Brencourt Advisors, LLC
Exhibit
99.4
Brencourt
Advisors, LLC
000
Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx, XX 00000
As
of June 20,
2007
Xxxxxx
X.
Xxxxx
Xxxxx
X.
Xxxxxxxxxxx
000
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Gentlemen:
Reference
is made to our letter agreement with you, dated June 20, 2007 (the "Letter
Agreement"), pursuant to which we or funds under our management have agreed
to
purchase 1,807, 021 shares of common stock of Vertrue
Incorporated. All capitalized terms not defined herein shall have the
meanings given in the Letter Agreement.
Notwithstanding
anything to the
contrary contained in the Letter Agreement, the Purchasers hereby irrevocably
agree not to exercise any rights under section 3 of the Letter Agreement,
including without limitation any right to direct the voting of the Shares,
until
the termination or expiration of the applicable waiting period under the HSR
Act. Please acknowledge your receipt of this letter by countersigning
below a counterpart hereof.
Very
truly
yours,
BRENCOURT
ADVISORS,
LLC
By:
/s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx
Xxxxxx
Title:
Chief Financial Officer
Acknowledged:
Xxxxxx
X.
Xxxxx
Xxxxx
X.
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