comScore, Inc. 11465 Sunset Hills Road, Suite 200 Reston, Virginia 20190 May 25, 2007

EX-10.21 8 x30988a3exv10w21.htm EXHIBIT 10.21 exv10w21
 

Exhibit 10.21
comScore, Inc.
11465 Sunset Hills Road, Suite 200
Reston, Virginia 20190
May 25, 2007
Citadel Equity Fund Ltd.
131 South Dearborn
37th Floor
Chicago, IL 60603
Fax: (312)  ###-###-####
         
 
  Re:   Termination of Board Observer Right
Dear Sir or Madam:
     Pursuant to Section 6 of that certain Fourth Amended and Restated Investor Rights Agreement, dated as of August 1, 2003 (the “Investor Rights Agreement”), by and among the comScore Networks, Inc. (now comScore, Inc.) (the “Company”), the Purchasers and the Founders (as such terms are defined therein), Citadel Equity Fund Ltd. or its affiliates (“Citadel”) 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”).
     In light of the fact that Citadel sold all of its capital stock of the Company on November 27, 2006, comScore would like to clarify that Citadel no longer holds Board Observer Rights. Accordingly, by executing this letter agreement, Citadel agrees that the Board Observer Rights are terminated and that the Investor Rights Agreement shall be amended such that the Board Observer Rights that Citadel may still hold are deleted from the Investor Rights Agreement and shall have no further force and effect.
[Signature Page Follows]

 

 

     Please acknowledge Citadel’s agreement to the foregoing by executing this letter agreement in the space provided below and returning the same to my attention. Please do not hesitate to contact me at (703)  ###-###-#### with any questions.
         
  Sincerely,

COMSCORE, INC.,
a Delaware corporation
 		  
  By:   /s/ Christiana Lin    
    Name:   Christiana Lin   
    Title:   General Counsel   
 
         
ACCEPTED AND AGREED:    
 
        
CITADEL EQUITY FUND LTD.    
 
        
By:
  Citadel Limited Partnership, Portfolio Manager    
By:
  GLB Partners, L.P., its General Partner    
By:
  Citadel Investment Group, L.L.C., its General Partner    
 
        
By:
  /s/ Matthew Hinerfeld    
 
       
Name: Matthew Hinerfeld    
Title:   Managing Director and Deputy General
            Counsel