Exhibit 4.3
SECOND ADDENDUM to the SECOND RESTATED RIGHTS AGREEMENT
This Second Addendum ("Second Addendum") to the Second Restated Rights Agreement
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dated September 22, 1999 executed by and between NetRatings, Inc., a Delaware
corporation (the "Company"), and the Investors, as defined within said agreement
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(the "Agreement"), as amended in the First Addendum to the Second Restated
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Rights Agreement dated as of September 22, 1999 (the "First Addendum"), is made
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effective as of May 6, 2002 (the "Amendment Effective Date").
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Whereas the Company is entering in that certain Asset Purchase Agreement
effective as of the Amendment Effective Date (the "Asset Purchase Agreement"),
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whereby the Company shall purchase certain of the assets of DoubleClick Inc., a
Delaware corporation ("DoubleClick");
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Whereas as a condition of the Asset Purchase Agreement, DoubleClick is to be
granted certain rights requiring the Company to register shares of the Company's
Common Stock issued to DoubleClick on a registration statement to be filed with
the United States Securities and Exchange Commission under a registration rights
agreement by and between the Company and DoubleClick effective as the Amendment
Effective Date and in substantially the form as attached hereto as Exhibit A
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(the "Registration Rights Agreement");
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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 Second Addendum, the Company and the Investors
hereby amend the Agreement, as amended by the First Addendum thereto, as
follows:
1. Defined Terms. Each term used but not defined in this Second Addendum
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shall have the meaning given in the Agreement.
2. Amendment. Section 1.8 of the Agreement is hereby amended and restated
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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
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DoubleClick Inc., a Delaware corporation ("DoubleClick"), and, provided further,
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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.
3. Full Force. Except as expressly set forth above, the Agreement shall
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remain in full force and effect as written.
This Second 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: President and Chief Executive Officer Title: Senior Vice President
ACNIELSEN, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President and General Counsel