Exhibit 4.4
THIRD ADDENDUM to the SECOND RESTATED RIGHTS AGREEMENT
This Third Addendum ("Third Addendum") to the Second Restated Rights Agreement
dated September 22, 1999 executed by and between NetRatings, Inc., a Delaware
corporation (the "Company"), and the Investors, as defined within said agreement
(the "Agreement"), as amended in the First Addendum to the Second Restated
Rights Agreement dated as of September 22, 1999 (the "First Addendum") and in
the Second Addendum to the Second Restated Rights Agreement dated as of May 6,
2002 (the "Second Addendum," and, with the First Addendum, the "Prior
Addendums") is made effective as of August 5, 2002 (the "Amendment Effective
Date").
Whereas the Company is entering in that certain Stock Purchase Agreement
effective as of the Amendment Effective Date (the "Stock Purchase Agreement"),
whereby the Company shall acquire a majority interest in, and thereafter
commence a tender offer to purchase all of the outstanding capital stock of,
NetValue, S.A., a French corporation ("NetValue");
Whereas as a condition of the Stock Purchase Agreement, shareholders of NetValue
are to be granted certain rights requiring the Company to register shares of the
Company's Common Stock issued to the shareholders of NetValue on a registration
statement to be filed with the United States Securities and Exchange Commission
under a registration rights agreement by and among the Company and certain
shareholders of NetValue effective as the Amendment Effective Date and in
substantially the form as attached hereto as Exhibit A (the "Registration Rights
Agreement");
Whereas ▇▇▇▇▇▇▇ Media Research, Inc., a Delaware corporation, and ACNielsen,
Inc., a Delaware corporation, collectively are holders of a majority of the
outstanding shares of Registrable Securities;
Whereas, Section 3.7 of the Agreement permits any provision of the Agreement to
be amended with the written consent of the holders of at least a majority of the
outstanding shares of Registrable Securities; and
Whereas the parties desire to amend Section 1.8 of the Agreement.
NOW, THEREFORE, in consideration of the mutual understandings and promises
set forth above and below in this Third Addendum, the Company and the Investors
hereby amend the Agreement, as amended by the Prior Addendums thereto, as
follows:
1. Defined Terms. Each term used but not defined in this Third Addendum
shall have the meaning given in the Agreement.
2. Amendment. Section 1.8 of the Agreement is hereby amended and restated
in its entirety as follows:
"1.8 Limitations on Subsequent Registration Rights.
(a) From and after the date of this Agreement, the Company shall not
enter into any agreement granting any holder or prospective holder of any
securities of the Company registration rights with respect to such securities
without the prior written consent of a majority of the Registrable Securities
then outstanding (on a Common Stock equivalent basis) unless (1) such new
registration rights, including standoff obligations, are on a PARI PASSU basis
with those rights of the Holders hereunder, or (2) such new registration rights,
including standoff obligations, are subordinate to the registration rights
granted the Holders hereunder, provided that the inclusion of such holder's
securities shall not reduce the amount
of Registrable Securities which are included in any registration for which the
Holders hold registration rights pursuant to this Agreement.
(b) Notwithstanding the foregoing, the Company is hereby authorized to
enter into that certain Registration Rights Agreement dated May 6, 2002 (the
"DoubleClick Registration Rights Agreement"), by and between the Company and
DoubleClick Inc., a Delaware corporation ("DoubleClick"), and, provided further,
that without the written consent of DoubleClick (on the one hand) and the
holders of a majority of the outstanding shares of Registrable Securities (on
the other hand), no Registrable Securities shall be eligible for registration
under any registration statement filed by the Company in fulfillment of its
obligations under such DoubleClick Registration Rights Agreement.
(c) Notwithstanding the foregoing, the Company is hereby authorized to
enter into that certain Registration Rights Agreement dated August 5, 2002 (the
"NetValue Registration Rights Agreement"), by and between the Company and
certain shareholders of NetValue, S.A., a French company (the "NetValue
Shareholders"), and, provided further, that without the written consent of
holders of a majority of the shares of the Company's common stock then held by
the NetValue Shareholders (on the one hand) and the holders of a majority of the
outstanding shares of Registrable Securities (on the other hand), no Registrable
Securities shall be eligible for registration under any registration statement
filed by the Company in fulfillment of its obligations under such NetValue
Registration Rights Agreement."
3. Full Force. Except as expressly set forth above, the Agreement shall
remain in full force and effect as written.
This Third Addendum of the Agreement has been executed in duplicate by the
authorized representatives of the parties.
NETRATINGS, INC. ▇▇▇▇▇▇▇ MEDIA RESEARCH, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
---------------------------------- ----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
-------------------------------- --------------------------------
Title: General Counsel Title: Senior Vice President,
------------------------------- General Counsel
-------------------------------
ACNIELSEN, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Title: Vice President
-------------------------------
EXHIBIT A
---------
Registration Rights Agreement By and Between the Company and Certain
Shareholders of NetValue, S.A.