FIRST AMENDMENTCredit 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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").
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
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”.
ContractWarrant 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.
SECURITIES PURCHASE AGREEMENTSecurities 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”).
Restricted Stock Units Award AgreementRestricted Stock Units Award Agreement • March 12th, 2024 • Comscore, Inc. • Services-business services, nec • Delaware
This 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”).
COMSCORE, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange 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”).
COMSCORE, INC. SEVERANCE AGREEMENTSeverance Agreement • May 10th, 2024 • Comscore, Inc. • Services-business services, nec • Virginia
This Severance Agreement (the “Agreement”) is made and entered into by and between Steve Bagdasarian (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of March 27, 2024 (the “Effective Date”).
COMSCORE, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • May 10th, 2024 • Comscore, Inc. • Services-business services, nec • Virginia
This Change of Control Agreement (the “Agreement”) is made and entered into by and between Steve Bagdasarian (“Executive”) and comScore, Inc., a Delaware corporation (the “Company”), effective as of March 27, 2024 (the “Effective Date”).
Unaudited Pro Forma Financial InformationMerger Agreement • August 14th, 2008 • Comscore, Inc. • Services-business services, nec
On May 28, 2008, comScore, Inc., a Delaware corporation (“comScore”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) by and among comScore, M:Metrics, Inc., a Delaware corporation (“M:Metrics”), OpinionCounts, Inc., a Delaware corporation and wholly owned subsidiary of comScore (“Merger Sub”), and Randolph L. Austin, Jr., as Stockholder Representative. Pursuant to the Merger Agreement, on May 28, 2008, Merger Sub was merged with and into M:Metrics, with M:Metrics continuing as the surviving corporation and a wholly owned subsidiary of comScore (the “Merger”).
COMSCORE, INC.Stock Option Agreement • 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.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • 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”).
NINTH AMENDMENTCredit Agreement • March 23rd, 2018 • Comscore, Inc. • Services-business services, nec • New York
THIS NINTH AMENDMENT (this “Amendment”) dated as of April 13, 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”).
ContractWarrant Agreement • May 25th, 2007 • Comscore, Inc. • 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.
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.
COMMON STOCK PURCHASE WARRANTCommon 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 25th, 2024 • Comscore, Inc. • Services-business services, nec • Delaware
The 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, 2021Series B Convertible Preferred Stock Purchase 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.
SUPPORT AGREEMENTSupport 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).
SUPPORT AGREEMENTSupport 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).
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.
SECURITY AND PLEDGE AGREEMENTSecurity 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.
•] Shares COMSCORE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2007 • Comscore, Inc. • Services-business services, nec • New York
PURCHASE AGREEMENTPurchase Agreement • December 21st, 2011 • Comscore, Inc. • Services-business services, nec • Delaware
This 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
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”).
TENTH AMENDMENTCredit Agreement • 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”).
TRANSITION AGREEMENTTransition 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”).
SEPARATION AGREEMENTSeparation 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”).
ELEVENTH AMENDMENTCredit Agreement • 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”).
SEPARATION AGREEMENTSeparation 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.”
EIGHTH AMENDMENTCredit Agreement • 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”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • 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.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 25th, 2024 • Comscore, Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement” or the “Amended and Restated Stockholders Agreement”), dated as of July 24, 2024 (the “Effective Date”), is entered into by and among comScore, Inc., a Delaware corporation (the “Company”), Charter Communications Holding Company, LLC, a Delaware limited liability company (the “Charter Stockholder”), Liberty Broadband Corporation, a Delaware corporation (the “Liberty Broadband Stockholder”), and Pine Investor, LLC, a Delaware limited liability company (the “Cerberus Stockholder,” and together with the Charter Stockholder and the Liberty Broadband Stockholder, the “Stockholders”).
COMSCORE, INC. Restricted Stock Units Award NoticeRestricted 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”).
COMSCORE, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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”).
