exv10w20



 




Exhibit
10.20



AMENDMENT, WAIVER AND TERMINATION AGREEMENT




     This Amendment, Waiver and Termination Agreement (this “Agreement”) is made and entered into
as of this 8th day of June, 2007 by and among comScore, Inc., a Delaware corporation (the
“Company”) and the holders of Preferred Stock (as defined below) whose names appear on the
signature pages to this Agreement (each a “Holder” and together the “Holders”).



RECITALS




     WHEREAS, the Company is proposing to sell and issue shares of its common stock, par value
$0.001 per share (the “Common Stock”), in an underwritten initial public offering pursuant to an
effective registration statement under the Securities Act of 1933, as amended (the “IPO”);



     WHEREAS, pursuant to that certain Series A Preferred Stock Purchase Agreement, dated as of
September 27, 1999 (the “Series A Purchase Agreement”), by and among the Company and the Purchasers
(as defined therein), the Company issued and sold to the Purchasers shares of its Series A
Preferred Stock (the “Series A Preferred”);



     WHEREAS, pursuant to that certain Series B Preferred Stock Purchase Agreement, dated as of
July 5, 2000 (the “Series B Purchase Agreement”), by and among the Company and the Purchasers (as
defined therein), the Company issued and sold to the Purchasers shares of its Series B Preferred
Stock (the “Series B Preferred”);



     WHEREAS, pursuant to that certain Series C Preferred Stock Purchase Agreement, dated as of
August 8, 2001 (the “Series C Purchase Agreement”), by and among the Company and the Purchasers (as
defined therein), the Company issued and sold to the Purchasers shares of its Series C Preferred
Stock (the “Series C Preferred”);



     WHEREAS, pursuant to that certain Series C-1 Preferred Stock Purchase Agreement, dated as of
June 6, 2002 (the “Series C-1 Purchase Agreement”), by and among the Company and the Purchasers (as
defined therein), the Company issued and sold to the Purchasers shares of its Series C-1 Preferred
Stock (the “Series C-1 Preferred”);



     WHEREAS, pursuant to that certain Series D Preferred Stock Purchase Agreement, dated as of
June 6, 2002 (the “Series D Purchase Agreement”), by and among the Company and the Purchasers (as
defined therein), the Company issued and sold to the Purchasers shares of its Series D Preferred
Stock (the “Series D Preferred”);



     WHEREAS, pursuant to that certain Series E Preferred Stock Purchase Agreement, dated as of
August 1, 2003 (the “Series E Purchase Agreement,” and together with the Series A Purchase
Agreement, Series B Purchase Agreement, Series C Purchase Agreement, Series C-1 Purchase Agreement
and Series D Purchase Agreement, the “Preferred Stock Purchase Agreements”), by and among the
Company and the Purchasers (as defined therein), the Company issued and sold to the Purchasers
shares of its Series E Preferred Stock (the “Series E Preferred,” and together with



 









 







the Series A Preferred, Series B Preferred, Series C Preferred, Series C-1 Preferred and
Series D Preferred, the “Preferred Stock”);



     WHEREAS, Section 6 of each of the Preferred Stock Purchase Agreements contains ongoing
covenants that govern the conduct of the Company (the “Purchase Agreement Covenants”);



     WHEREAS, the Company and the Holders, constituting the holders of a sufficient number of
shares of Preferred Stock to effect an amendment or waiver to each Preferred Stock Purchase
Agreement, desire that the Purchase Agreement Covenants terminate immediately prior to the closing
of the IPO;



     WHEREAS, pursuant to Section 1(c) of that certain Fourth Amended and Restated Investor Rights
Agreement, dated as of August 1, 2003 (the “Investor Rights Agreement”), by and among the Company,
the Purchasers and the Founders (as such terms are defined therein), the Company is required to
provide prompt written notice to each Holder of Registrable Securities (as such terms are defined
in the Investor Rights Agreement) of its intention to effect an IPO (the “Notice Rights”);



     WHEREAS, pursuant to Section 4 of the Investor Rights Agreement, each Holder and Founder (as
such terms are defined in the Investor Rights Agreement) agrees to cooperate with the Company in
complying with the terms and provisions of the Regulatory Side Letters (as defined in the Investor
Rights Agreement) and, together with the Company, agrees not to amend or waive the Company’s
certificate of incorporation or bylaws if such amendment or waiver would cause a Regulated Holder
to have a Regulatory Problem (as such terms are defined in the Investor Rights Agreement) (the
“Regulatory Side Letter Covenants”);



     WHEREAS, pursuant to Section 6 of the Investor Rights Agreement, Lehman Brothers Venture
Partners L.P. and vSpring SBIC, L.P. have the right to designate one individual as an observer at
all meetings of the Company’s Board of Directors (and any committees thereof) and to receive any
materials distributed to the members of the Company’s Board of Directors (and any committees
thereof) (the “Board Observer Rights”);



     WHEREAS, the Company and the Holders constituting the holders of a sufficient number of shares
of Preferred Stock to effect an amendment or waiver to the applicable provisions of the Investor
Rights Agreement desire that, in connection with the IPO, the Notice Rights be waived and the
Regulatory Side Letter Covenants and the Board Observer Rights be terminated



     WHEREAS, pursuant to Section 1(c) of the Investor Rights Agreement, (i) the underwriters of
the IPO may determine in their sole discretion to exclude all of the Registrable Securities (as
defined in the Investor Rights Agreement) held by the Holders from participating in the IPO, (ii)
the allocation of any Registrable Securities included in the IPO shall be made on a pro-rata basis
(the “Selling Stockholder Pro Rata Allocation Right”) and (iii) the number of shares of Registrable
Securities to be included in the IPO shall not be reduced unless all other securities (other than
the shares to be issued by the Company) are first entirely excluded from the IPO (the “Selling
Stockholder Exclusion Right”);



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     WHEREAS, the Company and the Holders constituting the holders of a sufficient number of shares
of Preferred Stock to effect an amendment or waiver to the applicable provisions of the Investor
Rights Agreement desire that, in connection with the IPO, the Selling Stockholder Pro Rata
Allocation Right and the Selling Stockholder Exclusion Right be waived;



     WHEREAS, the Company and J.P. Morgan Partners (BHCA), L.P. are parties to that certain
Regulatory Side Letter Agreement, dated as of August 1, 2003 (the “J.P. Morgan Regulatory Side
Letter Agreement”) and desire that the J.P. Morgan Regulatory Side Letter Agreement be terminated
in connection with the IPO; and



     WHEREAS, the Investor Rights Agreement contemplates the Company’s entering into a regulatory
side letter agreement with vSpring SBIC, L.P. (the “vSpring Regulatory Side Letter Agreement”) and,
if such letter agreement is or has been entered into prior to the closing of the IPO, the Company
and vSpring SBIC, L.P. desire that the vSpring Regulatory Side Letter Agreement be terminated in
connection with the IPO.



     NOW, THEREFORE, BE IT RESOLVED, that in consideration of the foregoing premises and of the
mutual covenants and agreements herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Holders and the Company agree as
follows:



     1. Termination of Purchase Agreement Covenants. The Holders and the Company hereby
agree that each Preferred Stock Purchase Agreement shall be amended such that the Purchase
Agreement Covenants shall terminate and be of no further force or effect immediately prior to the
closing of the IPO.



     2. Waiver of Notice Rights. The Holders hereby waive the Notice Rights in connection
with the IPO.



     3. Termination of Regulatory Side Letter Covenants and the Board Observer Rights.
The Holders and the Company hereby agree that the Investor Rights Agreement shall be amended such
that the Regulatory Side Letter Covenants and the Board Observer Rights shall terminate and be of
no further force or effect immediately prior to the closing of the IPO.



     4. Waiver of Selling Stockholder Pro Rata Allocation Right and Selling Stockholder
Exclusion Right. The Holders and the Company hereby waive the Selling Stockholder Pro Rata
Allocation Right and the Selling Stockholder Exclusion Right in connection with the IPO.



     5. Termination of Regulatory Side Letter Agreements. The Company and J.P. Morgan
Partners (BHCA), L.P. hereby agree that the J.P. Morgan Regulatory Side Letter Agreement shall
terminate and be of no further force or effect immediately prior to the closing of the IPO. The
Company and vSpring SBIC, L.P. hereby agree that the vSpring Regulatory Side Letter Agreement shall
terminate and be of no further force or effect immediately prior to the closing of the IPO.



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6. Additional Provisions.




          (a) Governing Law. This Agreement shall be governed by the laws of the State of
Delaware, without regard to conflict of laws provisions.




          (b) Severability. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall
continue in full force and effect as if such provision had never been contained herein.




          (c) Integration. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements, written or oral.




          (d) Amendment and Waiver. No term of this Agreement may be amended nor the
observance of any term of this Agreement be waived except in a writing signed by the Company and
the Holders constituting a majority of the capital stock of the Company (on an as-converted basis)
held by such Holders. 




          (e) Successors and Assigns. The provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors, and administrators of the parties
hereto.




          (f) Headings. Headings are used in this Agreement for reference only and shall not
be considered when interpreting this Agreement.




          (g) Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall have the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.




[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment, Waiver and Termination
Agreement as of the date first set forth above.



	 	 	 	 	 
	 	COMSCORE, INC.

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




[Signature Page to Amendment, Waiver and Termination Agreement]



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ACCEL VII L.P.
	 
	 	By:  	Accel VII Associates L.L.C.
 	 
	 	 	Its General Partner 	 
	 	 	 
	 	By:  	
/s/ Tracey L. Sedlock	 
	 	 	Attorney-in-Fact 	 
	 	 	 	 
	 
	 	ACCEL INTERNET FUND III L.P.
 	 
	 	By:  	Accel Internet Fund III Associates L.L.C.
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 	 	 
	 	By:  	
/s/ Tracey L. Sedlock	 
	 	 	Attorney-in-Fact	 
	 	 	 	 



	 	 	 	 	 
	 	ACCEL INVESTORS ‘99 L.P.

 	 
	 	By:  	/s/ Tracey L. Sedlock	 
	 	 	Attorney-in-Fact	 
	 	 	 	 
	 



[Signature Page to Amendment, Waiver and Termination Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	ADAMS STREET PARTNERS	 	 
	 
	 	 	 	 	 	 
	 	 	BVCF IV, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: J.W. Puth Associates, LLC, its General
Partner	 	 
	 	 	By: Brinson Venture Management, LLC, its

Attorney-in fact	 	 
	 	 	By: Adams Street Partners, LLC, its

Administrative Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Thomas D. Berman

Partner	 	 






[Signature Page to Amendment, Waiver and Termination Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	INSTITUTIONAL VENTURE PARTNERS X, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Institutional Venture Management X, LLC	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Todd Chaffee	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	INSTITUTIONAL VENTURE PARTNERS X GmbH & CO.
BETEILIGUNGS KG	 	 
	 
	 	 	 	 	 	 
	 	 	By: Institutional Venture Management X, LLC	 	 
	 	 	Its: Managing Limited Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Todd Chaffee	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Managing Director	 	 






[Signature Page to Amendment, Waiver and Termination Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	J.P. MORGAN PARTNERS (BHCA), L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael H. Hannon	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael H. Hannon	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	JP MORGAN PARTNERS (SBIC), LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CCMP Capital Advisors, LLC

As Attorney in Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael H. Hannon	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael H. Hannon	 	 
	 

	 	 	 	Its: Managing Director	 	 






[Signature Page to Amendment, Waiver and Termination Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	FLATIRON ASSOCIATES II, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Flatiron Partners, LLC	 	 
	 	 	Its: Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Fred Wilson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Managing Partner	 	 
	 
	 	 	 	 	 	 
	 	 	THE FLATIRON FUNDS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Fred Wilson	 	 
	 

	 	 	 	 	 	 
	 	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	FLATIRON ASSOCIATES, LLC	 	 
	 	 	By: Flatiron Partners, LLC	 	 
	 	 	Its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Fred Wilson	 	 
	 

	 	 	 	 	 	 
	 	 	Managing Partner	 	 






[Signature Page to Amendment, Waiver and Termination Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS VENTURE CAPITAL PARTNERS I, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	LB I Group Inc., as General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James A. Hinson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James A. Hinson	 	 
	 

	 	 	 	Its: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS VENTURE PARTNERS L.P.	 	 
	 
	 

	 	By:
	 	Lehman Brothers Venture G.P. Partnership
L.P., as General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Lehman Brothers Venture Associates Inc.,
as General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James A. Hinson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: James A. Hinson	 	 
	 

	 	 	 	Its: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	LB I GROUP INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James A. Hinson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	By: James A. Hinson	 	 
	 

	 	 	 	Its: Vice President	 	 






[Signature Page to Amendment, Waiver and Termination Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	TOPSPIN PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Topspin Management, LLC	 	 
	 

	 	By:
	 	LG Capital Appreciation, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Leo Guthart	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Leo Guthart	 	 
	 

	 	 	 	Member, LG Capital Appreciation, LLC	 	 
	 
	 	 	 	 	 	 
	 	 	TOPSPIN ASSOCIATES, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Topspin Management, LLC	 	 
	 

	 	By:
	 	LG Capital Appreciation, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Leo Guthart	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Leo Guthart	 	 
	 

	 	 	 	Member, LG Capital Appreciation, LLC	 	 






[Signature Page to Amendment, Waiver and Termination Agreement]




 









 








	 	 	 
	 
	 	/s/ Magid Abraham
	 

	 	 
	 

	 	Magid Abraham
	 
	 	 
	 
	 	 
	 
	 	/s/ Gian Fulgoni
	 

	 	 
	 

	 	Gian Fulgoni






[Signature Page to Amendment, Waiver and Termination Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	vSPRING SBIC, L.P., a Delaware limited
partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	vSpring SBIC Management, L.L.C., a
Delaware limited liability company,
its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Scott Petty	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Petty, Managing Member	 	 






[Signature Page to Amendment, Waiver and Termination Agreement]