Contract
Exhibit 4.8
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.
COMSCORE NETWORKS, INC.
WARRANT TO PURCHASE 12,000 SHARES
OF COMMON STOCK
OF COMMON STOCK
THIS CERTIFIES THAT, for value received, Xxxxxxxx Partners LLC is entitled to subscribe for
and purchase 12,000 shares of fully paid and nonassessable Common Stock (as adjusted pursuant to
Section 4 hereof, the “Shares”) of COMSCORE NETWORKS, INC., a Delaware corporation (the “Company”),
at the price of $3.00 per share (such price and such other price as shall result, from time to
time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant
Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used
herein, the term “Date of Grant” shall mean July 3, 2002.
1. Term. The purchase right represented by this Warrant is exercisable, in whole or
in part, at any time and from time to time from the Date of Grant until July 3, 2012; provided,
however, if the underwriter of an initial public offering of the Company’s stock provides the
holder of this Warrant reasonable prior written notice requesting such holder to exercise its
option to purchase the Shares, the holder shall within a reasonable period of time either exercise
its rights under this Warrant or waive its right to exercise.
Notwithstanding the term of this Warrant fixed pursuant to the above paragraph, the right to
purchase the Shares as granted herein shall expire, if not previously exercised, immediately upon
the closing of a sale, conveyance, disposal or encumbrance of all or substantially all of the
Company’s property or business, or the Company’s merger into or consolidation with any other
corporation, or any other transaction or series of related transactions in which more than fifty
percent (50%) of the voting power of the Company is disposed of (a “Merger”), provided that the
term “Merger” shall not apply to a merger effected exclusively for the purpose of changing the
domicile of the Company.
The Company shall provide the holder of this Warrant with at least twenty (20) days’ written
notice prior to the closing thereof of the terms and conditions of a Merger. However, if the
Company fails to deliver such written notice, then notwithstanding anything to the contrary in this
Warrant, the rights to purchase the Shares shall not expire until twenty (20) days after the
Company complies with such notice provisions. If such closing does not take place, the Company
shall promptly notify the holder of the Warrant that such proposed transaction has been terminated,
and the holder of the Warrant may rescind any exercise of its purchase rights promptly after such
notice
of termination of the proposed transaction if the exercise of the Warrant has occurred after the
Company notified the holder that the Merger was proposed. In the event of such rescission, the
Warrant will continue to be exercisable on the same terms and conditions contained herein.
2. Method of Exercise: Payment; Issuance of New Warrant. Subject to Section 1 hereof,
the purchase right represented by this Warrant may be exercised by the holder hereof, in whole or
in part and from time to time, at the election of the holder hereof, by (a) the surrender of this
Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-l duly
completed and executed) at the principal office of the Company and by the payment to the Company,
by certified or bank check, or by wire transfer to an account designated by the Company (a “Wire
Transfer”) of an amount equal to the then applicable Warrant Price multiplied by the number of
Shares then being purchased; or (b) exercise of the “net issuance” right provided for in Section
9.1 hereof. The person or persons in whose name(s) any certificate(s) representing any of the
Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s)
of record of, and shall be treated for all purposes as the record holder(s) of, the Shares
represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the
close of business on the date or dates upon which this Warrant is exercised. In the event of any
exercise of the rights represented by this Warrant, certificates for the Shares so purchased shall
be delivered to the holder hereof as soon as possible and in any event within thirty (30) days
after such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the Shares, if any, with respect to which this Warrant shall not then
have been exercised shall also be issued to the holder hereof as soon as possible and in any event
within such thirty-day period; provided, however, at such time as the Company is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, if requested by the
holder of this Warrant, the Company shall use reasonable commercial efforts to cause its transfer
agent to deliver the certificate representing Shares issued upon exercise of this Warrant to a
broker or other person (as directed by the holder exercising this Warrant) within the time period
required to settle any trade made by the holder after exercise of this Warrant
3. Stock Fully Paid; Reservation of Shares. All Shares that may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance pursuant to the terms and
conditions herein, be fully paid and nonassessable, and free from all preemptive rights and taxes,
liens and charges with respect to the issue thereof. During the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have authorized and
reserved for the purpose of issuance upon exercise of the purchase rights evidenced by this
Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the
rights represented by this Warrant.
4. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:
(a) Reclassifications or Changes. In case of any reclassification or change of
securities of the class issuable upon exercise of this Warrant (other than a change in par value,
or from par value to no par value, or from no par value to par value, or as a result of a
subdivision or
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combination), the Company shall duly execute and deliver to the holder of this Warrant a new
Warrant (in form and substance satisfactory to the holder of this Warrant), or the Company shall
make appropriate provision without the issuance of a new Warrant, so that the holder of this
Warrant shall have the right to receive upon exercise of this Warrant, at a total purchase price
not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in
lieu of the Shares theretofore issuable upon exercise of this Warrant, (i) the kind and amount of
shares of stock, other securities, money and property receivable upon such reclassification or
change by a holder of the number of Shares then purchasable under this Warrant. Any new Warrant
shall provide for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 4. The provisions of this Section 4(a) shall similarly
apply to successive reclassifications and changes.
(b) Subdivision or Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its outstanding shares of
Common Stock, the Warrant Price shall be proportionately decreased and the number of Shares
issuable hereunder shall be proportionately increased in the case of a subdivision, and the Warrant
Price shall be proportionately increased and the number of Shares issuable hereunder shall be
proportionately decreased in the case of a combination.
(c) Stock Dividends and Other Distributions. If the Company at any time while this
Warrant is outstanding and unexpired shall (i) pay a dividend with respect to its Common Stock
payable in Common Stock, then the Warrant Price shall be adjusted, from and after the date of
determination of stockholders entitled to receive such dividend or distribution, to that price
determined by multiplying the Warrant Price in effect immediately prior to such date of
determination by a fraction (A) the numerator of which shall be the total number of shares of
Common Stock outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Common Stock outstanding immediately
after such dividend or distribution; or (ii) make any other distribution with respect to Common
Stock (except any distribution specifically provided for in Sections 4(a) and 4(b)), then, in each
such case, provision shall be made by the Company such that the holder of this Warrant shall
receive upon exercise of this Warrant a proportionate share of any such dividend or distribution as
though it were the holder of the Shares as of the record date fixed for the determination of the
stockholders of the Company entitled to receive such dividend or distribution.
(d) Adjustment of Number of Shares. Upon each adjustment in the Warrant Price, the
number of Shares of Common Stock purchasable hereunder shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of Shares purchasable immediately prior to
such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant
Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.
5. Notice of Adjustments. Whenever the Warrant Price or the number of Shares
purchasable hereunder shall be adjusted pursuant to Section 4 hereof, the Company shall issue a
certificate signed by its chief financial officer setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated,
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and the Warrant Price and the number of Shares purchasable hereunder after giving effect to such
adjustment, and shall cause copies of such certificate to be mailed (without regard to Section 13
hereof, by first class mail, postage prepaid) to the holder of this Warrant.
6. Fractional Shares. No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares the Company shall
make a cash payment therefor based on the fair market value of the Common Stock on the date of
exercise as reasonably determined in good faith by the Company’s Board of Directors.
7. Compliance with Act; Disposition of Warrant or Shares of Common Stock.
(a) Compliance with Act. The holder of this Warrant, by acceptance hereof, agrees
that this Warrant, and the Shares to be issued upon exercise hereof are being acquired for
investment and that such holder will not offer, sell or otherwise dispose of this Warrant, or any
Shares to be issued upon exercise hereof except under circumstances which will not result in a
violation of the Act or any applicable state securities laws. Upon exercise of this Warrant,
unless the Shares being acquired are registered under the Securities Act of 1933, as amended (the
“Act”), and any applicable state securities laws or an exemption from such registration is
available, the holder hereof shall confirm in writing that the Shares so purchased are being
acquired for investment and not with a view toward distribution or resale in violation of the Act
and shall confirm such other matters related thereto as maybe reasonably requested by the Company.
This Warrant and all Shares issued upon exercise of this Warrant (unless registered under the Act
and any applicable state securities laws) shall be stamped or imprinted with a legend in
substantially the following form:
“THE SECURITIES EVIDENCED HEREBY HAVE 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 THE WARRANT UNDER WHICH THESE SECURITIES WERE ISSUED, DIRECTLY OR
INDIRECTLY.”
Said legend shall be removed by the Company, upon the request of a holder, at such time as the
restrictions on the transfer of the applicable security shall have terminated. In addition, in
connection with the issuance of this Warrant, the holder specifically represents to the Company by
acceptance of this Warrant as follows:
(1) The holder is aware of the Company’s business affairs and financial condition, and has
acquired information about the Company sufficient to reach an informed and knowledgeable decision
to acquire this Warrant. The holder is acquiring this Warrant for its own account for investment
purposes only and not with a view to, or for the resale in connection with, any “distribution”
thereof in violation of the Act.
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(2) The holder understands that this Warrant has not been registered under the Act in reliance
upon a specific exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of the holder’s investment intent as expressed herein.
(3) The holder further understands that this Warrant must be held indefinitely unless
subsequently registered under the Act and qualified under any applicable state securities laws, or
unless exemptions from registration and qualification are otherwise available. The holder is aware
of the provisions of Rule 144 promulgated under the Act.
(4) The holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D
promulgated under the Act.
(b) Disposition of Warrant or Shares. With respect to any offer, sale or other
disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior
to registration of such Warrant or Shares, the holder hereof agrees to give written notice to the
Company prior thereto, describing briefly the manner thereof, together with a written opinion of
such holder’s counsel, or other evidence, if reasonably satisfactory to the Company, to the effect
that such offer, sale or other disposition may be effected without registration or qualification
(under the Act as then in effect or any federal or state securities law then in effect) of this
Warrant or such Shares and indicating whether or not under the Act certificates for this Warrant or
such Shares to be sold or otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance with such law. Upon receiving such
written notice and reasonably satisfactory opinion or other evidence, the Company, as promptly as
practicable but no later than fifteen (15) days after receipt of the written notice, shall notify
such holder that such holder may sell or otherwise dispose of this Warrant or such Shares, all in
accordance with the terms of the notice delivered to the Company. If a determination has been made
pursuant to this Section 7(b) that the opinion of counsel for the holder or other evidence is not
reasonably satisfactory to the Company, the Company shall so notify the holder promptly with
details thereof after such determination has been made. Notwithstanding the foregoing, this
Warrant or such Shares may, as to such federal laws, be offered, sold or otherwise disposed of in
accordance with Rule 144 or 144A under the Act, provided that the Company shall have been furnished
with such information as the Company may reasonably request to provide a reasonable assurance that
the provisions of Rule 144 or 144A have been satisfied. Each certificate representing this Warrant
or the Shares thus transferred (except a transfer pursuant to Rule 144 or 144A) shall bear a legend
as to the applicable restrictions on transferability in order to ensure compliance with such laws,
unless in the aforesaid opinion of counsel for the holder, such legend is not required in order to
ensure compliance with such laws. The Company may issue stop transfer instructions to its transfer
agent in connection with such restrictions.
(c) Applicability of Restrictions. Neither any restrictions of any legend described
in this Warrant nor the requirements of Section 7(b) above shall apply to any transfer of, or grant
of a security interest in, this Warrant (or the Shares obtainable upon exercise thereof) or any
part hereof (i) to a partner of the holder if the holder is a partnership or to a member of the
holder if the holder is a limited liability company, (ii) to a partnership of which the holder is a
partner or to a limited liability company of which the holder is a member, or (iii) to any
affiliate of the holder if the holder is a corporation; provided, however, in any
such transfer, if applicable, the transferee shall on the
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Company’s request agree in writing to be bound by the terms of this Warrant as if an original
holder hereof.
8. Rights as Stockholders. No holder of this Warrant, as such, shall be entitled to
vote or receive dividends or be deemed the holder of the Shares or any other securities of the
Company which may at any time be issuable upon the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the holder of this Warrant, as such, any of
the rights of a stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to receive notice of meetings,
or to receive dividends or subscription rights or otherwise until this Warrant shall have been
exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as
provided herein.
9. Additional Rights.
9.1 Right to Convert Warrant into Stock: Net Issuance.
(a) Right to Convert. In addition to and without limiting the rights of the holder
under the terms of this Warrant, the holder shall have the right to convert this Warrant or any
portion thereof (the “Conversion Right”) into Shares as provided in this Section 9.1 at any time or
from time to time during the term of this Warrant. Upon exercise of the Conversion Right With
respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”),
the Company shall deliver to the holder (without payment by the holder of any exercise price or any
cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as
is determined according to the following formula:
X
|
= | B — A
|
Where:
|
X | = | the number of shares of Common Stock that shall be issued to holder | |||
| Y | = | the fair market value of one share of Common Stock | ||||
| A | = | the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) | ||||
| B | = | the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) |
No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the
number of shares to be issued determined in accordance with the foregoing formula is other than a
whole number, the Company shall pay to the holder an amount in cash equal to the fair market value
of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of
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Section 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if
they were issued upon the exercise of this Warrant.
(b) Method of Exercise. The Conversion Right may be exercised by the holder by the
surrender of this Warrant at the principal office of the Company together with a written statement
(which may be in the form of Exhibit A-l) specifying that the holder thereby intends to exercise
the Conversion Right and indicating the number of shares subject to this Warrant which are being
surrendered (referred to in Section 9.1(a) hereof as the Converted Warrant Shares) in exercise of
the Conversion Right. Such conversion shall be effective upon receipt by the Company of this
Warrant together with the aforesaid written statement, or on such later date as is specified
therein (the “Conversion Date”), and, at the election of the holder hereof, may be made contingent
upon the closing of the sale of the Company’s Common Stock to the public in a public offering
pursuant to a Registration Statement under the Act (a “Public Offering”). Certificates for the
shares issuable upon exercise of the Conversion Right and, if applicable, a new warrant evidencing
the balance of the shares remaining subject to this Warrant, shall be issued as of the Conversion
Date and shall be delivered to the holder within thirty (30) days following the Conversion Date.
(c) Determination of Fair Market Value. For purposes of this Section 10.1, “fair
market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall
mean:
(i) If the Conversion Right is exercised in connection with and contingent upon a Public
Offering, and if the Company’s registration statement relating to such Public Offering
(“Registration Statement”) has been declared effective by the Securities and Exchange Commission,
then the initial “Price to Public” specified in the final prospectus with respect to such offering.
(ii) If the Conversion Right is not exercised in connection with and contingent upon a Public
Offering, then as follows:
(A) If traded on a securities exchange, the fair market value of the Common Stock shall be
deemed to be the average of the closing prices of the Common Stock on such exchange over the five
trading days immediately prior to the Determination Date;
(B) If traded on the Nasdaq National Market or other over-the-counter system, the fair market
value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common
Stock over the five trading days immediately prior to the Determination Date; and
(C) If there is no public market for the Common Stock, then the fair market value of the
Common Stock shall be reasonably determined by the board of directors of the Company.
In making a determination under clauses (A) or (B) above, if on the Determination Date, five
trading days had not passed since the IPO, then the fair market value of the Common Stock shall be
the average closing prices or closing bid prices, as applicable, for the shorter period beginning
on and including the date of the IPO and ending on the trading day prior to the Determination Date
(or if such period includes only one trading day the closing price or closing bid price, as
applicable, for
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such trading day). If closing prices or closing bid prices are no longer reported by a securities
exchange or other trading system, the closing price or closing bid price shall be that which is
reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the
applicable trading day.
9.2 Exercise Prior to Expiration. To the extent this Warrant is not previously
exercised as to all of the Shares subject hereto, and if the fair market value of one Share is
greater than the Warrant Price then in effect, this Warrant shall be deemed automatically exercised
pursuant to Section 9.1 above (even if not surrendered) immediately before its expiration. For
purposes of such automatic exercise, the fair market value of one Share upon such expiration shall
be determined pursuant to Section 9.l(c). To the extent this Warrant or any portion thereof is
deemed automatically exercised pursuant to this Section 9.2, the Company agrees to promptly notify
the holder hereof of the number of Shares, if any, the holder hereof is to receive by reason of
such automatic exercise.
10. Representations and Warranties. The Company represents and warrants to the holder
of this Warrant as follows:
(a) This Warrant has been duly authorized and executed by the Company and is a valid and
binding obligation of the Company enforceable in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors and the rules of
law or principles at equity governing specific performance, injunctive relief and other equitable
remedies.
(b) The Shares have been duly authorized and reserved for issuance by the Company and, when
issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable
and free from preemptive rights.
(c) The execution and delivery of this Warrant are not, and the issuance of the Shares upon
exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the
Company’s Sixth Amended and Restated Certificate of Incorporation (the “Charter”) or bylaws, do not
and will not contravene any law, governmental rule or regulation, judgment or order applicable to
the Company, and do not and will not conflict with or contravene any provision of, or constitute a
default under, any indenture, mortgage, contract or other instrument of which the Company is a
party or by which it is bound or require the consent or approval of, the giving of notice to, the
registration or filing with or the taking of any action in respect of or by, any Federal, state or
local government authority or agency or other person, except for the filing of notices pursuant to
federal and state securities laws, which filings will be effected by the time required thereby.
(d) There are no actions, suits, audits, investigations or proceedings pending or, to the
knowledge of the Company, threatened against the Company in any court or before any governmental
commission, board or authority which, if adversely determined, could have a material adverse effect
on the ability of the Company to perform its obligations under this Warrant.
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11. Market Stand-Off Provision. The holder of this Warrant agrees to be bound by the
“Market Stand-Off” provision in section 1(l) of the Third Amended and Restated Investor Rights
Agreement dated June 6, 2002 between the Company and certain of its investors and founders.
12. Modification and Waiver. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought.
13. Notices. Any notice, request, communication or other document required or
permitted to be given or delivered to the holder hereof or the Company shall be delivered, or shall
be sent by certified or registered mail, postage prepaid, to each such holder at its address as
shown on the books of the Company or to the Company at the address indicated therefor on the
signature page of this Warrant.
14. Lost Warrants or Stock Certificates. The Company covenants to the holder hereof
that, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate and, in the case of any such
loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or
in the case of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.
15. Descriptive Headings. The descriptive headings of the various Sections of this
Warrant are inserted for convenience only and do not constitute a part of this Warrant. The
language in this Warrant shall be construed as to its fair meaning without regard to which party
drafted this Warrant.
16. Governing Law. This Warrant shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of Delaware.
17. Survival of Representations, Warranties and Agreements. All representations and
warranties of the Company and the holder hereof contained herein shall survive the Date of Grant,
the exercise or conversion of this Warrant (or any part hereof) or the termination or expiration of
rights hereunder. All agreements of the Company and the holder hereof contained herein shall
survive indefinitely until, by their respective terms, they are no longer operative.
18. Remedies. In case any one or more of the covenants and agreements contained in
this Warrant shall have been breached, the holders hereof (in the case of a breach by the Company),
or the Company (in the case of a breach by a holder), may proceed to protect and enforce their or
its rights either by suit in equity and/or by action at law, including, but not limited to, an
action for damages as a result of any such breach and/or an action for specific performance of any
such covenant or agreement contained in this Warrant.
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19. Severability. The invalidity or unenforceability of any provision of this Warrant
in any jurisdiction shall not affect the validity or enforceability of such provision in any other
jurisdiction, or affect any other provision of this Warrant, which shall remain in full force and
effect.
20. Recovery of Litigation Costs. If any legal action or other proceeding is brought
for the enforcement of this Warrant, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Warrant, the successful or
prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs
incurred in that action or proceeding, in addition to any other relief to which it or they may be
entitled.
21. Entire Agreement; Modification. This Warrant constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and supersedes all prior and
contemporaneous agreements, representations, and undertakings of the parties, whether oral or
written, with respect to such subject matter.
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The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant
specified above.
| COMSCORE NETWORKS, INC. | ||||||
| By: | /s/ Xxxxx X. Xxxxxx | |||||
| Title: General Counsel and Corporate Secretary | ||||||
| Address: | ||||||
| 00000 Xxxxxx Xxxxx Xxxx | ||||||
| Xxxxx 000 | ||||||
| Xxxxxx, XX 00000 | ||||||
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EXHIBIT A-l
NOTICE OF EXERCISE
To: COMSCORE NETWORKS, INC. (the “Company”)
| 1. | The undersigned hereby: |
o
|
elects to purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or | |
o
|
elects to exercise its net issuance rights pursuant to Section 9.1 of the attached Warrant with respect to shares of Common Stock. |
2. Please issue a certificate or certificates representing shares in the name of the
undersigned or in such other name or names as are specified below:
(Name)
(Address)
3. The undersigned represents that the aforesaid shares are being acquired for the account of
the undersigned for investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of distributing or reselling
such shares, all except as in compliance with applicable securities laws.
| (Signature) |
