FIRST AMENDMENTCredit Agreement • February 28th, 2022 • Comscore, Inc. • Services-business services, nec • New York
Contract Type FiledFebruary 28th, 2022 Company Industry JurisdictionTHIS 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2019 • Comscore, Inc. • Services-business services, nec • New York
Contract Type FiledJune 26th, 2019 Company Industry JurisdictionThis 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").
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 AGENTRights Agreement • February 9th, 2017 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledFebruary 9th, 2017 Company Industry JurisdictionThis 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 24th, 2019 • Comscore, Inc. • Services-business services, nec • New York
Contract Type FiledJune 24th, 2019 Company Industry JurisdictionThis 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”).
REGISTRATION RIGHTS AGREEMENT by and among COMSCORE, INC. and THE PURCHASERS PARTY HERETO Dated as of March 10, 2021Registration Rights Agreement • March 15th, 2021 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledMarch 15th, 2021 Company Industry JurisdictionThis 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”.
Restricted Stock Units Award AgreementRestricted Stock Units Award Agreement • March 12th, 2024 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledMarch 12th, 2024 Company Industry JurisdictionThis RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is made as of June 6, 2023 (the “Date of Grant”), by and between comScore, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Grantee”).
ContractComscore, Inc. • May 8th, 2007 • Services-business services, nec • California
Company FiledMay 8th, 2007 Industry JurisdictionTHIS 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.
COMSCORE, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • February 28th, 2020 • Comscore, Inc. • Services-business services, nec • Virginia
Contract Type FiledFebruary 28th, 2020 Company Industry JurisdictionThis 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”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 8th, 2007 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledMay 8th, 2007 Company Industry JurisdictionTHIS 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.
COMSCORE, INC. SEVERANCE AGREEMENTSeverance Agreement • August 26th, 2022 • Comscore, Inc. • Services-business services, nec • Virginia
Contract Type FiledAugust 26th, 2022 Company Industry JurisdictionThis 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”).
COMSCORE, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • August 26th, 2022 • Comscore, Inc. • Services-business services, nec • Virginia
Contract Type FiledAugust 26th, 2022 Company Industry JurisdictionThis 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 25th, 2024 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledJuly 25th, 2024 Company Industry JurisdictionThe undersigned (the “Investor”) hereby confirms its agreement with comScore, Inc., a Delaware corporation (the “Issuer”), as follows:
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT by and between COMSCORE, INC. and CHARTER COMMUNICATIONS HOLDING COMPANY, LLC Dated as of January 7, 2021Registration Rights Agreement • January 8th, 2021 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledJanuary 8th, 2021 Company Industry JurisdictionThis 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.
SUPPORT AGREEMENTSupport Agreement • September 29th, 2015 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledSeptember 29th, 2015 Company Industry JurisdictionTHIS 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).
SUPPORT AGREEMENTSupport Agreement • September 29th, 2015 • Comscore, Inc. • Services-business services, nec • Oregon
Contract Type FiledSeptember 29th, 2015 Company Industry JurisdictionTHIS 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).
COMSCORE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2007 • Comscore, Inc. • Virginia
Contract Type FiledApril 2nd, 2007 Company JurisdictionTHIS 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.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • October 29th, 2013 • Comscore, Inc. • Services-business services, nec
Contract Type FiledOctober 29th, 2013 Company IndustryTHIS 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.
•] Shares COMSCORE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2007 • Comscore, Inc. • Services-business services, nec • New York
Contract Type FiledJune 22nd, 2007 Company Industry Jurisdiction
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
Contract Type FiledMay 8th, 2007 Company Industry JurisdictionWHEREAS, 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
PURCHASE AGREEMENTPurchase Agreement • December 21st, 2011 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledDecember 21st, 2011 Company Industry JurisdictionThis PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 20, 2011 (the “Effective Date”), by and among comScore, Inc., a Delaware corporation (the “Company”), and The Nielsen Company (US), LLC, a Delaware limited liability company (the “Purchaser”), for the purchase and sale by the Purchaser of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
COMSCORE, INC. Restricted Stock Units Award AgreementRestricted Stock Units Award Agreement • May 6th, 2021 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledMay 6th, 2021 Company Industry JurisdictionThis 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”).
TENTH AMENDMENTTenth Amendment • March 23rd, 2018 • Comscore, Inc. • Services-business services, nec • New York
Contract Type FiledMarch 23rd, 2018 Company Industry JurisdictionTHIS 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”).
ContractComscore, Inc. • May 25th, 2007 • Services-business services, nec • Delaware
Company FiledMay 25th, 2007 Industry JurisdictionTHIS 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.
COMSCORE NETWORKS, INC.Stock Option Agreement • April 2nd, 2007 • Comscore, Inc. • Virginia
Contract Type FiledApril 2nd, 2007 Company JurisdictionUnless otherwise defined herein, the terms defined in the 1999 Stock Plan, as amended, shall have the same defined meanings in this Stock Option Agreement.
TRANSITION AGREEMENTTransition Agreement • May 5th, 2015 • Comscore, Inc. • Services-business services, nec • Virginia
Contract Type FiledMay 5th, 2015 Company Industry JurisdictionThis 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”).
SEPARATION AGREEMENTSeparation Agreement • May 25th, 2007 • Comscore, Inc. • Services-business services, nec • Virginia
Contract Type FiledMay 25th, 2007 Company Industry JurisdictionThis Separation Agreement (“Agreement”) is made between comScore Networks, Inc. (“Company”), a Delaware corporation, and Sheri Huston (“Employee”).
AGREEMENTAgreement • October 4th, 2017 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledOctober 4th, 2017 Company Industry JurisdictionRESTON, 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.
ELEVENTH AMENDMENTEleventh Amendment • March 23rd, 2018 • Comscore, Inc. • Services-business services, nec • New York
Contract Type FiledMarch 23rd, 2018 Company Industry JurisdictionTHIS 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”).
SEPARATION AGREEMENTSeparation Agreement • April 1st, 2019 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledApril 1st, 2019 Company Industry JurisdictionThis 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.”
EIGHTH AMENDMENTEighth Amendment • March 23rd, 2018 • Comscore, Inc. • Services-business services, nec • New York
Contract Type FiledMarch 23rd, 2018 Company Industry JurisdictionTHIS 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”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • September 29th, 2015 • Comscore, Inc. • Services-business services, nec • Oregon
Contract Type FiledSeptember 29th, 2015 Company Industry JurisdictionTHIS 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.
COMSCORE, INC. Restricted Stock Units Award NoticeRestricted Stock Units Award Notice • May 6th, 2021 • Comscore, Inc. • Services-business services, nec • Delaware
Contract Type FiledMay 6th, 2021 Company Industry JurisdictionThis 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”).
COMSCORE, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 10th, 2018 • Comscore, Inc. • Services-business services, nec • Virginia
Contract Type FiledSeptember 10th, 2018 Company Industry JurisdictionThis 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”).
ContractInvestor Rights Agreement • May 8th, 2007 • Comscore, Inc. • Services-business services, nec • California
Contract Type FiledMay 8th, 2007 Company Industry JurisdictionTHIS 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.
LICENSING AND SERVICES AGREEMENT by and between Citadel Investment Group, L.L.C. and comScore Networks, Inc. August 1, 2003Licensing and Services Agreement • June 26th, 2007 • Comscore, Inc. • Services-business services, nec • Illinois
Contract Type FiledJune 26th, 2007 Company Industry JurisdictionTHIS 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”).