exv4w3



 





Exhibit 4.3




[COMDISCO LETTERHEAD]




FEDERAL EXPRESS




August 16, 2000




David Jones

ComScore, Inc.

1761 Business Center Drive

Suite 250

Reston, VA 20190



Re: Preferred Stock Warrant Agreement Dated June 9, 2000 to the Master Lease Agreement Dated June
9, 2000, Equipment Schedule Nos. VL-1 and VL-2 Dated as of June 9, 2000 by and between Comdisco,
Inc. (“Warrantholder”) and ComScore, Inc. (“Company”)




Dear David,



Pursuant to the closing of your Series B Preferred financing on July 5, 2000, this letter is to
confirm that Comdisco, Inc., as Warrantholder, hereby agrees that the price per share shall be
equal to $2.90/sh providing the right to purchase 46,551 shares for an aggregate price of
$134,997.90 pursuant to the above referenced warrant.



Except as specifically set forth above, all other terms and conditions of the Warrant shall remain
in full force and effect including any adjustments under Section 8.



Please indicate your acceptance by signing in the space provided below and returning to the
undersigned and I will have it countersigned and will forward a copy to you to attach to your copy
of the warrant. If you have any questions, please do not hesitate to call me at (650) 566-4912.




	 	 	 	 	 	 	 
	Sincerely,	 	ComScore, Inc.	 	 
	 
	 	 	 	 	 	 
	/s/ Vika Tonga

	 	By:
	 	/s/David B. Jones	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Vika Tonga

	 	Title:
	 	Controller	 	 
	Information/Document Specialist
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Comdisco, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Jill C. Hanses	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	/s/SVP	 	 






 









 





THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY
STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY
BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.




WARRANT AGREEMENT




To Purchase Shares of the Series B Preferred Stock, or Upon Certain Terms, the Series A Preferred Stock of




COMSCORE, INC.




Dated as of June 9, 2000 (the “Effective Date”)




     WHEREAS, ComScore, Inc., a Delaware corporation (the “Company”) has entered into a Master
Lease Agreement dated as of June 9, 2000, Equipment Schedule No. VL-1 and VL-2 dated as of June 9,
2000, and related Summary Equipment Schedules (collectively, the “Leases”) with Comdisco, Inc., a
Delaware corporation (the “Warrantholder”); and



     WHEREAS, the Company desires to grant to Warrantholder, in consideration for such Leases, the
right to purchase shares of its Series B Preferred Stock if the Next Round, as defined below, is a
private equity financing, or if the Next Round is a Merger Event, as defined below, or an Initial
Public Offering, as defined below, then shares of its Series A Preferred Stock;



     NOW, THEREFORE, in consideration of the Warrantholder executing and delivering such Leases and
in consideration of mutual covenants and agreements contained herein, the Company and Warrantholder
agree as follows:



1. GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.




     For Value received, the Company hereby grants to the Warrantholder, and the Warrantholder is
entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and
purchase from the Company that number of fully paid and non-assessable shares of the Company’s
Preferred Stock (“Preferred Stock”) equal to One Hundred Thirty-five Thousand Dollars ($135,000.00)
(“Aggregate Purchase Price”), divided by the Exercise Price (“Exercise Price”). .In the event the
Next Round is a financing as defined in (i) below and successfully completed on or before August
31, 2000, Warrantholder shall have the right to purchase from the Company its Series B Preferred
Stock, and the Exercise Price shall be defined as the sum of $1.00 per share (the “Last Round
Price”) plus the product of (a) the difference between the price per share of the next round of
equity financing (the “Next Round”) and the Last Round, multiplied by (b) the fraction resulting
from dividing (x) the number of days from the date of closing of the Last Round to the date of the
Lease proposal (April 12, 2000), by (y) the number of days from the date of the closing of the Last
Round to the date of closing of the Next Round. Notwithstanding the foregoing, the price per share
of the Next Round shall be capped at a Ninety-five Million Dollar Pre-money Valuation. “Nine-five
Million Dollar Pre-Money Valuation” shall be calculated by dividing Nine-five Million Dollars
($95,000,000.00) by the number of fully diluted shares of the Company’s authorized Common Stock,
Preferred Stock, warrants and options, as converted to Common Stock outstanding immediately prior
to the closing of the Next Round. In the event the Next Round is an event as described in (ii) or
(iii) below or the Next Round is not successfully completed by August 31, 2000, then Warrantholder
shall have the right to purchase 135,000 shares of Series A Preferred Stock from the Company at an
Exercise Price of $1.00 per share. The number and purchase price of such shares are subject to
adjustment as provided in Section 8 hereof.



     “Next Round” shall be defined as the earlier to occur of (i) preferred stock financing of at
least $2,000,000.00, (ii) the sale, conveyance disposal, or encumbrance of all or substantially all
of the Company’s property or business or Company’s merger into or consolidation with any other
corporation (other than a wholly-owned subsidiary corporation) or any other transaction or series
of related transactions in which more than fifty percent (50%) of the voting power of Company is
disposed of (“Merger Event”), provided that a Merger Event shall not apply to a merger effected
exclusively for the purpose of changing the domicile of the company, or (iii) an initial public
offering of the Company’s Common Stock which such public offering has been declared effective by
the SEC.



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2. TERM OF THE WARRANT AGREEMENT.




     Except as otherwise provided for herein, the term of this Warrant Agreement and the right to
purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be
exercisable for a period of (i) ten (10) years or (ii) five (5) years from the effective date of
the Company’s initial public offering, whichever is earlier.



3. EXERCISE OF THE PURCHASE RIGHTS.




     (a) Exercise. The purchase rights set forth in this Warrant Agreement are exercisable
by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the
expiration of the term set forth in Section 2 above, by tendering to the Company at its principal
office a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”),
duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of
the purchase price in accordance with the terms set forth below, and in no event later than
twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the
number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in
the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of
shares which remain subject to future purchases, if any.



     The Exercise Price may be paid at the Warrantholder’s election either (i) by cash or check, or
(ii) by surrender of Warrants (“Net Issuance”) as determined below. If the Warrantholder elects
the Net Issuance method, the Company will issue Preferred Stock in accordance with the following
formula:




X = Y(A-B)

          A



	 	 	 	 	 
	Where:

	 	X =
	 	the number of shares of Preferred Stock to be issued to the Warrantholder,
	 
	 	 	 	 
	 

	 	Y =
	 	the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement.
	 
	 	 	 	 
	 

	 	A =
	 	the fair market value of one (1) share of Preferred Stock.
	 
	 	 	 	 
	 

	 	B =
	 	the Exercise Price.






     For purposes of the above calculation, current fair market value of Preferred Stock shall mean
with respect to each share of Preferred Stock:




     (i) if the exercise is in connection with an initial public offering of the Company’s
Common Stock, and if the Company’s Registration Statement relating to such public offering
has been declared effective by the SEC, then the fair market value per share shall be the
product of (x) the initial “Price to Public” specified in the final prospectus with respect
to the offering and (y) the number of shares of Common Stock into which each share of
Preferred Stock is convertible at the time of such exercise;




     (ii) if this Warrant is exercised after, and not in connection with the Company’s
initial public offering, and:




     (a) if traded on a securities exchange, the fair market value shall be deemed to
be the product of (x) the average of the closing prices over a five (5) day period
ending three days before the day the current fair market value of the securities is
being determined and (y) the number of shares of Common Stock into which each share
of Preferred Stock is convertible at the time of such exercise; or




     (b) if actively traded over-the-counter, the fair market value shall be deemed
to be the product of (x) the average of the closing bid and asked prices quoted on
the NASDAQ system (or similar system) over the five (5) day period ending three days
before the day the current fair market value of the securities is being determined
and (y) the number of shares of Common Stock into which each share of Preferred Stock
is convertible at the time of such exercise;




     (iii) if at any time the Common Stock is not listed on any securities exchange or
quoted in the NASDAQ System or the over-the-counter market, the current fair market value of
Preferred Stock shall be the product of (x) the highest price per share which the Company
could obtain from a willing buyer (not a current employee or director) for shares of Common
Stock sold by the Company, from authorized but unissued shares, as determined in good faith
by its Board of Directors and (y) the number of shares of



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Common Stock into which each share of Preferred Stock is convertible at the time of such exercise,
unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to
which the Company is not the surviving party, in which case the fair market value of Preferred
Stock shall be deemed to be the value received by the holders of the Company’s Preferred Stock on a
common equivalent basis pursuant to such merger or acquisition.




     Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an
amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All
other terms and conditions of such amended Warrant Agreement shall be identical to those contained
herein, including, but not limited to the Effective Date hereof.



     (b) Exercise Prior to Expiration. To the extent this Warrant is not previously
exercised as to all Preferred Stock subject hereto, and if the fair market value of one share of
the Preferred is greater than the Exercise Price then in effect, this Warrant shall be deemed
automatically exercised pursuant to Section 3(a) above (even if not surrendered) immediately before
its expiration. For purposes of such automatic exercise, the fair market value of one share of the
Preferred Stock upon such expiration shall be determined pursuant to Section 3(a) above. To the
extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this
Section 3(b), the Company agrees to promptly notify the Warrantholder of the number of Preferred
Stock, if any, the Warrantholder is to receive by reason of such automatic exercise.



4. RESERVATION Of SHARES.




     During the term of this Warrant Agreement, the Company will at all times have authorized and
reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the
rights to purchase Preferred Stock as provided for herein.



5. NO FRACTIONAL SHARES OR SCRIP.




     No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of the Warrant, but in lieu of such fractional shares the Company shall make a cash payment
therefor upon the basis of the Exercise Price then in effect.



6. NO RIGHTS AS SHAREHOLDER.




     This Warrant Agreement does not entitle the Warrantholder to any voting rights or other rights
as a shareholder of the Company prior to the exercise of the Warrant.



7. WARRANTHOLDER REGISTRY.




     The Company shall maintain a registry showing the name and address of the registered holder of
this Warrant Agreement.



8. ADJUSTMENT RIGHTS.




     The purchase price per share and the number of shares of Preferred Stock purchasable hereunder
are subject to adjustment, as follows:



     (a) Merger and Sale of Assets. If at any time there shall be a capital reorganization
of the shares of the Company’s stock (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company
with or into another corporation whether or not the Company is the surviving corporation, or the
sale of all or substantially all of the Company’s properties and assets to any other person
(hereinafter referred to as a “Merger Event”), then, as a part of such Merger Event, lawful
provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon
exercise of the Warrant, the number of shares of preferred stock or other securities of the
successor corporation resulting from such Merger Event, equivalent in value to that which would
have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger
Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s
Board of Directors) shall be made in the application of the provisions of this Warrant Agreement
with respect to the rights and interest of the Warrantholder after the Merger Event to the end that
the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of
shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.



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     (b) Reclassification of Shares. If the Company at any time shall, by combination,
reclassification, exchange or subdivision of securities or otherwise, change any of the securities
as to which purchase rights under this Warrant Agreement exist into the same or a different number
of securities of any other class or classes, this Warrant Agreement shall thereafter represent the
right to acquire such number and kind of securities as would have been issuable as the result of
such change with respect to the securities which were subject to the purchase rights under this
Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or
other change.



     (c) Subdivision or Combination of Shares. If the Company at any time shall combine or
subdivide its Preferred Stock, the Exercise Price shall be proportionately decreased in the case of
a subdivision, or proportionately increased in the case of a combination.



     (d) Stock Dividends. If the Company at any time shall pay a dividend payable in, or
make any other distribution (except any distribution specifically provided for in the foregoing
subsections (a) or (b)) of the Company’s stock, then the Exercise Price shall be adjusted, from and
after the record date of such dividend or distribution, to that price determined by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of
which shall be the total number of all shares of the Company’s stock outstanding immediately prior
to such dividend or distribution, and (ii) the denominator of which shall be the total number of
all shares of the Company’s stock outstanding immediately after such dividend or distribution. The
Warrantholder shall thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares of Preferred Stock (calculated to the nearest whole share)
obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the
number of shares of Preferred Stock issuable upon the exercise hereof immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.



     (e) Right to Purchase Additional Stock. If, the Warrantholder’s total cost of
equipment leased pursuant to the Leases exceeds $3,000,000, Warrantholder shall have the right to
purchase from the Company, at the Exercise Price (adjusted as set forth herein), an additional
number of shares, which number shall be determined by (i) multiplying the amount by which the
Warrantholder’s total equipment cost exceeds $3,000,000 by 4.5%, and (ii) dividing the product
thereof by the Exercise Price per share referenced above.



     (f) Antidilution Rights. Additional antidilution rights applicable to the Preferred
Stock purchasable hereunder are as set forth in the Company’s Certificate of Incorporation, as
amended through the Effective Date, a true and complete copy of which is attached hereto as Exhibit
IV (the “Charter”). The Company shall promptly provide the Warrantholder with any restatement,
amendment, modification or waiver of the Charter. The Company shall provide Warrantholder with
prior written notice of any issuance of its stock or other equity security to occur after the
Effective Date of this Warrant, which notice shall include (a) the price at which such stock or
security is to be sold, (b) the number of shares to be issued, and (c) such other information as
necessary for Warrantholder to determine if a dilutive event has occurred.



     (g) Notice of Adjustments. If: (i) the Company shall declare any dividend or
distribution upon its stock, whether in cash, property, stock or other securities; (ii) the Company
shall offer for subscription prorata to the holders of any class of its Preferred or other
convertible stock any additional shares of stock of any class or other rights; (iii) there shall be
any Merger Event; (iv) there shall be an initial public offering; or (v) there shall be any
voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such
event, the Company shall send to the Warrantholder: (A) at least twenty (20) days’ prior written
notice of the date on which the books of the Company shall close or a record shall be taken for
such dividend, distribution, subscription rights (specifying the date on which the holders of
Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such
Merger Event, dissolution, liquidation or winding up; (B) in the case of any such Merger Event,
dissolution, liquidation or winding up, at least twenty (20) days’ prior written notice of the date
when the same shall take place (and specifying the date on which the holders of Preferred Stock
shall be entitled to exchange their Preferred Stock for securities or other property deliverable
upon such Merger Event, dissolution, liquidation or winding up); and (C) in the case of a public
offering, the Company shall give the Warrantholder at least twenty (20) days written notice prior
to the effective date thereof.



     Each such written notice shall set forth, in reasonable detail, (i) the event requiring the
adjustment, (ii) the amount of the adjustment, (iii) the method by which such adjustment was
calculated, (iv) the Exercise Price, and (v) the number of shares subject to purchase hereunder
after giving effect to such adjustment, and shall be given by first class mail, postage prepaid,
addressed to the Warrantholder, at the address as shown on the books of the Company.



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     (h) Timely Notice. Failure to timely provide such notice required by subsection (g)
above shall entitle Warrantholder to retain the benefit of the applicable notice period
notwithstanding anything to the contrary contained in any insufficient notice received by
Warrantholder. The notice period shall begin on the date Warrantholder actually receives a written
notice containing all the information specified above.



9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.




     (a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the
Warrantholder’s rights has been duly and validly reserved and, when issued in accordance with the
provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and
will be free of any taxes, liens, charges or encumbrances of any nature whatsoever: provided,
however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to
restrictions or transfer under state and/or Federal securities laws. The Company has made
available to the Warrantholder true, correct and complete copies of its Charter and Bylaws, as
amended. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant
Agreement shall be made without charge to the Warrantholder for any issuance tax in respect
thereof, or other cost incurred by the Company in connection with such exercise and the related
issuance of shares of Preferred Stock. The Company shall not be required to pay any tax which may
be payable in respect of any transfer involved and the issuance and delivery of any certificate in
a name other than that of the Warrantholder.



     (b) Due Authority. The execution and delivery by the Company of this Warrant
Agreement and the performance of all obligations of the Company hereunder, including the issuance
to Warrantholder of the right to acquire the shares of Preferred Stock, have been duly authorized
by all necessary corporate action on the part of the Company, and the Leases and this Warrant
Agreement are not inconsistent with the Company’s Charter or Bylaws, do not contravene any law or
governmental rule, regulation or order applicable to it, do not and will not contravene any
provision of, or constitute a default under, any indenture, mortgage, contract or other instrument
to which it is a party or by which it is bound, and the Leases and this Warrant Agreement
constitute legal, valid and binding agreements of the Company, enforceable in accordance with their
respective terms.



     (c) Consents and Approvals. No consent or approval of, giving of notice to,
registration with, or taking of any other action in respect of any state, Federal or other
governmental authority or agency is required with respect to the execution, delivery and
performance by the Company of its obligations under this Warrant Agreement, except for the filing
of notices pursuant to Regulation D under the 1933 Act and any filing required by applicable state
securities law, which filings will be effective by the time required thereby.



     (d) Issued Securities. All issued and outstanding shares of Common Stock, Preferred
Stock or any other securities of the Company have been duly authorized and validly issued and are
fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any
other securities were issued in full compliance with all Federal and state securities laws. In
addition, as of the date hereof:




     (i) The authorized capital of the Company consists of (A) 50,000,000 shares of Common
Stock, of which 12,122,396 shares are issued and outstanding, and (B) 9,187,500 shares of
Series A Preferred Stock, of which 9,187,500 shares are issued and outstanding and are
convertible into 9,187,500 shares of Common Stock at $1.00 per share.




     (ii) The Company has reserved 4,210,937 shares of Common Stock for issuance under its
1999 Stock Plan, under which 3,411,200 options are outstanding at an average price of $0.10
per share. There are no other options, warrants, conversion privileges or other rights
presently outstanding to purchase or otherwise acquire any authorized but unissued shares of
the Company’s capital stock or other securities of the Company.




     (iii) In accordance with the Company’s Certificate of Incorporation, no shareholder of
the Company has preemptive rights to purchase new issuances of the Company’s capital stock.



     (e) Insurance. The Company has in full force and effect insurance policies, with
extended coverage, insuring the Company and its property and business against such losses and
risks, and in such amounts, as are customary for corporations engaged in a similar business and
similarly situated and as otherwise may be required pursuant to the terms of any other contract or
agreement.



     (f) Other Commitments to Register Securities. Except as set forth in this Warrant
Agreement, the Company is not, pursuant to the terms of any other agreement currently in existence,
under any obligation to register under the 1933 Act any of its presently outstanding securities or
any of its securities which may hereafter be issued.



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     (g) Exempt Transaction. Subject to the accuracy of the Warrantholder’s
representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this
Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of
the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the
applicable state securities laws.



     (h) Compliance with Rule 144. At the written request of the Warrantholder, who
proposes to sell Preferred Stock issuable upon the exercise of the Warrant in compliance with Rule
144 promulgated by the Securities and Exchange Commission, the Company shall furnish to the
Warrantholder, within ten days after receipt of such request, a written statement confirming the
Company’s compliance with the filing requirements of the Securities and Exchange Commission as set
forth in such Rule, as such Rule may be amended from time to time.



10. REPRESENTATIONS AND COVENANTS OF THE WABRANTHOLDER.




     This Warrant Agreement has been entered into by the Company in reliance upon the following
representations and covenants of the Warrantholder:



     (a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock
issuable upon exercise of the Warrantholder’s rights contained herein will be acquired for
investment and not with a view to the sale or distribution of any part thereof, and the
Warrantholder has no present intention of selling or engaging in any public distribution of the
same except pursuant to a registration or exemption.



     (b) Private Issue. The Warrantholder understands (i) that the Preferred Stock
issuable upon exercise of this Warrant is not registered under the 1933 Act or qualified under
applicable state securities laws on the ground that the issuance contemplated by this Warrant
Agreement will be exempt from the registration and qualifications requirements thereof, and (ii)
that the Company’s reliance on such exemption is predicated on the representations set forth in
this Section 10.



     (c) Disposition of Warrantholder’s Rights. In no event will the Warrantholder make a
disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon
exercise of such rights unless and until (i) it shall have notified the Company of the proposed
disposition, and (ii) if requested by the Company, it shall have furnished the Company with an
opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder)
satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for
compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements
of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the
transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the
exercise of such rights do not apply to transfers from the beneficial owner of any of the
aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall
terminate as to any particular share of Preferred Stock when (1) such security shall have been
effectively registered under the 1933 Act and sold by the holder thereof in accordance with such
registration or (2) such security shall have been sold without registration in compliance with Rule
144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request
by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the
Warrantholder at its request by such Commission stating that no action shall be recommended by such
staff or taken by such Commission, as the case may be, if such security is transferred without
registration under the 1933 Act in accordance with the conditions set forth in such letter or
ruling and such letter or ruling specifies that no subsequent restrictions on transfer are
required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided,
the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such
restrictions have terminated shall be entitled to receive from the Company, without expense to such
holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not
bearing any restrictive legend.



     (d) Financial Risk. The Warrantholder has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its investment, and has
the ability to bear the economic risks of its investment.



     (e) Risk of No Registration. The Warrantholder understands that if the Company does
not register with the Securities and Exchange Commission pursuant to Section 12 of the 1934 Act
(the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934 Act, or if a registration
statement covering the securities under the 1933 Act is not in effect when it desires to sell (i)
the rights to purchase Preferred Stock pursuant to this Warrant Agreement, or (ii) the Preferred
Stock issuable upon exercise of the right to purchase, it may be required to hold such securities
for an indefinite period. The Warrantholder also understands that any sale of its rights of the
Warrantholder to purchase Preferred Stock or Preferred Stock which might be made by it in reliance
upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of
that Rule.



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     (f) Accredited Investor. Warrantholder is an “accredited investor” within the meaning
of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.



11. TRANSFERS.




     Subject to the terms and conditions contained in Section 10 hereof, this Warrant Agreement and
all rights hereunder are transferable in whole or in part by the Warrantholder and any successor
transferee, provided, however, in no event shall the number of transfers of the rights and
interests in all of the Warrants exceed three (3) transfers. The transfer shall be recorded on the
books of the Company upon receipt by the Company of a notice of transfer in the form attached
hereto as Exhibit III (the “Transfer Notice”), at its principal offices and the payment to the
Company of all transfer taxes and other governmental charges imposed on such transfer,



12. MISCELLANEOUS.




     (a) Effective Date. The provisions of this Warrant Agreement shall be construed and
shall be given effect in all respects as if it had been executed and delivered by the Company on
the date hereof. This Warrant Agreement shall be binding upon any successors or assigns of the
Company.



     (b) Attorney’s Fees. In any litigation, arbitration or court proceeding between the
Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys’
fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement.



     (c) Governing Law. This Warrant Agreement shall be governed by and construed for all
purposes under and in accordance with the laws of the State of Illinois.



     (d) Counterparts. This Warrant Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.



     (e) Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery, facsimile transmission (provided that the
original is sent by personal delivery or mail as hereinafter set forth) or seven (7) days after
deposit in the United States mail, by registered or certified mail, addressed (i) to the
Warrantholder at 6111 North River Road, Rosemont, Illinois 60018, Attention: Venture Lease
Administration, cc: Legal Department, Attention: General Counsel, (and/or, if by Facsimile, (847)
518-5465 and (847)518-5088) and (ii) to the Company at 1761 Business Center Drive, Suite 250,
Reston, CA 20190, Attention: David Jones (and/or if by Facsimile, (703) 438-2091) or at
such other address as any such party may subsequently designate by written notice to the other
party.



     (f) Remedies. In the event of any default hereunder, the non-defaulting party may
proceed to protect and enforce 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 default, and/or an
action for specific performance for any default where Warrantholder will not have an adequate
remedy at law and where damages will not be readily ascertainable. The Company expressly agrees
that it shall not oppose an application by the Warrantholder or any other person entitled to the
benefit of this Agreement requiring specific performance of any or all provisions hereof or
enjoining the Company from continuing to commit any such breach of this Agreement.



     (g) No Impairment of Rights. The Company will not, by amendment of its Charter or
through any other means, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate in order to protect the
rights of the Warrantholder against impairment.



     (h) Survival. The representations, warranties, covenants and conditions of the
respective parties contained herein or made pursuant to this Warrant Agreement shall survive the
execution and delivery of this Warrant Agreement.



     (i) Severability. In the event any one or more of the provisions of this Warrant
Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions
of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision
shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes
closest to the intention of the parties underlying the invalid illegal or unenforceable provision.



     (j) Amendments. Any provision of this Warrant Agreement may be amended by a written
instrument signed by the Company and by the Warrantholder.



- 7 -









 





     (k) Additional Documents. The Company, upon execution of this Warrant Agreement,
shall provide the Warrantholder with certified resolutions with respect to the representations,
warranties and covenants set forth in subparagraphs (a) through (d), (f) and (g) of Section 9
above. If the purchase price for the Leases referenced in the preamble of this Warrant Agreement
exceeds $1,000,000, the Company will also provide Warrantholder with an opinion from the Company’s
counsel with respect to those same representations, warranties and covenants. The Company shall
also supply such other documents as the Warrantholder may from time to time reasonably request.



     IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed by
its officers thereunto duty authorized as of the Effective Date.



	 	 	 	 	 	 	 
	COMPANY:	 	COMSCORE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Magid Abraham	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	CEO	 	 
	 
	 	 	 	 	 	 
	WARRANTHOLDER:	 	COMDISCO	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/Jill C. Hanses	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	SVP	 	 







- 8 -










 





EXHIBIT I




NOTICE
OF EXERCISE



To: COMSCORE, INC.





	(1)	 	The undersigned Warrantholder hereby elects to purchase
_______ shares of the
Series _______ Preferred Stock of
ComScore, Inc., pursuant to the terms of the Warrant Agreement dated the 9th day
of June, 2000 (the “Warrant Agreement”) between ComScore, Inc. and the Warrantholder, and
tenders herewith payment of the purchase price for such shares in full, together with all
applicable transfer taxes, if any.
	 
	(2)	 	In exercising its rights to purchase the
Series _______ Preferred Stock of ComScore, Inc., the
undersigned hereby confirms and acknowledges the investment representations and warranties made in Section 10
of the Warrant Agreement.
	 
	(3)	 	Please issue a certificate or certificates representing said shares of Series Preferred Stock
in the name of the undersigned or in such other name as is specified below.





	 	 	 	 	 
	 	 	 
	 

	 	(Name)	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	(Address)	 	 
	 
	 	 	 	 
	     WARRANTHOLDER:	 	COMDISCO, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 





-9-









 





EXHIBIT II




ACKNOWLEDGMENT OF EXERCISE



The undersigned ComScore, Inc., hereby acknowledge receipt of the “Notice of Exercise” from
Comdisco, Inc., to purchase
_______ shares of the Series
_______ Preferred Stock of ComScore, Inc., pursuant to the terms of the
Warrant Agreement, and further acknowledges that
_______ shares remain subject to purchase under the terms of the
Warrant Agreement.




	 	 	 	 	 
	     COMPANY:	 	COMSCORE, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 





-10-








 





EXHIBIT
III




TRANSFER
NOTICE



(To transfer or assign the foregoing Warrant Agreement execute this form and supply required
information. Do not use this form to purchase shares.)



FOR
VALUE RECEIVED, the foregoing Warrant Agreement and all rights evidenced thereby are hereby
transferred and assigned to




	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	(Please Print)
	 	 
	 
	 	 	 	 	 	 
	 

	 	whose address is	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Holder’s Signature:	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Holder’s Address:	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Signature Guaranteed:
	 	 	 	 	 	 	 	 
	 	 	 	 	 





NOTE:
The signature to this Transfer Notice must correspond with the name as it appears on the
face of the Warrant Agreement, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity
should file evidence of authority to assign the foregoing Warrant Agreement.



-11-










 





EXHIBIT
IV




(INSERT
CHARTER)





-12-











 





AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF COMSCORE, INC.

a Delaware corporation

(Originally incorporated on August 18, 1999)




     This Amended and Restated Certificate of Incorporation has been duly adopted by the
Corporation’s Board of Directors and Stockholders in accordance with the applicable provisions of
Section 228, 242 and 245 of the General Corporation Law of the State of Delaware.



ARTICLE I




     The name of this Corporation is comScore, inc.



ARTICLE II




     The address of the registered office of the Corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,
Delaware 19081. The name of its registered agent at such address is The Corporation Trust Company.



ARTICLE III




     The nature of the business or purposes to be conducted or promoted is to engage in any lawful
act or activity for which corporations may be organized under the General Corporation Law of
Delaware.



ARTICLE IV




     A. Classes of Stock. This Corporation is authorized to issue two classes of stock, to
be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares
which the Corporation is authorized to issue is Fifty Nine Million One Hundred Eighty Seven
Thousand Five Hundred (59,187,500) shares. Fifty Million (50,000,000) shares shall be Common Stock,
par value $0.001 per share, and Nine Million One Hundred Eighty Seven Thousand Five Hundred
(9,187,500) shares shall be Preferred Stock, par value $0.001 per share, all of which shall be
designated “Series A Preferred”



 









 





     B. Rights, Preferences, Privileges and Restrictions of Preferred Stock. The rights,
preferences, privileges and restrictions granted to and imposed on the Series A Preferred are as
set forth below in this Article IV(B).



          1. Dividend Provisions. The holders of shares of Series A Preferred shall be
entitled to receive dividends, out of any assets legally available therefor, prior and in
preference to any declaration or payment of any dividend (payable other than in Common Stock) on
the Common Stock of this Corporation, at the rate of $0.08 per share per annum (as adjusted for any
stock dividends, stock distributions, combinations, consolidations or splits with respect to such
shares). Such dividends shall not be cumulative and shall be paid only when, if and as declared by
the Board of Directors of the Corporation. No dividend shall be paid on shares of Common Stock in
any fiscal year unless (i) the aforementioned preferential dividends of the Series A Preferred
shall have been paid in full and (ii) the holders of Series A Preferred participate in such
dividend on the Common Stock on a pro rata basis in proportion to the number of shares of Common
Stock held of record by each such holder of Series A Preferred (assuming the conversion of all
Series A Preferred into Common Stock).




          2. Liquidation Preference.




               a. Primary Distribution. In the event of any liquidation, dissolution or winding up
of this Corporation, either voluntary or involuntary, each holder of Series A Preferred shall be
entitled to receive, prior and in preference to any distribution of any of the assets of this
Corporation to the holders of Common Stock by reason of their ownership thereof, an amount equal to
the sum of (x) $1.00 (the “Original Series A Issue Price”) for each share of Series A
Preferred held of record by such holder (as adjusted for any stock dividends, stock distributions,
combinations, consolidations or splits with respect to such shares) and (y) all declared but unpaid
dividends on such shares. If upon the occurrence of such event, the assets and funds of the
Corporation legally available for distribution shall be insufficient to permit the payment to such
holders of the full aforesaid preferential amounts, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed ratably among the holders of
the Series A Preferred in proportion to the preferential amount each such holder is otherwise
entitled to receive.



               b. Secondary Distribution. Subject to Section 2(c) below, upon the completion of the
distribution required by Section 2(a), the remaining assets of the Corporation available for
distribution to stockholders shall be distributed of record among the holders of Series A Preferred
and Common Stock on a pro rata basis in proportion to the number of shares of Common Stock held of
record by each (assuming for the purposes hereof conversion of all Series A Preferred into Common
Stock).



               c. Maximum Liquidation Amount. Following such time as any holder of Series A
Preferred has received, pursuant to the operation of Sections 2(a) and 2(b) above, an amount equal
to the Maximum Liquidation Amount (as defined below) for such shares of Series A Preferred, then
the entire remaining assets and funds of the Company legally available for distribution, if any,
shall be distributed ratably among the holders of Common Stock in a manner such that the amount
distributed to each holder of Common Stock shall equal the amount obtained by multiplying the
entire remaining assets and funds of the Company legally available for distribution hereunder by a
fraction, the numerator of which shall be the number of shares of Common Stock then held by such holder, and the denominator of which shall
be the



 









 




total number of shares of Common Stock then outstanding. For purposes of this Section 2(c),
the “Maximum Liquidation Amount” for each share of Series A Preferred shall mean $3.00,
adjusted in the manner contemplated by clauses (i) and (ii) of Section 3(d) hereof.
Notwithstanding anything in this Section 2 to the contrary, if a holder of Preferred Stock would
receive a greater liquidation amount than such holder is entitled to receive pursuant to
subsections 2(a)-(c) by converting such shares of Preferred Stock into shares of Common Stock, then
such holder shall not receive any amounts under subsections 2(a)-(c), but shall be treated for
purposes of this Section 2 as though they had converted into shares of Common Stock, whether or not
such holders had elected to so convert.




               d. Definition of Liquidation Event; Notice.



                    (i) For purposes of this Section 2, a liquidation, dissolution or winding up of this
Corporation shall be deemed to be occasioned by, and to include, (A) the acquisition of control of
the Corporation by another entity by means of any transaction or series of related transactions
(including without limitation any reorganization, merger or consolidation); or (B) a sale of all or
substantially all of the assets of the Corporation (including, for purposes of this section,
intellectual property rights which, in the aggregate, constitute substantially all of the
Corporation’s material assets); unless in each case, the
Corporation’s
stockholders of record as constituted immediately prior to such acquisition or sale will,
immediately after such acquisition or sale (by virtue of securities issued as consideration for the
Corporation’s acquisition or sale or otherwise), hold at least fifty percent (50%) of the
voting power of the surviving or acquiring entity.



                    (ii) In any of such events, if the consideration received by the Corporation is other than
cash, its value will be deemed its fair market value. Any securities shall be valued as follows:



                         (A) Securities not subject to investment letter or other similar restrictions on free
marketability shall be valued as follows: (1) if traded on a securities exchange or through The
Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the
securities on such exchange over the thirty (30) day period ending three (3) days prior to the
closing; (2) if actively traded over-the-counter, the value shall be deemed to be the average of
the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending
three (3) days prior to the closing; and (3) if there is no active public market, the value shall
be the fair market value thereof, as determined by the Board of Directors of the Corporation.



                         (B) Securities subject to investment letter or other restrictions on free marketability
(other than restrictions arising solely by virtue of a stockholder’s status as an affiliate
or former affiliate) shall be valued in such a manner as to make an appropriate discount from the
market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market
value thereof, as determined in good faith by the Board of Directors of the Corporation.



-3-









 





                    (iii) The Corporation shall give each holder of record of Series A Preferred written notice of
any such impending transaction not later than twenty (20) days prior to the earlier of the
stockholder meeting called to approve such transaction or the closing of such transaction, and
shall also notify such holders in writing of the final approval of such transaction. The first of
such notices shall describe the material terms and conditions of the impending transaction, the
provisions of this Section 2, and the amounts anticipated to be distributed to holders of each
outstanding class of capital stock of the Corporation pursuant to this Section 2, and the
Corporation shall thereafter give such holders prompt notice of any material changes. The
transaction shall in no event take place sooner than twenty (20) days after the Corporation has
given the first notice provided for herein or sooner than ten (10) days after the Corporation has
given notice of any material changes provided for herein; provided, however, that
such periods may be shortened upon the written consent of the holders of Series A Preferred that
are entitled to such notice rights or similar notice rights and that represent at least a majority
of the voting power of the then outstanding shares of Series A Preferred.



                    (iv) In the event the requirements of subsection 2(d)(iii) are not complied with, this
Corporation shall forthwith either:



                         (A) cause such closing to be postponed until such time as the requirements of subsection
2(d)(iii) have been complied with; or



                         (B) cancel such transaction, in which event the rights, preferences and privileges of the
holders of the Series A Preferred shall revert to and be the same as such rights, preferences and
privileges existing immediately prior to the date of the first notice referred to in subsection
2(d)(iii).



          3. Conversion. The holders of Series A Preferred shall have conversion rights as
follows (the “Conversion Rights”):




               a. Right to Convert. Each share of Series A Preferred shall be convertible, at the
option of the holder thereof, at any time after the date of issuance of such share at the office of
this Corporation or any transfer agent for such stock, into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the Original Series A Issue Price
in respect of such share by the Conversion Price applicable to such share, determined as hereafter
provided, in effect on the date the certificate is surrendered for conversion. The initial
Conversion Price per share for shares of Series A Preferred shall be the Original Series A Issue
Price for the Series A Preferred; provided, however, that such Conversion Price
shall be subject to adjustment as set forth below.



               b. Automatic Conversion. Each share of Series A Preferred shall automatically be
converted into shares of Common Stock at the Conversion Price at the time in effect for such Series
A Preferred immediately upon the earlier of (i) except as provided below in subsection 3(c), the
Corporation’s sale of its Common Stock in an underwritten public offering pursuant to a
Registration Statement under the Securities Act of 1933, as amended (the “Securities Act”),
conducted by a nationally recognized reputable underwriter in which the per share public offering price (prior to underwriter discounts,
commissions,



-4-









 




concessions and expenses) is equal to $5.00 or more (adjusted in the manner
contemplated by clauses (i) and (ii) of Section 3(d) below) and the gross proceeds to the
Corporation are in excess of $25,000,000 (a “Qualified IPO”) , or (ii) the date specified
by written consent or agreement of the holders of at least a majority of the voting power of the
then outstanding shares of Series A Preferred, voting together as a class.




               c. Mechanics of Conversion. Before any holder of Series A Preferred shall be
entitled to convert the same into shares of Common Stock, such holder shall surrender the
certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any
transfer agent for the Series A Preferred, and shall give written notice to this Corporation at its
principal corporate office, of the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Common Stock are to be issued. This
Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such
holder of Series A Preferred, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder shall be entitled as
aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of Series A Preferred to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares of Common Stock as
of such date. If the conversion is in connection with an underwritten offering of securities
registered pursuant to the Securities Act, the conversion, unless otherwise designated by the
holder, will be conditioned upon the closing with the underwriters of the sale of securities
pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon
conversion of the Series A Preferred shall not be deemed to have converted such Series A Preferred
until immediately prior to the closing of such sale of securities.



               d. Conversion Price Adjustments of Preferred Stock for Certain Splits, Dividends and
Combinations. The Conversion Price of the Series A Preferred shall be subject to adjustment
from time to time as follows:



                    (i) In the event that the Corporation should at any time or from time to time after the date
upon which any shares of Series A Preferred were first issued (the “Series A Original Issue
Date”) fix a record date for the effectuation of a split or subdivision of the outstanding
shares of Common Stock or for the determination of the outstanding shares of Common Stock entitled
to receive a dividend or other distribution payable in additional shares of Common Stock without
payment of any consideration by such holder for the additional shares of Common Stock, then, as of
such record date (or the date of such dividend, distribution, split or subdivision if no record
date is fixed), the Conversion Price of the Series A Preferred shall be appropriately decreased so
that the number of shares of Common Stock issuable on conversion of each share of such series shall
be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding.



-5-









 





                    (ii) If the number of shares of Common Stock outstanding at any time after the Series A
Original Issue Date is decreased by a combination of the outstanding shares of Common Stock or
reverse stock split, then, following the record date of such combination or reverse stock split,
the Conversion Price for the Series A Preferred shall be appropriately increased so that the number
of shares of Common Stock issuable on conversion of each share of such series shall be decreased in
proportion to such decrease in outstanding shares.



               e. Other Distributions. In the event that the Corporation shall declare a
distribution payable in securities of other persons, evidences of indebtedness issued by this
Corporation or other persons, assets (excluding cash dividends) or options or rights not referred
to in subsection 3(d)(i), then, in each such case for the purpose of this subsection 3(e), the
holders of the Series A Preferred shall be entitled to a proportionate share of any such
distribution as though they were the holders of the number of shares of Common Stock of the
Corporation into which their shares of Series A Preferred are convertible as of the record date
fixed for the determination of the holders of Common Stock of the Corporation entitled to receive
such distribution.



               f. Recapitalizations. If at any time or from time to time there shall be a
recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of
assets transaction provided for elsewhere in this Section 3 or Section 2), provision shall be made
so that the holders of the Series A Preferred shall thereafter be entitled to receive upon
conversion of the Series A Preferred the number of shares of stock or other securities or property
of the Corporation or otherwise, which a holder of Common Stock deliverable upon conversion
immediately prior to such recapitalization would have been entitled to receive on such
recapitalization. In any such case, appropriate adjustment shall be made in the application of the
provisions of this Section 3 with respect to the rights of the holders of the Series A Preferred
after the recapitalization to the extent that the provisions of this Section 3 (including
adjustment of the Conversion Price then in effect and the number of shares purchasable upon
conversion of the Series A Preferred) shall be applicable after that event as nearly equivalently
as may be practicable.



               g. Adjustments to Conversion Price for Dilutive Issues.



                    (i) Special Definitions. For purposes of this Section 3(g), the following definitions
shall apply:



                         (A) “Additional Shares of Common” shall mean all shares of Common Stock issued (or,
pursuant to Section 3(g)(iii), deemed to be issued) by the Corporation after the Series A Original
Issue Date, other than shares of Common Stock issued, issuable or, pursuant to Section 3(g)(iii)
herein, deemed to be issued:



                              (1) upon conversion of shares of the Preferred Stock;



                              (2) to officers, directors or employees of, or consultants, contractors and advisors to, the
Corporation pursuant to a stock grant, option plan or purchase plan or other stock incentive
program or arrangement approved by the Board of Directors for employees, officers,
directors or consultants, contractors or advisors of the Corporation, but not to exceed an
aggregate number



-6-









 




of 5,104,167 shares of Common Stock, net of cancellations of unexercised options
and repurchases of shares at cost upon termination of any relationship with the Corporation, and
subject to appropriate adjustment in the case of an event described in clauses (i) and (ii) of
Section 3(d) hereof;




                              (3) as a dividend or distribution on the Preferred Stock;



                              (4) in connection with any transaction for which adjustment is made pursuant to Section
3(d)(i), 3(d)(ii), 3(e) or 3(f) hereof;



                              (5) to financial institutions, lessors or landlords in connection with commercial credit
arrangements, debt financings, equipment lease financings, real property leases or similar
transactions, or to other providers of goods, services, technology, distribution channels or
marketing opportunities to the Corporation pursuant to a stock grant, option plan or purchase plan
or other stock incentive program or arrangement approved by the Board of Directors, but not to
exceed an aggregate number of 510,417 shares of Common Stock, net of cancellations of unexercised
options and repurchases of shares at cost upon termination of any relationship with the
Corporation, and subject to appropriate adjustment for all stock splits, dividends, subdivisions,
combinations, recapitalizations and the like;



                              (6) in connection with a Qualified IPO; or



                              (7) in connection with an acquisition by the Corporation, whether by merger, consolidation or
purchase of assets, provided that such acquisition has been approved by a majority of the Board of
Directors, which majority must include at least one director designated by the holders of Series A
Preferred pursuant to Section 4(d) hereof.



                         (B) “Convertible Securities” shall mean stock or other securities convertible into or
exchangeable for Common Stock.



                         (C) “Options” shall mean rights, options or warrants to subscribe for, purchase or
otherwise acquire either Common Stock or Convertible Securities.



                    (ii) No Adjustment of Series A Conversion Price. No adjustment in the Series A
Conversion Price shall be made in respect of the issuance of Additional Shares of Common unless the
consideration per share for an Additional Share of Common issued or deemed to be issued by the
Corporation is less then the Series A Conversion Price in effect on the date of, and immediately
prior to, such issue.



                    (iii) Options and Convertible Securities. In the event that the Corporation at any
time or from time to time after the Series A Original Issue Date shall issue any Options or



-7-









 




Convertible Securities or shall fix a record date for the determination of holders of any class of
securities entitled to receive any such Options or Convertible Securities, then the maximum number
of shares of Common Stock issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall
be deemed to be Additional Shares of Common issued as of the time of such issue or, in case such a
record date shall have been fixed, as of the close of business on such record date;
provided, however, that Additional Shares of Common shall not be deemed to have
been issued unless the consideration per share (determined pursuant to Section 4(g)(v) hereof) of
such Additional Shares of Common would be less than the Series A Conversion Price in effect on the
date of and immediately prior to such issue, or such record date, as the case may be, and
provided, further, that in any such case in which Additional Shares of Common are
deemed to be issued:




                         (A) no further adjustment in the Series A Conversion Price shall be made upon the subsequent
issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or
conversion or exchange of such Convertible Securities, in each case, pursuant to their respective
terms;



                         (B) if such Options or Convertible Securities by their terms provide, with the passage of time
or otherwise, for any increase in the consideration payable to the Corporation, or decrease in the
number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the
Series A Conversion Price computed upon the original issue thereof (or upon the occurrence of a
record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any
such increase or decrease becoming effective, be recomputed to reflect such increase or decrease
insofar as it affects such Options or the rights of conversion or exchange under such Convertible
Securities;



                         (C) upon the expiration of any such Options or any rights of conversion or exchange under such
Convertible Securities which shall not have been exercised, the Series A Conversion Price computed
upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and
any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:



                              (1) in the case of Convertible Securities or Options for Common Stock, the only Additional
Shares of Common issued were shares of Common Stock, if any, actually issued upon the exercise of
such Options or the conversion or exchange of such Convertible Securities and the consideration
received therefor was the consideration actually received by the Corporation for the issue of all
such Options, whether or not exercised, plus the consideration actually received by the Corporation
upon such exercise, or for the issue of all such Convertible Securities which were actually
converted or exchanged, plus the additional consideration, if any, actually received by the
Corporation upon such conversion or exchange, and



                              (2) in the case of Options for Convertible Securities, only the Convertible Securities, if
any, actually issued upon the exercise thereof were issued at the time
of issue of such Options, and the consideration received by the Corporation for the Additional
Shares of Common deemed to have been then issued was the consideration actually received by the
Corporation for the issue of all such Options, whether or not exercised, plus the consideration
deemed to have been



-8-









 




received by the Corporation upon the issue of the Convertible Securities with
respect to which such Options were actually exercised; and




                         (D) no readjustment pursuant to clauses (1) or (2) above shall have the effect of increasing the Series A Conversion Price to an
amount which exceeds the lower of (i) the Original Series A Issue Price, or (ii) the Series A
Conversion Price that would have resulted from other issuances of Additional Shares of Common after
the Original Series A Issue Date.



                    (iv) Adjustment of Series A Conversion Price Upon Issuance of Additional Shares of
Common. In the event that this Corporation shall issue Additional Shares of Common (including
Additional Shares of Common deemed to be issued pursuant to Section 3(g)(iii)) without
consideration or for a consideration per share less than the Series A Conversion Price in effect on
the date of and immediately prior to such issue, then and in such event such Series A Conversion
Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent)
determined by multiplying such Series A Conversion Price theretofore in effect by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately prior to
such issue plus the number of shares of Common Stock which the aggregate consideration received by
the Corporation for the total number of Additional Shares of Common so issued would purchase at
such Series A Conversion Price in effect immediately prior to such issue, and the denominator of
which shall be the number of shares of Common Stock outstanding immediately prior to such issue
plus the number of such Additional Shares of Common so issued and sold; provided,
however, that, for the purposes of this Section 3(g)(iv), all shares of Common Stock
issuable upon exercise, conversion or exchange of outstanding Options or Convertible Securities, as
the case may be, shall be deemed to be outstanding, and immediately after any Additional Shares of
Common are deemed issued pursuant to Section 3(g)(iii), such Additional Shares of Common shall be
deemed to be outstanding.



                    (v) Determination of Consideration. For purposes of this Section 3(g), the
consideration received by the Corporation for the issue of any Additional Shares of Common shall be
computed as follows:



                         (A) Cash and Property. Such consideration shall:



                              (1) insofar as it consists of cash, be computed at the aggregate amount of cash received by
the Corporation excluding amounts paid or payable for accrued interest or accrued dividends;



                              (2) insofar as it consists of property other than cash, be computed at the fair market value
thereof at the time of such issue, as determined in good faith by the Board of Directors; and



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                              (3) in the event Additional Shares of Common are issued together with other shares or
securities or other assets of the Corporation for consideration which covers both, be the
proportion of such consideration so received, computed as provided in clauses (A) and (B) above, as
determined in good faith by the Board of Directors.



                         (B) Options and Convertible Securities. The consideration per share received by the
Corporation for Additional Shares of Common deemed to have been issued pursuant to Section
3(g)(iii), relating to Options and Convertible Securities, shall be determined by dividing:



                              (1) the total amount, if any, received or receivable by the Corporation as consideration for
the issue of such Options or Convertible Securities, plus the minimum aggregate amount of
additional consideration payable to the Corporation upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Securities and the conversion or exchange
of such Convertible Securities, by



                              (2) the maximum number of shares of Common Stock issuable upon the exercise of such Options or
the conversion or exchange of such Convertible Securities, as determined in Section 3(g)(iii)
hereof.



               h. No Impairment. The Corporation will not, by amendment of its Certificate of
Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or performed hereunder by
the Corporation, but will at all times in good faith assist in the carrying out of all the
provisions of this Section 3 and in the taking of all such action as may be necessary or
appropriate in order to protect the Conversion Rights of the holders of the Series A Preferred
against impairment.



               i. No Fractional Shares; Certificate as to Adjustment.



                    (i) No fractional shares shall be issued upon the conversion of any share or shares of the
Series A Preferred, and the number of shares of Common Stock to be issued shall be rounded to the
nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be
determined on the basis of the total number of shares of Series A Preferred the holder is at the
time converting into Common Stock and the number of shares of Common Stock issuable upon such
aggregate conversion.



                    (ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price of Series
A Preferred pursuant to this Section 3, the Corporation, at its expense, shall
promptly compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each holder of such Series A Preferred a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the reasonable written request at any time of
any holder of Series A Preferred, furnish or cause to be furnished to such holder a like
certificate setting forth (A) such adjustment and readjustment, (B) the



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Conversion Price for the Series A Preferred at the time in effect, and (C) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon the conversion of a
share of Series A Preferred held by such holder.




               j. Notices of Record Date. In the event of any taking by the Corporation of a record
date for determining the holders of any class of securities who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other securities or property, or to
receive any other right, this Corporation shall mail to each holder of Series A Preferred, at least
twenty (20) days prior to the record date specified therein, a notice specifying the record date
for the purpose of such dividend, distribution or right, and the amount and character of such
dividend, distribution or right.



               k. Reservation of Stock Issuable Upon Conversion. This Corporation shall at all times
reserve and keep available out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of the then outstanding shares of the Series A Preferred,
such number of its shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series A Preferred; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of
all then outstanding shares of the Series A Preferred, in addition to such other remedies as shall
be available to the holder of such Series A Preferred, the Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such purposes, including
without limitation engaging in best efforts to obtain the requisite Board of Directors and
stockholder approval of any necessary amendment to this Amended and Restated Certificate of
Incorporation.



               l. Notices. All notices and other communications required by the provisions of this
Section 3 shall be in writing, shall be effective when given, and shall in any event be deemed to
be given upon receipt or, if earlier, (a) five (5) business days after deposit with the U.S. Postal
Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b)
upon delivery, if delivered by hand, (c) one (1) business day after the business day of deposit
with Federal Express or similar overnight courier, freight prepaid or (d) one (1) business day
after the business day of facsimile transmission (with



          4. Redemption.




               a. Series A Preferred Redemption. Each share of Series A Preferred shall be redeemable
on the sixth anniversary of the Series A Original Issue Date, to the extent the shares of Series A
Preferred have not been redeemed prior to such date and to the extent requested by any holder
thereof.



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               b. Redemption Price. The redemption price per share of Series A Preferred (the
“Series A Redemption Price”) shall be equal to the Original Series A Issue Price, as
adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with
respect to such shares, to the extent funds are legally available therefor. In the event
insufficient funds are available to redeem all shares of Series A Preferred entitled and electing
to be redeemed pursuant to the preceding paragraph, this Corporation shall effect such redemption
pro rata among the holders of the Series A Preferred based upon the number of shares of Series A
Preferred then held and elected for redemption by each holder, and the Series A Redemption Price
for each share shall be adjusted accordingly.



               c. Notice of Redemption. Before any holder of Series A Preferred shall be entitled to
redeem the same, such shall give written notice to this Corporation at its principal corporate
office not less than 1 day and not more than 30 days after the sixth anniversary of the Original
Issue Date, of the election to redeem the same and shall state therein the number of shares of
Series A Preferred to be redeemed, the date fixed for such redemption (the “Redemption
Date”), which date shall be not less than 30 nor more than 45 days after the date of such
notice, and, in the event less than all of such holder’s shares of Series A Preferred are to be
redeemed, the name or names in which the certificate or certificates representing the shares not to
be redeemed are to be issued. On or before the each Redemption Date, the related holder of Series A
Preferred shall surrender the certificate or certificates therefor, duly endorsed, at the office of
this Corporation or of any transfer agent for the Series A Preferred. If less than all the shares
represented by a share certificate are to be redeemed, the Company shall issue a new certificate or
certificate representing the shares not redeemed. Upon proper notice and surrender, the redeeming
holder shall be entitled to receive payment of the Series A Redemption Price for such shares in
cash, by wire transfer or by bank-certified check on the Redemption Date.



               d. Status of Redeemed Series A Preferred. From and after the Redemption Date for any
shares of Series A Preferred, all dividends on such shares shall cease to accrue and all rights of
holders of such shares shall cease.



          5. Voting Rights.




               a. General Voting Rights. Each holder of shares of Series A Preferred shall be
entitled to a number of votes equal to the number of shares of Common Stock into which the shares
of Series A Preferred held by such holder could be converted, shall have voting rights and powers
equal to the voting rights and powers of the holders of Common Stock (except otherwise expressly
provided herein or as required by law) and shall be entitled to notice of any stockholder meeting
in accordance with the Bylaws of the Corporation. Fractional votes shall not be permitted and any
fractional voting rights resulting from the above formula (after aggregating all shares into which
shares of Series A Preferred held by each holder could be converted) shall be rounded to the
nearest whole number (with one-half being rounded upward).



               b. Required Class Vote. In addition to any other rights provided by law, so long as
at least one million (1,000,000) shares of Series A Preferred shall be outstanding, this
Corporation shall not, without first obtaining the affirmative vote or written consent of each of
the holders of not less than a majority of the voting power of the then outstanding shares of
Series A Preferred, voting as a single class:



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                    (i) authorize any action (including without limitation the amendment or repeal of any
provision of, or the addition of any provision to, this Corporation’s Amended and Restated
Certificate of Incorporation or Bylaws), if such action would materially alter or change the
preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, any
Series of Preferred Stock;



                    (ii) increase or decrease the total number of authorized shares of the Preferred Stock (or any
series thereof);



                    (iii) authorize a liquidation, dissolution, winding up, recapitalization or
reorganization of the Corporation, or a sale or transfer of all or substantially all of the assets
of the Corporation or a merger or consolidation of the Corporation if, as a result of such merger
or consolidation, the stockholders of the Corporation shall own (by virtue of shares held in the
Corporation) less than fifty percent (50%) of the voting securities of the surviving entity or
shall not be entitled to elect a majority of the Board of Directors of the surviving entity;
provided that this clause shall not apply to mergers for which the sole purpose is to
change the Corporation’s jurisdiction of incorporation or a reorganization pursuant to the
provisions of Section 251 (g) of the Delaware General Corporation Law;



                    (iv) authorize shares of any series or class of capital stock or any other security
convertible into or exchangeable for shares of any series or class of capital stock which is senior
to or on parity with the Series A Preferred;



                    (v) purchase, redeem or set aside any sums for the purchase or redemption of, or pay any
dividend or make any distribution on, any shares of capital stock, except for dividends or other
distributions payable on the Common Stock solely in the form of additional shares of Common Stock
and except for the purchase of shares of Common Stock from employees or former employees of the
Corporation who acquired such shares directly from the Corporation, if each such purchase is made
pursuant to contractual rights held by the Corporation under agreements entered into with persons
in connection with their employment with the Corporation or pursuant to employee benefit plans; or



                    (vi) redeem or otherwise acquire any shares of Series A Preferred except as expressly
authorized in Section 4 hereof or pursuant to a purchase offer made pro rata to all holders of the
shares of Series A Preferred on the basis of the aggregate number of outstanding shares of Series A
Preferred then held by each such holder.



               c. Board Size. The authorized number of directors of the Corporation’s Board of
Directors shall be determined as set forth in the Bylaws of the Corporation.



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               d. Board of Directors Election. So long as at least one million (1,000,000) shares of
Series A Preferred remain outstanding, the holders of the Series A Preferred, voting together as a
separate class, shall be entitled to elect two (2) directors of the Corporation, and the holders of
a majority of the Preferred Stock and the Common Stock, voting together as a single class (with the
Preferred Stock voting on an as-converted basis), shall be entitled to elect the remaining number
of directors authorized, if any.



          6. Status of Converted Preferred Stock. In the event any shares of Series A Preferred
shall be converted pursuant to Section 3, the shares so converted shall be canceled and shall not
thereafter be issuable by the Corporation.




          7. Common Stock.




               a. Dividend Rights. Subject to the prior rights of holders of all classes of stock
at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall
be entitled to receive, when, if and as declared by the Board of Directors, out of any assets of
the Corporation legally available therefor, such dividends as may be declared from time to time by
the Board of Directors.



               b. Liquidation Rights. Upon the liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation shall be distributed as provided in Section 2 of Article
IV(B) hereof.



               c. Voting Rights. Each holder of Common Stock shall be entitled to one (1)
vote for each share of Common Stock held, shall be entitled to notice of any stockholder meeting in
accordance with the Bylaws of the Corporation, and shall be entitled to vote upon such matters and
in such manner as is otherwise provided herein or as may be provided by law.



ARTICLE V




     The Corporation is to have perpetual existence.



ARTICLE VI




     Except as otherwise provided in this Amended and Restated Certificate of Incorporation, the
Board of Directors may make, repeal, alter, amend or rescind any or all of the Bylaws of the
Corporation.



ARTICLE VII




     Elections of directors at an annual or special meeting need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and before voting begins or unless
the Bylaws of the Corporation shall so provide.



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ARTICLE VIII




     Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws
may provide. The books of the Corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the Corporation.



ARTICLE IX




     The Corporation may amend, alter, change or repeal any provision contained in this Amended and
Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute. All
rights conferred on stockholders herein are granted subject to this reservation.



ARTICLE X




     To the fullest extent permitted by the General Corporation Law of Delaware, as the same
may be amended from time to time, a director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a
director. If the General Corporation Law of Delaware is hereafter amended to authorize, with or
without the approval of a corporation’s stockholders, further reductions in the liability of
the corporation’ directors for breach of fiduciary duty, then a director of the Corporation
shall not be liable for any such breach to the fullest extent permitted by the General Corporation
Law of Delaware as so amended.



     Any repeal or modification of the foregoing provisions of this Article X, by amendment of this
Article X or by operation of law, shall not adversely affect any right or protection of a director
of the Corporation with respect to any acts or omissions of such director occurring prior to such
repeal or modification.



ARTICLE XI




     To the fullest extent permitted by applicable law, the Corporation is authorized to provide
indemnification of (and advancement of expenses to) directors, officers, employees and other agents
of the Corporation (and any other persons to which Delaware law permits the Corporation to provide
indemnification), through Bylaw provisions, agreements with any such director, officer, employee or
other



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agent or other person, vote of stockholders or disinterested directors, or otherwise, in
excess of the indemnification and advancement otherwise permitted by Section 145 of the Delaware
General Corporation Law, subject only to limits created by applicable Delaware law (statutory or
nonstatutory), with respect to actions for breach of duty to a corporation, its stockholders and
others.




     Any repeal or modification of any of the foregoing provisions of this Article XI, by amendment
of this Article XI or by operation of law, shall not adversely affect any right or protection of a
director, officer, employee or other agent or other person existing at the time of, or increase the
liability of any director of the Corporation with respect to any acts or omissions of such
director, officer or agent occurring prior to such repeal or modification.



* * *





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     IN WITNESS WHEREOF, the undersigned has executed this certificate on September 27, 1999.



	 	 	 	 	 
	 	COMSCORE, INC.

 	 
	 	By:  	/s/ Magid Abraham
 	 
	 	 	Magid Abraham, 	 
	 	 	President and Chief Executive Officer 	 
	 




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