ContractComscore, Inc. • April 2nd, 2007 • 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) RECEPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 2nd, 2007 • Comscore, Inc. • 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.
COMSCORE, INC. INDEMNIFICATION AGREEMENTIndemnification 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.
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.
ContractInvestor Rights Agreement • April 2nd, 2007 • Comscore, Inc. • 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.
ContractComscore, Inc. • April 2nd, 2007 • 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.
WARRANT TO PURCHASE STOCKPurchase Stock • April 2nd, 2007 • Comscore, Inc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
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 • April 2nd, 2007 • Comscore, Inc. • 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
COMSCORE, INC.Stock Plan • April 2nd, 2007 • Comscore, Inc. • Virginia
Unless otherwise defined herein, the terms defined in the 1999 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
STOCK RESTRICTION AND PUT RIGHT AGREEMENTStock Restriction and Put Right Agreement • April 2nd, 2007 • Comscore, Inc. • Delaware
This Stock Restriction Agreement (the “Agreement”) is made as of July 28, 2004 by and among comScore Networks, Inc., a Delaware corporation (the “Company”) and Lawrence Denaro (“Denaro”).
SEPARATION AGREEMENTSeparation Agreement • April 2nd, 2007 • Comscore, Inc. • Virginia
This Separation Agreement (“Agreement”) is made between comScore Networks, Inc. (“Company”), a Delaware corporation, and Sheri Huston (“Employee”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • April 2nd, 2007 • Comscore, Inc. • 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.
FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 2nd, 2007 • Comscore, Inc. • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this ’’Agreement”) is made as of August 1, 2003, by and among comScore Networks. Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto (the “Purchasers”) and the founders of the Company listed on the signature pages hereto (the “Founders”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement (defined below),
COMDISCO LETTERHEAD]Warrant Agreement • April 2nd, 2007 • Comscore, Inc. • Illinois
Re: Preferred Stock Warrant Agreement Dated June 9, 2000 to the Master Lease Agreement Dated June 9, 2000, Equipment Schedule Nos. VL-1 and VL-2 Dated as of June 9, 2000 by and between Comdisco, Inc. (“Warrantholder”) and ComScore, Inc. (“Company”)
LEASE AGREEMENT by and between COMSCORE NETWORKS. INC. as “Tenant” and COMSTOCK PARTNERS. L.C. as “Landlord” June 23, 2003Lease Agreement • April 2nd, 2007 • Comscore, Inc. • Virginia
THIS LEASE AGREEMENT (this “Lease”) is made and entered into this 23rd day of June, 2003, by and between (i) COMSTOCK PARTNERS, L.C., a Virginia limited liability company (hereinafter referred to as “Landlord”), and (ii) COMSCORE NETWORKS, INC., a Delaware corporation_(hereinafter referred to as “Tenant”), and referred to by singular pronouns of the neuter gender, regardless of the number and gender of the parties involved.
STOCK RESTRICTION AND PUT RIGHT AGREEMENTStock Restriction and Put Right Agreement • April 2nd, 2007 • Comscore, Inc. • Delaware
This Stock Restriction Agreement (the “Agreement”) is made as of January 1, 2005 by and among comScore Networks, Inc., a Delaware corporation (the “Company”) and 954253 Ontario Inc., an Ontario corporation, Rice and Associates Advertising Consultants, Inc., an Ontario corporation (each, a Stockholder” and collectively, the “Stockholder”).
