Comscore, Inc. Sample Contracts

FIRST AMENDMENT
Credit Agreement • February 28th, 2022 • Comscore, Inc. • Services-business services, nec • New York

THIS FIRST AMENDMENT (this “Amendment”) dated as of February 25, 2022 to the Credit Agreement referenced below is by and among COMSCORE, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 26th, 2019 • Comscore, Inc. • Services-business services, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 26, 2019, is by and among comScore, Inc., a Delaware corporation with offices located at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 (the "Company"), and the undersigned buyer (the "Buyer").

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TAX ASSET PROTECTION RIGHTS AGREEMENT DATED AS OF FEBRUARY 8, 2017 BY AND BETWEEN COMSCORE, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS RIGHTS AGENT
Rights Agreement • February 9th, 2017 • Comscore, Inc. • Services-business services, nec • Delaware

This Tax Asset Protection Rights Agreement, dated as of February 8, 2017 (this “Agreement”), is made and entered into by and between comScore, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 24th, 2019 • Comscore, Inc. • Services-business services, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 23, 2019, is by and among comScore, Inc., a Delaware corporation with offices located at 11950 Democracy Drive, Suite 600, Reston, VA 20190 (the “Company”), and CVI Investments, Inc. (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT by and among COMSCORE, INC. and THE PURCHASERS PARTY HERETO Dated as of March 10, 2021
Registration Rights Agreement • March 15th, 2021 • Comscore, Inc. • Services-business services, nec • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 10, 2021, by and among COMSCORE, INC., a Delaware corporation (the “Company”), and the undersigned purchasers (together with their successors and assigns, each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.

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Contract
Comscore, Inc. • May 8th, 2007 • Services-business services, nec • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

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COMSCORE, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • February 28th, 2020 • Comscore, Inc. • Services-business services, nec • Virginia

This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between William Livek (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of the date of closing of the Company’s acquisition of Rentrak Corporation (the “Effective Date”).

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COMSCORE, INC. Restricted Stock Units Award Agreement
Restricted Stock Units Award Agreement • May 6th, 2021 • Comscore, Inc. • Services-business services, nec • Delaware

This RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is made as of March 10, 2021 (the “Date of Grant”), by and between comScore, Inc., a Delaware corporation (the “Company”), and William P. Livek (the “Grantee”).

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COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • May 8th, 2007 • Comscore, Inc. • Services-business services, nec • Delaware

THIS WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT.

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COMSCORE, INC. SEVERANCE AGREEMENT
Severance Agreement • August 26th, 2022 • Comscore, Inc. • Services-business services, nec • Virginia

This Severance Agreement (the “Agreement”) is made and entered into by and between Greg Dale (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of August 23, 2022 (the “Effective Date”).

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COMSCORE, INC. CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 26th, 2022 • Comscore, Inc. • Services-business services, nec • Virginia

This Change of Control Agreement (the “Agreement”) is made and entered into by and between Greg Dale (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of August 23, 2022 (the “Effective Date”).

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SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT by and between COMSCORE, INC. and CHARTER COMMUNICATIONS HOLDING COMPANY, LLC Dated as of January 7, 2021
Registration Rights Agreement • January 8th, 2021 • Comscore, Inc. • Services-business services, nec • Delaware

This SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2021, by and between comScore, Inc., a Delaware corporation (the “Company”), and Charter Communications Holding Company, LLC, a Delaware limited liability company (the “Purchaser”). The Purchaser and the Company are sometimes referred to herein individually, as a “Party” and collectively, as the “Parties.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.

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SUPPORT AGREEMENT
Support Agreement • September 29th, 2015 • Comscore, Inc. • Services-business services, nec • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September __, 2015 by and among Rentrak Corporation, an Oregon corporation (“Rentrak”) and the undersigned Stockholder (“Stockholder”) of comScore, Inc., a Delaware corporation (“comScore”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).

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SUPPORT AGREEMENT
Support Agreement • September 29th, 2015 • Comscore, Inc. • Services-business services, nec • Oregon

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September __, 2015 by and among comScore, Inc., a Delaware corporation (“comScore”) and the undersigned Shareholder (“Shareholder”) of Rentrak Corporation, an Oregon corporation (“Rentrak”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).

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COMSCORE, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 2nd, 2007 • Comscore, Inc. • Virginia

THIS AGREEMENT is entered into, effective as of ___, 2007 by and between comScore, Inc., a Delaware corporation (the “Company”), and ___(“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Common Stock is declared effective by the United States Securities and Exchange Commission.

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SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • October 29th, 2013 • Comscore, Inc. • Services-business services, nec

THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of September 26, 2013 among the parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (each individually an “Obligor” and collectively the “Obligors”), and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Obligations.

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•] Shares COMSCORE, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 22nd, 2007 • Comscore, Inc. • Services-business services, nec • New York
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WARRANT AGREEMENT To Purchase Shares of the Series B Preferred Stock of COMSCORE NETWORKS, INC. Dated as of September 29, 2000 (the “Effective Date”)
Warrant Agreement • May 8th, 2007 • Comscore, Inc. • Services-business services, nec • Illinois

WHEREAS, ComScore Networks, Inc. a Delaware corporation (the “Company”) has entered into a Master Lease Agreement dated as of June 9, 2000, Equipment Schedule No. VL-3 and VL-4 dated as of September 29, 2000, and related Summary Equipment Schedules (collectively, the “Leases”) with Comdisco, Inc., a Delaware corporation (the “Warrantholder”); and

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TENTH AMENDMENT
Tenth Amendment • March 23rd, 2018 • Comscore, Inc. • Services-business services, nec • New York

THIS TENTH AMENDMENT (this “Amendment”) dated as of June 30, 2017 to the Credit Agreement referenced below is by and among COMSCORE, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”).

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Contract
Comscore, Inc. • May 25th, 2007 • Services-business services, nec • Delaware

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

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COMSCORE NETWORKS, INC.
Stock Option Agreement • April 2nd, 2007 • Comscore, Inc. • Virginia

Unless otherwise defined herein, the terms defined in the 1999 Stock Plan, as amended, shall have the same defined meanings in this Stock Option Agreement.

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TRANSITION AGREEMENT
Transition Agreement • May 5th, 2015 • Comscore, Inc. • Services-business services, nec • Virginia

This Transition Agreement (“Agreement”) is entered into as of the 5th day of May, 2014 (the “Effective Date”) between comScore, Inc. (“Company”), a Delaware corporation, and Kenneth J. Tarpey (“Executive”).

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SEPARATION AGREEMENT
Separation Agreement • May 25th, 2007 • Comscore, Inc. • Services-business services, nec • Virginia

This Separation Agreement (“Agreement”) is made between comScore Networks, Inc. (“Company”), a Delaware corporation, and Sheri Huston (“Employee”).

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AGREEMENT
Agreement • October 4th, 2017 • Comscore, Inc. • Services-business services, nec • Delaware

RESTON, Va. – September 29, 2017 – comScore, Inc. (OTC: SCOR) today announced that it has agreed to appoint new independent directors to its Board as part of a settlement agreement with Starboard Value LP, one of comScore’s largest shareholders, with a4.8% ownership position. The new independent directors, who were proposed by Starboard and approved by the comScore board, are Wesley Nichols, Paul Reilly and Bryan Wiener. Another new independent director to be proposed by Starboard will be named shortly as well. The four new directors will join the five directors currently serving on comScore’s Board.

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ELEVENTH AMENDMENT
Eleventh Amendment • March 23rd, 2018 • Comscore, Inc. • Services-business services, nec • New York

THIS ELEVENTH AMENDMENT (this “Amendment”) dated as of September 29, 2017 to the Credit Agreement referenced below is by and among COMSCORE, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”).

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SEPARATION AGREEMENT
Separation Agreement • April 1st, 2019 • Comscore, Inc. • Services-business services, nec • Delaware

This SEPARATION AGREEMENT (this “Agreement”) is entered into as of March 31, 2019 (the “Effective Date”) by and between comScore, Inc., a Delaware corporation (the “Company”), and Bryan Wiener (“Executive”). The Company and Executive are each referred to herein individually as a “Party” and collectively as the “Parties.”

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EIGHTH AMENDMENT
Eighth Amendment • March 23rd, 2018 • Comscore, Inc. • Services-business services, nec • New York

THIS EIGHTH AMENDMENT (this “Amendment”) dated as of February 17, 2017 to the Credit Agreement referenced below is by and among COMSCORE, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • September 29th, 2015 • Comscore, Inc. • Services-business services, nec • Oregon

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of September 29, 2015 by and among comScore, Inc., a Delaware corporation (“comScore”), Rum Acquisition Corporation, an Oregon corporation and a wholly owned subsidiary of comScore (“Merger Sub”), and Rentrak Corporation, an Oregon corporation (“Rentrak”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

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COMSCORE, INC. Restricted Stock Units Award Notice
Restricted Stock Units Award Notice • May 6th, 2021 • Comscore, Inc. • Services-business services, nec • Delaware

This RESTRICTED STOCK UNITS AWARD NOTICE (this “Notice”) is made as of March 10, 2021, by and between comScore, Inc., a Delaware corporation (the “Company”), and Brent Rosenthal (the “Grantee”).

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COMSCORE, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 10th, 2018 • Comscore, Inc. • Services-business services, nec • Virginia

This Executive Employment Agreement (the “Agreement”) is made and entered into by and between Sarah Hofstetter (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of October 4, 2018 (the “Effective Date”).

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Contract
Investor Rights Agreement • May 8th, 2007 • Comscore, Inc. • Services-business services, nec • California

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

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LICENSING AND SERVICES AGREEMENT by and between Citadel Investment Group, L.L.C. and comScore Networks, Inc. August 1, 2003
Licensing and Services Agreement • June 26th, 2007 • Comscore, Inc. • Services-business services, nec • Illinois

THIS LICENSING AND SERVICES AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2003 (the “Effective Date”) by and between Citadel Investment Group, L.L.C., a Delaware limited liability company having its principal offices at 131 South Dearborn Street, 37th Floor, Chicago, Illinois 60603, U.S.A. (“Citadel”), and comScore Networks, Inc., a Delaware corporation having its principal offices at 11465 Sunset Hills Road, Suite 200, Reston, Virginia 20190 U.S.A. (“comScore”).

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Common Stock Award Notice
Common Stock Award Notice • June 5th, 2018 • Comscore, Inc. • Services-business services, nec • Delaware

This COMMON STOCK AWARD NOTICE (this “Notice”) is made as of __________ ___, 2018, by and between comScore, Inc., a Delaware corporation (the “Company”), and _________________ (the “Grantee”).

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • November 7th, 2016 • Comscore, Inc. • Services-business services, nec • Delaware

This Separation Agreement (“Agreement”) is made as of the date executed below between comScore, Inc. (“Company”), a Delaware corporation, and Serge Matta (“Executive”).

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WARRANT AGREEMENT To Purchase Shares of the Series B Preferred Stock of COMSCORE NETWORKS, INC. Dated as of September 29, 2000 (the “Effective Date”)
Warrant Agreement • May 25th, 2007 • Comscore, Inc. • Services-business services, nec • Illinois

WHEREAS, ComScore Networks, Inc. a Delaware corporation (the “Company”) has entered into a Master Lease Agreement dated as of June 9, 2000, Equipment Schedule No. VL-3 and VL-4 dated as of September 29, 2000, and related Summary Equipment Schedules (collectively, the “Leases”) with Comdisco, Inc., a Delaware corporation (the “Warrantholder”); and

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