comScore, Inc. letterhead] June 4, 2007
Exhibit 10.19
[comScore, Inc. letterhead]
June 4, 2007
VIA HAND DELIVERY
11465 SH I, LC
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxxxxxxxx Xxxxxxxx, Managing Member
00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxxxxxxxx Xxxxxxxx, Managing Member
| Re: | Lease Agreement dated June 23, 2003 by and between comScore Networks, Inc. (now comScore, Inc.) (“comScore”), as Tenant, and 11465 SH I, LC, f/k/a Xxxxxxxx Partners, L.C. (“Xxxxxxxx”), as Landlord, as amended by the First Amendment to Lease Agreement dated February 3, 2005 and the Second Amendment to Lease Agreement dated April 26, 2007 (as amended, the “Lease”) with respect to premises located at 00000 Xxxxxx Xxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx |
Dear Xx. Xxxxxxxx:
Pursuant to our earlier discussions, this will confirm that, notwithstanding the referenced
entity name changes and any scrivener’s errors which may exist, 11465 SH I, LC, the Landlord under
the Lease, is the holder of the three warrants issued “to our landlord,” as identified in the
amended registration statement filed by comScore with the Securities Exchange Commission.
In light of comScore’s pending initial public offering, comScore would like to amend the Lease
to delete certain obligations of comScore therein to deliver to Xxxxxxxx certain financial and
other information. Accordingly, by executing this letter agreement, Xxxxxxxx agrees that,
effective immediately prior to the closing of an underwritten initial public offering pursuant to
an effective registration statement under the Securities Act of 1933, as amended, covering the
offer and sale of comScore’s common stock, the following provisions shall be deleted from the Lease
and shall have no full force and effect: (i) the definitions of “Tenant’s Financial Reports” and
“Tenant’s Board Reports” in Section 1(b) of the Lease and any obligations under the Lease to
deliver the documents and materials described in such definitions and (ii) Exhibit J to the Lease
(Form of Financial Statement Certification) and any obligations under the Lease to deliver such
certification.
11465 SH I, LC
June 4, 2007
Page 2
June 4, 2007
Page 2
Please acknowledge Xxxxxxxx’x agreement to the foregoing by executing this letter agreement in
the space provided below and returning the same to my attention. Please do not hesitate to contact
me at (000) 000-0000 with any questions.
| Sincerely, COMSCORE, INC., a Delaware corporation |
||||
| By: | /s/ Xxxxxxxxxx Xxx | |||
| Name: | Xxxxxxxxxx Xxx | |||
| Title: | General Counsel | |||
ACCEPTED AND AGREED:
11465 SH I, LC,
a Virginia limited liability company
a Virginia limited liability company
By:
|
/s/ Xxxxxxxxxxx Xxxxxxxx |
|||
| Title: Managing Member | ||||
Date:
|
June 6, 2007 |
| cc: | Xx. Xxxx Xxxxxxx Cohen, Gettings, & Xxxxxxxx 0000 Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 The Rockcrest Group 00000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000-0000 |
