Exhibit 99.3
THIS AGREEMENT ("Agreement"), dated as of October 25, 2001, is by and
between Jupiter Media Metrix, Inc., a Delaware corporation (the "Company") and
▇▇▇ ▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇").
WHEREAS, the Company and ▇▇. ▇▇▇▇▇▇▇ have entered into a Commitment
Letter, dated July 30, 2001 (the "Commitment Letter"), pursuant to which, among
other things, ▇▇. ▇▇▇▇▇▇▇ committed to provide the Company a $25,000,000 letter
of credit which would provide the Company credit support if it decided to obtain
third party debt financing; and
WHEREAS, the parties hereto wish to terminate their respective obligations
under the Commitment Letter; and
WHEREAS, ▇▇. ▇▇▇▇▇▇▇ wishes to relinquish his registration rights with
respect to 125,000 shares of the Company's Common Stock underlying warrants
issued in connection with the Commitment Letter.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Termination of the Commitment Letter. The Company and ▇▇. ▇▇▇▇▇▇▇
hereby agree that the respective obligations of the parties pursuant to the
Commitment Letter have been fully performed and completed and the Commitment
Letter is hereby terminated.
2. Termination of Registration Rights. ▇▇. ▇▇▇▇▇▇▇ hereby agrees
that all rights and obligations of the Company with respect to registration
rights for 125,000 shares of the Company's Common Stock underlying warrants
issued in connection with the Commitment Letter shall be null and void.
3. Successors. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.
4. Governing Law. This Agreement shall be construed and enforced in
accordance with the applicable laws of the State of New York.
5. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
JUPITER MEDIA METRIX, INC.
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President and General Counsel
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▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇▇▇
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