Exhibit 4.4 to Form S-3 Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of May 28, 1999 among Manatron, Inc., a Michigan corporation (the "Company"), and J. Wayne Moore ("Moore"), the sole...

Exhibit 4.4 to Form S-3



Exhibit 4.4


REGISTRATION RIGHTS AGREEMENT



                    This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of
May 28, 1999 among Manatron, Inc., a Michigan corporation (the "Company"), and J. Xxxxx
Xxxxx ("Xxxxx"), the sole shareholder of ProVal Corporation, an Ohio corporation ("ProVal").
Manatron and Xxxxx are sometimes individually referred to as a "Party" and collectively as the
"Parties."

                    Pursuant to an Agreement and Plan of Merger dated May 28, 1999, Manatron has
agreed to acquire ProVal through the merger of ProVal Acquisition Corporation, a wholly owned
subsidiary of Manatron, with and into ProVal (the "Merger").  In the Merger, Xxxxx will receive,
among other things, three hundred thousand (300,000) shares of Manatron common stock, no par
value per share ("Manatron Common Stock").  Each such share of Manatron Common Stock will
be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"),
and shall be a "restricted security," as that term is defined in Securities and Exchange Commission
("SEC") Rule 144, promulgated under the Securities Act.  As a condition to Xxxxx'x obligation
to consummate the Merger, the Parties are entering into this Agreement under which Xxxxx will
have certain registration rights with respect to the Manatron Common Stock acquired by Xxxxx
in connection with the Merger.

                    NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Agreement, the Parties agree as follows:

1.      REGISTRATION RIGHTS.

          1.1    Certain Definitions.  As used in this Agreement, the following terms shall have
the meanings set forth below:


          (a)     The terms "register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the
Securities Act and the declaration or ordering of the effectiveness of that registration
statement.

          (b)     "Registration Expenses" shall mean all expenses incurred in effecting any
registration pursuant to this Agreement, including all registration, qualification and filing
fees, printing expenses, escrow fees, fees and disbursements of counsel for Manatron and
Xxxxx, blue sky fees and expenses, and expenses of any regular or special audits incident
to or required by any registration, but shall not include Selling Expenses.

          (c)     "Selling Expenses" shall mean all underwriting discounts, brokers' fees,
selling commissions and stock transfer taxes applicable to the sale by Xxxxx of Shares.

          (d)     "Shares" shall mean the shares of Manatron Common Stock issued to Xxxxx
in the Merger.









          1.2    Expenses of Registration.  All Registration Expenses incurred in connection with
any registration, qualification or compliance pursuant to this Agreement, whether or not
completed, shall be borne solely by Manatron.  All Selling Expenses relating to securities so
registered shall be borne solely by Xxxxx.

          1.3    Registration on Form S-3.  As soon as reasonably practicable following the
Merger, Manatron will prepare and file with the SEC a Form S-3 registration statement to effect the
registration of the Shares and use all reasonable efforts to cause the registration statement to become
effective as promptly as practical.  In connection with such registration, Manatron will keep Xxxxx
advised in writing as to the initiation and completion of the registration.  At its expense, Manatron
will use its best efforts to:


          (a)     Keep the registration effective for a period of 180 days or until Xxxxx has
completed the distribution described in the related registration statement, whichever first
occurs; provided, however, that (i) the 180-day period shall be extended for a period of
time equal to the period Xxxxx refrains from selling any securities included in the
registration at the request of the representative of any participating underwriter or
underwriters; and (ii) in the case of any registration of Shares which are intended to be
offered on a continuous or delayed basis, the 180-day period shall be extended, if
necessary, to keep the registration statement effective until all of the Shares are sold,
provided that the Securities Act permits an offering on a continuous or delayed basis;

          (b)     Prepare and file with the SEC the registration statement and related
prospectus and all amendments and supplements to the registration statement and the
prospectus that may be necessary to comply with the Securities Act with respect to the
disposition of all securities covered by the registration statement;

          (c)     Furnish to Xxxxx a conformed copy of the registration statement and each
amendment and supplement (in each case including all exhibits), and such number of copies
of the Prospectus as Xxxxx may reasonably request, up to ten.  If Xxxxx requires additional
copies of the registration statement or prospectus, Manatron shall provide them, but any
additional printing, copying, and other related expenses shall be paid by Xxxxx.

          (d)     Cooperate with Xxxxx and underwriter, if any, to prepare and deliver
certificates representing Shares to be sold and not bearing any restrictive legends; and issue
the Shares in the denominations and register them in the names as Xxxxx or underwriters,
if any, may request at least two business days before any sale of Shares;

          (e)     Make available to Xxxxx the inspection of all financial and other records,
pertinent corporate documents and properties of Manatron, and cause Manatron's officers,
directors and employees to supply all information that Xxxxx, Xxxxx'x representative,
underwriter, attorney or accountant may reasonably request in connection with the
registration; provided that such persons will use their best efforts to keep confidential any




-2-




records, information or documents that Manatron designates in writing as confidential
unless a court or administrative agency requires the disclosure of the records, information
or documents;

          (f)     Notify Xxxxx of the happening of any event as a result of which the
prospectus included in the 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, in light of the circumstances under which they
were made, not misleading, and at the request of any seller prepare and furnish to that
seller that number of copies of a supplement to or an amendment of the prospectus
reasonably requested by the seller so that, as thereafter delivered to the purchasers of the
shares, the prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading; and

          (g)     Cause all Shares registered pursuant to the registration statement to be listed
on NASDAQ and on each securities exchange on which similar securities issued by
Manatron are then listed.

          Notwithstanding the foregoing, Manatron may delay filing a registration statement, and may
withhold efforts to cause the registration statement to become effective, if Manatron determines in
good faith that such registration might interfere with or affect the negotiation or completion of any
transaction that is then being contemplated by Manatron or any of its affiliates or such registration
would (whether or not a final decision has been made to undertake such transaction) at the time the
right to withhold efforts is exercised involve disclosure obligations that might not be in Manatron's
best interest.

          1.4    Indemnification.

                    (a)     Manatron will indemnify, to the extent legally permitted, Xxxxx, against
all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in
respect thereof) (collectively, the "Losses") arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any registration statement, prospectus,
offering circular or other document incident to any registration, qualification or compliance
effected under Section 1, or based on any 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
any violation by Manatron of the Securities Act, the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and any applicable foreign securities laws and blue sky and other state
securities laws in connection with any registration, qualification or compliance, and will reimburse
Xxxxx for any legal and other similar expenses reasonably incurred in connection with
investigating and defending or settling any Losses, provided that Manatron will not be liable for
any Losses incurred by Xxxxx to the extent that the




-3-




untrue statement (or alleged untrue statements)
or omission (or alleged omission) is made in the registration statement, prospectus, offering
circular or other document in reliance upon and in conformity with written information furnished
to Manatron by Xxxxx specifically for use therein.  

                    (b)     Xxxxx will indemnify, to the extent legally permitted, Manatron against all
Losses arising out of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any registration statement, prospectus, offering circular or other document, or
based on any omission (or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will reimburse Manatron
for any legal and other similar expenses reasonably incurred in connection with investigating or
defending any Losses, in each case only to the extent that the untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in the registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with written information
furnished to Manatron by Xxxxx specifically for use therein. 

                    (c)     Each party entitled to indemnification under this section (the "Indemnified
Party") shall give notice to the party required to provide indemnification (the "Indemnifying
Party") promptly after the Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, provided that the failure of any Indemnified Party to give the foregoing
notice shall not relieve the Indemnifying Party of its obligations under this section to the extent
the failure is not materially prejudicial.  If any claim, action, suit or proceeding is made or
brought by any third party against an Indemnified Party with respect to which an Indemnifying
Party may have liability under this section (a "Third Party Claim"), the Indemnifying Party shall,
at its own expense, be entitled to participate in and, to the extent that it shall wish, jointly and
with any other Indemnifying Party, to assume the defense of the Third Party Claim, with
independent counsel reasonably satisfactory to the Indemnified Party, provided that in assuming
the defense of the Third Party Claim, the Indemnifying Party acknowledges in writing to the
Indemnified Party that the Indemnifying Party shall be liable for any Losses with respect to the
Third Party Claim.  If the Indemnifying Party elects to assume control of the defense, it shall
conduct the defense in a manner reasonably satisfactory and effective to protect the Indemnified
Party fully, it will keep the Indemnified Party fully advised as to the conduct of the defense, and
no compromise or settlement shall be agreed or made without the Indemnified Party's prior
written consent.  In any case, the Indemnified Party shall have the right to employ its own counsel
who may participate in the Third Party Claim, but the reasonable fees and expenses of the counsel shall be at the expense of the Indemnified Party unless (i) the employment of counsel by the
Indemnified Party has been authorized in writing by the Indemnifying Party, (ii) the Indemnified
Party shall have reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in the conduct of the defense of the Third Party
Claim (iii) the Indemnifying Party shall not in fact have employed independent counsel reasonably
satisfactory to the Indemnified Party to assume the defense of the Third Party Claim and shall
have been so notified by the Indemnified Party, (iv) the Indemnified Party shall have reasonably
concluded and notified the Indemnifying Party either that there may be specific defenses available
to it which are different from



-4-





or additional to those available to the Indemnifying Party or that the
Third Party Claim could have a material adverse effect upon it beyond the financial resources of
the Indemnifying Party or the scope of this Agreement, or (v) the Indemnifying Party fails to
conduct the defense in a manner reasonably satisfactory to protect the Indemnified Party fully.
If clause (ii), (iii), (iv) or (v) of the preceding sentence shall be applicable, then counsel for the
Indemnified Party shall have the right to direct the defense of the Third Party Claim on behalf of
the Indemnified Party and the reasonable fees and disbursements of that counsel shall constitute
indemnifiable Losses under this Agreement.  The Indemnified Party and the Indemnifying Party,
as the case may be, shall be kept fully informed of the Third Party Claim, whether or not the
party is represented by its own counsel.

                    (d)     If the indemnification provided for in this section is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to any Losses, then
the Indemnifying Party, in lieu of indemnifying the Indemnified Party under this Agreement, shall
contribute to the amount paid or payable by the Indemnified Party as a result of the Losses in a
proportion that reflects not only the relative fault of the Indemnifying Party on the one hand and
of the Indemnified Party on the other in connection with the statements or omissions that resulted
in the Losses, but the relevant benefits received by the Indemnifying Party on the one hand and
the Indemnified Party on the other, as well as any other relevant equitable considerations.  The
relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent the statement or omission.

                    (e)     Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection
with an underwritten public offering of Shares are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.


          1.5    Information by Xxxxx.  Xxxxx shall furnish to Manatron any information
regarding Xxxxx and the distribution proposed by Xxxxx that Manatron may reasonably request in writing and that shall be reasonably required in connection with the registration, qualification
or compliance provided for in this Agreement.

          1.6    Limitations on Subsequent Registration Rights.  Other than the registration rights
granted to Xxxxx under this Agreement, Xxxxx has no registration rights with respect to the
securities of Manatron. 

          1.7    Transfer or Assignment of Registration Rights.  The registration rights granted to
Xxxxx under this Agreement may not be transferred or assigned by Xxxxx without Manatron's
prior written consent.


-5-




          1.8    "Market Stand-Off" Agreement.  If requested by Manatron and an underwriter of
securities of Manatron, Xxxxx shall not sell or otherwise transfer or dispose of any securities of
Manatron (other than those included in the registration) during the 120 day period following the
effective date of a registration statement of Manatron filed under the Securities Act.  Manatron
may impose stop-transfer instructions with respect to the securities subject to the foregoing
restriction until the end of the 120-day period.

2.      REPRESENTATIONS, WARRANTIES, AND COVENANTS OF XXXXX.  Xxxxx
severally represents, acknowledges, warrants, and agrees that:

          2.1    Not For Resale, Etc. Xxxxx is acquiring the Shares for his own account and not with
a view to or for sale in connection with any distribution.

          2.2    Restricted Securities.  He or she has been advised that the Manatron Common Stock
to be received in connection with the Merger has not been registered under the Securities Act, or
registered or qualified under any state securities or blue sky law, on the ground that exemptions from
such registration and qualification requirements are available; he understands that Manatron is relying
in part on the representations of Xxxxx as set forth herein for purposes of claiming such exemptions
and that the basis for such exemptions may not be present if, notwithstanding the representations of
Xxxxx, he intends to acquire Manatron Common Stock for resale on the occurrence or non-occurrence of some predetermined event. Xxxxx has no such intention.  

          2.3    Manatron Information.  Xxxxx acknowledges that he has been furnished with such
financial and other information concerning Manatron and the business of Manatron as he considers
necessary in connection with the investment in Manatron Common Stock. 

3.      MISCELLANEOUS.

          3.1    Governing Law.  This Agreement shall be governed in all respects by the laws of
the State of Michigan, as applied to agreements entered into and to be performed entirely within
that state.

          3.2    Successors and Assigns.  Except as otherwise expressly provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon,
the Parties and their respective successors, assigns, heirs, executors and administrators.

          3.3    Entire Agreement; Amendment; Waiver.  This Agreement constitutes the full and
entire understanding and agreement between the Parties with regard to its subject matter.  Neither
this Agreement nor any term hereof may be amended, waived, discharged or terminated, except
by a written instrument signed by each Party.


-6-




          3.4    Notices, etc.  All notices and other communications required or permitted under
this Agreement shall be in writing and shall be mailed by United States first-class mail, postage
prepaid, sent by facsimile or delivered personally by hand or nationally recognized courier
addressed (a) if to Xxxxx, at the address or facsimile number that Xxxxx or permitted assignee
shall have furnished to Manatron in writing, or (b) if to Manatron, at the address or facsimile
number that Manatron shall have furnished to Xxxxx in writing.  All notices and other written
communications shall be effective three days after the date of mailing or on the date of facsimile
transfer or personal delivery.

          3.5    Severability.  If any provision of the Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.

          3.6    Titles and Subtitles; Construction.  The titles of the section, subsections,
paragraphs and subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing or interpreting this Agreement.  As used in this Agreement, the
term "including" shall mean "including without limitation," unless specifically provided otherwise.

          3.7    Counterparts.  This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one instrument.

                    The Parties have signed this Registration Rights Agreement effective as of the day
and year first written above.


	
		 
		MANATRON, INC.
	

	
		 
		 
	

	
		 
		By: /s/ Xxxx X. Xxxxxxxxx
	

	
		 
		Title: President
	

	
		 
		 
	

	
		 
		/s/ J. Xxxxx Xxxxx
	

	
		 
		J. XXXXX XXXXX
	



-7-