 2.3 and 2.5 hereof, including, without limitation, all registration,
qualification and filing fees, printing expenses, fees and disbursements of counsel for
ASV, underwriters (excluding discounts and commissions), other reasonable fees and
disbursements, blue sky fees and expenses and the expense of any special audits
incident to or required by any such registration (but excluding the compensation of
regular employees of ASV which shall be paid in any event by ASV), and, with respect to
a registration pursuant to Section 2.2, the increase in the SEC filing fees based upon
the number of Registrable Securities being registered.(j)
    
    Registration Request means a written request by Caterpillar that ASV register
the Registrable Securities under the Securities Act pursuant to the applicable
registration statement under Section 2, which request in no event may be made prior to
the earlier of (i) April 1, 2008 and (ii) the date of expiration or termination of the
Purchase Agreement.(k)
    
    SEC or Commission means the U.S. Securities and Exchange Commission.(l)
    
    Securities Act means the Securities Act of 1933, as amended.(m)
    
    Shares means 6,080,138 shares of Common Stock held by Caterpillar and/or its
permitted assigns as of the Effective Date.(n)
    
    Special Registration Statement means a registration statement relating to (i)
any employee benefit plan or (ii) with respect to any corporate reorganization or other
transaction under Rule 145 of the Securities Act.(o)
    
    Subsidiary means any corporation more than 50% of whose outstanding voting
stock shall at the time be owned directly or indirectly by ASV or by one or more
Subsidiaries or by ASV and one or more Subsidiaries.
 SECTION 2. REGISTRATION
 Demand Registration.
 (a)
    
    ASV shall register the Shares requested in Caterpillars Registration Request
pursuant to a registration statement filed under the Securities Act within 45 days
following the date of such Registration Request.(b)
    
    Notwithstanding the foregoing, ASV shall not be obligated to take any action to
effect or complete (i) more than three registration statements pursuant to this Section
2.1, (ii) any registration statement pursuant to this Section 2.1 if the resale of the Shares to
be covered by the required registration statement could be registered on Form S-3 or
(iii) if ASV shall furnish to Caterpillar a certificate signed by the Chief
Executive Officer of ASV stating that in the good faith judgment of the Board it
would be materially detrimental to
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 ASV or its shareholders for a registration
statement to be filed in the near future, in which case ASVs obligation to register
Shares under this Section 2.1 shall be deferred for a period not to exceed 60 days
from the date of receipt of the Registration Request from Caterpillar, provided that
ASV may not exercise this deferral right more than once per 12-month period.
 Piggyback Registrations.
 (a)
    
    Except in the case of Special Registration Statements, ASV shall notify
Caterpillar in writing at least 30 days prior to the filing of any registration
statement for purposes of a public offering of ASV equity securities on or after the
date on which Caterpillar is permitted to deliver a Registration Request under this
Agreement (each a Company Registration Statement). ASV will allow Caterpillar to
include in such registration statement all or part, in Caterpillars sole discretion,
of its Registrable Securities. Caterpillar must notify ASV within 15 business days
after the above-described notice from ASV of its desire to register all or any portion
of its Registrable Securities under a Company Registration Statement by delivering a
Registration Request to ASV. Caterpillars right to include any Registrable Securities
in any subsequent Company Registration Statement will continue until Caterpillar no
longer holds Shares.(b)
    
    If the registration of which ASV gives notice is for a registered public
offering involving an underwriting, ASV shall so advise Caterpillar as part of the
written notice given pursuant to Section 2.2(a) above. In such event, the right of
Caterpillar to registration pursuant to this Section 2.2 shall be conditioned upon
Caterpillars participation in such underwriting, and the inclusion of Registrable
Securities in the underwriting shall be limited to the extent provided herein.(c)
    
    Caterpillar shall (together with ASV and all the other holders distributing
their securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by ASV.
Notwithstanding any other provision of this Section 2.2, if the managing underwriter
determines that marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may limit the Registrable Securities to be
included in such registration to an amount no less than 30% of all shares to be
included in such offering. If Caterpillar disapproves of the terms of any such
underwriting, it may elect to withdraw therefrom by written notice to ASV.(d)
    
    ASV shall have the right to terminate or withdraw any Company Registration
Statement prior to the effectiveness of such registration whether or not Caterpillar
has elected to include securities in such registration.
 Form S-3 Registration.
 (a)
    
    Subject to the conditions of Sections 2.3(a) and (b), Caterpillar may request,
under a Registration Request, that ASV effect a registration on Form S-3 (or any
successor to Form S-3) and all such qualifications and compliances as may be requested
or required in connection therewith (a Form S-3 Registration). Subject to Section
2.3(b), within 30 days following such request, ASV shall effect a Form S-3 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 Caterpillars
Registrable Securities as are specified in such request.
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 (b)
    
    ASV shall have the right to delay a Form S-3 Registration if ASV shall furnish
to Caterpillar a certificate signed by the Chief Executive Officer of ASV stating that
in the good faith judgment of the Board it would be materially detrimental to ASV or
its shareholders for a registration statement to be filed in the near future, in which
case ASVs obligation to register Shares under this Section 2.3(b) shall be deferred
for a period not to exceed 30 days from the date of receipt of the Registration Request
from Caterpillar, provided that ASV may not exercise this deferral right more than once
per 12-month period Further, notwithstanding Section 2.3(a), ASV shall not be
obligated to effect a Form S-3 Registration:
 (1)
    
    if Form S-3 is not available for such offering requested by
Caterpillar; or(2)
    
    if ASV has, within the 12-month period preceding the date of
such request, already effected two (2) Form S-3 Registrations for Caterpillar
pursuant to this Section 2.3.
 (c)
    
    Form S-3 Registrations shall not be counted as requests for registration under
Sections 2.1 or 2.2.
 Expenses of Registration.
 Obligations of ASV.
 (a)
    
    Within 45 days following the date of a Registration Request, ASV shall 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 as soon as possible, but in no event later than 150 days
after the date of the Registration Request (Registration Deadline) and shall remain
effective for at least 180 days or until the distribution described in the registration
statement has been completed; provided, that in the case of any registration of
Registrable Securities which are intended to be offered on a delayed or continuous basis, such 180 day period
shall be extended until all such Registrable Securities are sold or become salable
pursuant to Rule 144(k) under the Securities Act; provided further, that at least
five (5) business days before filing a registration statement or prospectus or any
amendments or supplements thereto, ASV will furnish Caterpillars counsel copies of
all such documents proposed to
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 be filed, which documents will be subject to the
review of such counsel. ASV shall respond promptly to any and all comments made by
the staff of the SEC on the registration statement, and shall submit to the SEC,
within two (2) business days after ASV learns that no review of the registration
statement will be made by the staff of the SEC or that the staff of the SEC has no
further comments on the registration statement, as the case may be, a request for
acceleration of the effectiveness of the registration statement to a time and date
not later than 48 hours after the submission of such request.(b)
    
    Promptly 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 for
the period set forth in Section 2.5(a) above.(c)
    
    Furnish to Caterpillar as soon as practicable such number of copies of a
prospectus, including a preliminary prospectus and any amendments and supplements to
such prospectus, in conformity with the requirements of the Securities Act, and such
other documents as Caterpillar may reasonably request in order to facilitate the
disposition or sale of Caterpillars Registrable Securities.(d)
    
    Use its commercially reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky laws of
such jurisdictions as shall be reasonably requested by Caterpillar; providedthat ASV
shall not be required in connection therewith or as a condition thereto to qualify to
do business, file a general consent to service of process or subject itself to taxation
in any such states or jurisdictions.(e)
    
    Use best efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction, at the
earliest possible moment.(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 and, to the extent reasonably requested by the
managing underwriters of any underwritten offering, instruct appropriate officers of
ASV to attend road shows scheduled in connection with any such registration.(g)
    
    Notify Caterpillar 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. ASV will amend or
supplement such prospectus in order to cause such prospectus not to include any untrue
statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing.(h)
    
    Furnish, on the date that such Registrable Securities are delivered to the
underwriters for sale, if such securities are being sold through underwriters, (1) an
opinion, dated as of such date, of the counsel representing ASV for the purposes of
such registration, in form and substance as is customarily given to underwriters in an
underwritten public offering,
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 addressed to the underwriters, if any, and (2) a letter
dated as of such date, from the independent certified public accountants of ASV, in
form and substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering addressed to the underwriters.(i)
    
    Cause all securities covered by such registration statement to be listed on
each securities exchange on which securities of the same class are then listed.(j)
    
    Provide a transfer agent and registrar (which may be the same entity) for its
Common Stock no later than the effective date of such registration statement.(k)
    
    Make available for inspection by Caterpillar, any underwriter participating in
a disposition pursuant to such registration statement, and any attorney, accountant or
other agent retained by Caterpillar or underwriter, all financial and other records,
pertinent corporate documents and properties of ASV, and cause ASVs officers,
directors and employees to supply all information reasonably requested by Caterpillar,
underwriter, attorney, accountant or agent in connection with such registration
statement.(l)
    
    Take such other actions as shall be reasonably requested by Caterpillar
consistent with the terms herein.
  Indemnification.
 (a)
    
    To the extent permitted by law, ASV will indemnify and hold harmless
Caterpillar and its officers, directors, shareholders, employees and agents and any
underwriter (as defined in the Securities Act) for Caterpillar and each person, if any,
who controls Caterpillar or such underwriter within the meaning of the Securities Act
or the Exchange Act (collectively, the Caterpillar Indemnified Parties and each an
Caterpillar Indemnified Party), against any losses, claims, damages, or liabilities
(joint or several) and expenses (including, without limitation, attorneys fees and
disbursements) (collectively, Damages) 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, whether or not such
indemnified party is a party thereto) arise out of or are based upon: (1) any act or
omission to act by ASV or its
employees or agents; (2) a breach of this Agreement by ASV or its employees; or (3)
any of the following statements, omissions or violations (collectively, a
Violation) by ASV: (A) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any preliminary
prospectus or final prospectus
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 contained therein or any amendments or supplements
thereto, (B) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading or (C) any violation or
alleged violation by ASV of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the Securities Act, the
Exchange Act or any state securities law in connection with the offering covered by
such registration statement. ASV will pay as incurred to each Caterpillar
Indemnified Party for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any action for Damages; provided,
however, that the indemnity agreement contained in this Section shall not apply to
amounts paid in settlement of any such Damages if such settlement is effected
without the consent of ASV, which consent shall not be unreasonably withheld or
delayed, nor shall ASV be liable to Caterpillar in any such case for any Damages to
the extent that such damages arise out of or is based upon a Violation which occurs
in sole reliance upon and in full conformity with written information furnished
expressly for use in connection with such registration by the Caterpillar.(b)
    
    To the extent permitted by law, Caterpillar will, if Registrable Securities
held by Caterpillar are included in the securities as to which such registration
qualifications or compliance is being effected, indemnify and hold harmless ASV, each
of its directors, its officers and any underwriter (the Company Indemnified Parties)
under such registration statement, against any Damages to which ASV or any such
director, officer or underwriter become subject under the Securities Act, the Exchange
Act or other federal or state law, to the extent (and only to the extent) that such
Violation occurs solely in reliance upon and in conformity with written information
furnished by Caterpillar expressly for use in connection with the registration pursuant
to Section 2.6(a)provided, however, that Caterpillar shall not be liable in
any such case to the extent that Caterpillar has furnished to ASV in writing within a
reasonable period of time prior to the filing of any registration statement,
information expressly for use in such registration statement which corrected or made
not misleading information previously furnished to ASV and ASV failed to include such
information therein; and Caterpillar will pay as incurred any legal or other expenses
reasonably incurred by ASV Indemnified Parties in connection with investigating or
defending any such loss, claim, damage, liability or action if it is judicially
determined that there was such a Violation; provided, however, that the indemnity
agreement contained in this Section shall not apply to amounts paid in settlement of
any Damages if such settlement is effected without the consent of Caterpillar, which
consent shall not be unreasonably withheld or delayed; provided, further, that in no
event shall any indemnity under this Section exceed the net proceeds from the offering
received by Caterpillar.(c)
    
    Promptly after receipt by an indemnified party under this Section 2.6 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 2.6, deliver to the indemnifying party a written notice of the
commencement thereof; provided, however, that the failure to so notify the indemnifying
party shall not relieve the indemnify party from any obligation or liability except to
the extent that the indemnifying party has been materially prejudiced by such failure.
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
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 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 differing interests between
such indemnified party and any other party represented by such counsel in such
proceeding. No indemnifying party will 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 to such claim or litigation.(d)
    
    If the indemnification provided for in this Section 2.6 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to any
losses, claims, damages or liabilities referred to herein, the indemnifying party, in
lieu of indemnifying such indemnified party thereunder, shall to the extent permitted
by applicable law contribute to the amount paid or payable by such indemnified party as
a result of such loss, claim, damage or liability in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the Violation(s) that resulted in
such loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the indemnified
party shall be determined by a court of law by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission to
state a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission; provided,
that in no event shall any contribution by Caterpillar hereunder exceed the net
proceeds from the offering received by Caterpillar.The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section were determined by pro rata allocation or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. 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.(e)
    
    The obligations of ASV and Caterpillar under this Section 2.6 shall survive
completion of any offering of Registrable Securities in a registration statement and
the termination of this Agreement.
 Limitation on Subsequent Registration Rights. pari
passu
 Rule 144.
 (a)
    
    Make and keep public information available, as those terms are understood and
defined in SEC Rule 144 or any similar or analogous rule promulgated under the
Securities Act, at all times after the Effective Date;
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 (b)
    
    File with the SEC, in a timely manner, all reports and other documents required
of ASV under the Exchange Act; and(c)
    
    So long as Caterpillar owns any Registrable Securities, furnish to Caterpillar
forthwith upon request: a written statement by ASV as to its compliance with the
reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act;
and such other reports and documents as Caterpillar may reasonably request in availing
itself of any rule or regulation of the SEC allowing it to sell any such securities
without registration.
 Termination of Registration Rights.
 SECTION 3. COVENANT OF ASV
 Board Representation. Caterpillar Nominees Caterpillar Board Seats
 SECTION 4. COVENANT OF CATERPILLAR
 Standstill Obligations.
 SECTION 5. REMEDIES
 Remedy upon Registration Default. Registration Default
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  SECTION 6. REPRESENTATIONS
  (a)
    
    The execution, delivery and performance of this Agreement by ASV have been duly
authorized by all requisite corporate action and will not violate any provision of law,
any order of any court or other agency of government, the Articles of Incorporation or
Bylaws of ASV or any provision of any indenture, agreement or other instrument to which
it or any of its properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the properties or
assets of ASV.(b)
    
    This Agreement has been duly executed and delivered by ASV and constitutes the
legal, valid and binding obligation of ASV, enforceable in accordance with its terms,
subject to (1) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance
and moratorium laws and other laws of general application affecting enforcement of
creditors rights generally and (2) the availability of equitable remedies as such
remedies may be limited by equitable principles of general applicability (regardless of
whether enforcement is sought in a proceeding in equity or at law).
 SECTION 7. MISCELLANEOUS
 Governing Law.
 Successors and Assigns. provided, however
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 Delays or Omissions.
 Notices.
 For Caterpillar:
    
    For ASV:Caterpillar Inc.
    
    A.S.V., Inc.5000 Womack Road
    
    840 Lily LaneSanford, North Carolina 27330
    
    Grand Rapids, Minnesota 55744-4089Attn: SSL/MTL Product Manager
    
    Attn: Chief Financial OfficerFax: (919) 777-2032
    
    Fax: (218) 327-9123With a copy to:
    
    With a copy to:Caterpillar Inc.
    
    Dorsey & Whitney LLP100 N.E. Adams Street
    
    50 South Sixth Street, Suite 1500Peoria, Illinois 61629
    
    Minneapolis, Minnesota 55402Attn: General Counsel
    
    Attn: Philip E. Bauer, Esq.Fax: (309) 675-6620
    
    Fax: (612) 340-2868
  Attorneys Fees.
 Entire Agreement.
 Survival.
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  Further Assurances.
 Amendment and Waiver.
 Change in Ownership and Control.
 Severability; Injunctive Relief.
 Public Disclosures.
 Construction.
 Section Headings.
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 Counterparts; Signatures.
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  Caterpillar
    
    Inc.
    
    
    
    A.S.V.,
    
    Inc.By:
    
    /s/ Edward J. Rapp
    
    
    
    By:
    
    /s/ Gary D. LemkeName:
    
    Edward J. Rapp
    
    
    
    Name:
    
    Gary D. LemkeTitle:
    
    Vice President -
    
    
    
    Title:
    
    Chief Executive OfficerBuilding Construction Products Division
 [Signature Page to Registration Rights Agreement]
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