COMMON STOCK PURCHASE
WARRANT
THIS WARRANT
AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO
THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE,
OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE
STATE SECURITIES LAWS UNLESS SOLD PURSUANT TO RULE 144 OF THE
ACT.
WARRANT TO PURCHASE SHARES OF
COMMON STOCK
For value
received, Kenneth Leiner (the “ Holder ”) is
entitled to subscribe for and purchase up to 20,100 shares (as
adjusted pursuant to Section 3 hereof) of the Common Stock
(the “ Common Stock ”), $0.001 par value (the
“ Shares ”), of comScore Networks, inc., a
Delaware corporation (the " Company ”), at the price
of $2.50 per share (the “ Exercise Price ”) (as
adjusted pursuant to Section 3 hereof), subject to the provisions
and upon the terms and conditions hereinafter set forth.
1.
Exercise and Payment .
1.1
Exercise . The purchase rights represented by this Warrant
may be exercised by the Holder, in whole or in part, by the
surrender of a duly executed exercise notice in the form attached
hereto as Exhibit A at the principal office of the
Company, and by the payment to the Company, by check or wire
transfer, of an amount equal to the aggregate Exercise Price of the
shares being purchased.
1.2
Stock Certificate . In the event of the exercise of this
Warrant, a certificate for the shares of Common Stock so purchased
shall be delivered to the Holder within a reasonable time, which
shall in no event be later than thirty (30) days
thereafter.
2. Stock
Fully Paid; Reservation of Shares . All of the Shares issuable
upon the exercise of this Warrant will, upon issuance and receipt
of the Exercise Price therefor, be fully paid and nonassessable.
During the period within which this Warrant may be exercised, the
Company shall at all times have authorized and reserved for
issuance sufficient shares of its Common Stock to provide for the
exercise of this Warrant.
3.
Adjustment of Exercise Price and Number of Shares . Subject
to Section 9 hereof, the number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise
Price
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therefor shall
be subject to adjustment from time to time upon the occurrence of
certain events, as follows:
3.1
Reclassification, Consolidation or Merger . In case of any
reclassification or change of the Common Stock (other than a change
in par value, or as a result of a subdivision or combination), or
in case of any Merger Event (as defined herein), the Company or the
successor corporation, as the case may be, shall execute a new
warrant, providing that the Holder shall have the right to exercise
such new warrant, and procure upon such exercise and payment of the
same aggregate Exercise Price, in lieu of the shares of Common
Stock theretofore issuable upon exercise of this Warrant, the kind
and amount of shares of stock, other securities, money and property
receivable upon such reclassification, change, or Merger Event by a
holder of an equivalent number of shares of Common Stock. Such new
warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in
this Section 3.
3.2
Stock Splits, Dividends and Combinations . In the event that
the Company shall at any time subdivide the outstanding shares of
Common Stock, or shall issue a stock dividend on its outstanding
shares of Common Stock, the number of Shares issuable upon exercise
of this Warrant immediately prior to such subdivision or to the
issuance of such stock dividend shall be proportionately increased
and the Exercise Price shall be proportionately decreased so that
the Holder of the Warrant after such time shall be entitled to
receive the number of shares of Common Stock which such Holder
would have owned or been entitled to receive had such Warrant been
exercised immediately prior to such event, and in the event that
the Company shall at any time combine the outstanding shares of
Common Stock, the number of Shares issuable upon exercise of this
Warrant immediately prior to such combination shall be
proportionately decreased and the Exercise Price shall be
proportionately increased so that the Holder of the Warrant after
such time shall be entitled to receive the number of shares of
Common Stock which such Holder would have owned or been entitled to
receive had such Warrant been exercised prior to such event, in
either case effective at the close of business on the date of such
subdivision, stock dividend or combination, as the case may
be.
4. Notice
of Adjustments . In the event that: (i) the Company shall
declare any dividend or distribution upon its Common Stock, whether
in cash, property, stock or other securities; (ii) the Company
shall offer for subscription pro rata to the holders of its Common
Stock any additional shares of stock of any class or other rights;
(iii) there shall be any merger or consolidation of the
Company with or into a third party pursuant to which the
Company’s stockholders prior to the transaction own less than
fifty percent (50%) of the surviving entity or the sale of all or
substantially all of the assets of the Company (a “ Merger
Event ”); or (iv) there shall be any voluntary or
involuntary dissolution, liquidation or winding up of the Company;
then, in connection with each such event, the Company shall send to
the Holder:
(a) At
least ten (10) 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 Common Stock shall be entitled
thereto) or for determining rights to vote in respect of such
Merger Event, dissolution, liquidation or winding up;
and
(b) In
the case of any such Merger Event, dissolution, liquidation or
winding up, at least ten (10) days prior written notice of the
date when the same shall take place (and specifying the
date
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on which the
holders of Common Stock shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such Merger
Event, dissolution, liquidation or winding up).
Each such written
notice shall set forth, in reasonable detail, (i) the event
requiring th
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