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Registration Rights Agreement

This is an actual contract between Netratings and Doubleclick.

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Sectors: Services, Computer+Software+and+Services
Governing Law: California , View California State Laws
Effective Date: May 06, 2002
Related Agreement Types:
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Exhibit 4.2


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


THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
--------- May 6, 2002, by and between DoubleClick Inc., a Delaware corporation (the "Holder"), and NetRatings, Inc., a Delaware corporation (the "Company"). ------ -------


W I T N E S S E T H:
- - - - - - - - - -


WHEREAS, the Company and the Holder are parties to that certain Asset Purchase Agreement, dated as of May 6, 2002 (the "Asset Purchase Agreement")
------------------------ pursuant to which (among other things) the Company will issue and sell to the Holder 505,739 shares (the "Shares") of the Company's common stock, par value
------ $0.001 per share (the "Company Common Stock");
--------------------


WHEREAS, the parties desire to enter into this Agreement in order to, among other things, set forth the rights of the Holder to cause the Company to register the Shares with the Securities and Exchange Commission (the "SEC") for
--- resale pursuant to the Securities Act of 1933, as amended (the "Securities
---------- Act"); and ---


WHEREAS, the execution and delivery of this Agreement is a condition precedent to the parties' obligations under the Asset Purchase Agreement.


NOW, THEREFORE, in consideration of the mutual promises, agreements and covenants hereinafter set forth, the parties hereto hereby agree as follows:


1. Definitions.
-----------


As used in this Agreement, the following terms shall have the respective meanings set forth below:


"Agreement" has the meaning set forth in the preamble to this Agreement.
---------


"Asset Purchase Agreement" has the meaning set forth in the recitals to
------------------------ this Agreement.


"Company" has the meaning set forth in the preamble to this Agreement.
-------


"Company Common Stock" has the meaning set forth in the recitals to this
-------------------- Agreement.


"Effectiveness Deadline" has the meaning set forth in Section 2 of this
---------------------- Agreement.


"Exchange Act" means the Securities Exchange Act of 1934, as amended.
------------


"Filing Deadline" has the meaning set forth in Section 2 of this Agreement.
---------------


"First Sale Date" has the meaning set forth in Section 9 of this Agreement.
---------------


"Holder" has the meaning set forth in the preamble to this Agreement.
------


"Holder Subsidiary" has the meaning set forth in Section 9 of this
----------------- Agreement.


"Indemnified Person" has the meaning set forth in Section 8 of this
------------------ Agreement.


"Indemnifying Person" has the meaning set forth in Section 8 of this
------------------- Agreement.


"Losses" has the meaning set forth in Section 8 of this Agreement.
------


"NASDAQ" means the National Association of Securities Dealers Automated
------ Quotation Service.


"Notice" has the meaning set forth in Section 8 of this Agreement.
------


"Person" means an individual, corporation, partnership, association, trust
------ or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.


"Prospectus" has the meaning set forth in Section 3 of this Agreement.
----------


"register" (and "registered" and "registration") shall mean a registration
-------- ---------- ------------ effected by preparing and filing the Registration Statement in compliance with the Securities Act with the SEC, and the declaration or ordering of the effectiveness by the SEC of such Registration Statement.


"Registrable Securities" means (a) the Shares issued and sold to Holder
---------------------- under the Asset Purchase Agreement and (b) any Company Common Stock issued or issuable with respect to the Shares in connection with any conversion, stock split, stock dividend, recapitalization or similar event of the Company.


"Registration Default" has the meaning set forth in Section 2 of this
-------------------- Agreement.


"Registration Expenses" means all expenses incurred by the Company in
--------------------- complying with its obligations hereunder, including, without limitation, all registration, qualification and filing fees (including SEC filing fees), printing expenses, escrow fees, fees and disbursements of counsel and independent public auditors for the Company, blue sky fees and expenses (if any), the expense of any special audits incident to or required by any such registration.


"Registration Statement" has the meaning set forth in Section 2 of this
---------------------- Agreement.


"SEC" has the meaning set forth in the recitals to this Agreement.
---


"Securities Act" has the meaning set forth in the recitals to this
-------------- Agreement.


"Seller Registrable Securities" has the meaning set forth in Section 2 of
----------------------------- this Agreement.


"Selling Expenses" shall mean all selling commissions and stock transfer
---------------- taxes applicable to the Registrable Securities sold by the Holder.


"Shares" has the meaning set forth in the recitals to this Agreement.
------


2


"Suspension Notice" has the meaning set forth in Section 4 of this
----------------- Agreement.


"Transfer" has the meaning set forth in Section 9 of the Agreement.
--------


2. Registration of the Registrable Securities; Liquidated Damages.
--------------------------------------------------------------


(a) As soon as practicable after the date hereof but in no event later than 35 calendar days after the date hereof (such 35th day, the "Filing Deadline"),
--------------- the Company shall file with the SEC a registration statement on Form S-3 pursuant to Rule 415 under the Securities Act (the "Registration Statement"),
---------------------- relating to all Registrable Securities then held by the Holder, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as practicable thereafter but in no event later than 120 calendar days after the Closing Date (such 120th day, the "Effectiveness
------------- Deadline"). --------


(b) The Company shall use commercially reasonable efforts to keep the Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for sales of Registrable Securities by the Holder, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, until the earliest of (i) the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant thereto and (ii) the date on which all Registrable Securities may be sold by the Holder pursuant to Rule 144(k) under the Securities Act (or any successor rule or regulation).


(c) If, due to a breach of Section 2(a) or 2(b) hereof, the Registration Statement


(i) is not filed with the SEC on or prior to the Filing Deadline,


(ii) has not been declared effective by the SEC on or prior to the
Effectiveness Deadline, or


(iii) is filed with the SEC and declared effective, but shall
thereafter cease to be effective or fail to be usable for its intended
purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and
that is itself declared effective within five (5) trading days of
filing such post-effective amendment to the Registration Statement
(each such event referred to in clauses (i) through (iii), a
"Registration Default"),
--------------------


then, in each such event, the Company hereby agrees to pay to the Holder liquidated damages in cash in an amount equal to $0.03 per week per share of Common Stock of Registrable Securities held by the Holder which during the period(s) of such Registration Default be permitted to be sold by the Holder pursuant to the lock-up provisions of Section 9 (such shares, "Sellable
-------- Registrable Securities"), for each week or portion thereof that a Registration ---------------------- Default continues for the first 90-day period immediately following the occurrence of such Registration Default; provided that the amount of the liquidated damages shall increase by an additional $0.015 per week per share of Sellable Registrable Securities held by the Holder with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of $0.06 per week per share of Sellable Registrable Securities held by the Holder; and provided further that the Company shall in no event be required to pay


3


liquidated damages for more than one Registration Default at any given time. All accrued liquidated damages shall be paid to the Holder in full, in cash by wire transfer of immediately available funds to an account designated by the Holder, on the first calendar day of every quarter during which an obligation to pay liquidated damages remains unsatisfied; provided that all outstanding liquidated damages shall nonetheless be paid in full upon the curing of such Registration Default. Notwithstanding the fact that any Registrable Securities for which liquidated damages are due cease to be Registrable Securities (by virtue of their being sold pursuant to the Registration Statement subsequent to the cure of a Registration Default or otherwise), all obligations of the Company to pay liquidated damages with respect thereto shall survive until such time as all such obligations shall have been satisfied in full.


3. Company Procedures. In connection with the Registration Statement, the
------------------ Company shall:


(a) Use commercially reasonable efforts to effect such registration to permit the sale of the Registrable Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4 hereof, within the time periods and otherwise in accordance with the provisions of this Agreement, and pursuant thereto the Company will prepare and file with the SEC the Registration Statement under the Securities Act. The Company shall not include in the Registration Statement any securities other than the Registrable Securities.


(b) Notwithstanding the foregoing, upon the occurrence of any event that would cause the Registration Statement or the prospectus included therein (the "Prospectus") (i) to contain an untrue statement of a material fact or omit to ---------- state any material fact necessary to make the statements therein not misleading or (ii) not to be effective and usable for resale of Registrable Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to the Registration Statement (and appropriate supplement to the Prospectus) curing such defect, and, if SEC review is required, use commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable.


(c) Prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and take all such other actions as may be necessary to keep the Registration Statement continuously effective for the period specified in Section 2(b) of this Agreement, cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the applicable period in accordance with the intended method or methods of
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