Brencourt Advisors, LLC
Page
21 of 21
EXHIBIT
4
Brencourt
Advisors, LLC
000
Xxxxxxxxx Xxxxxx, 0xx Xxxxx
New
York, NY 10022
As
of
June 20, 2007
Xxxxxx
X.
Xxxxx
Xxxxx
X.
Xxxxxxxxxxx
000
Xxxxxxxx Xxxxxx
Greenwich,
CT 06830
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
Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer
Acknowledged:
Xxxxxx
X.
Xxxxx
Xxxxx
X.
Xxxxxxxxxxx