STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • February 20th, 2015 • WPP PLC • Services-advertising agencies • New York
This Strategic Alliance Agreement (this “Agreement”) is entered into this 11th day of February, 2015, by and between comScore, Inc., a Delaware corporation with principal offices at 11950 Democracy Drive, Suite 600, Reston, Virginia 20190 (“comScore”), on behalf of itself and its Affiliates, and WPP Group USA, Inc., a Delaware corporation with principal offices at 100 Park Avenue, New York, New York 10017 (“WPP”), on behalf of itself and its Affiliates, including The Kantar Group (“Kantar Group”). comScore and WPP are each a “Party,” and, collectively, the “Parties”.
COMSCORE, INC. STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • February 20th, 2015 • WPP PLC • Services-advertising agencies • Delaware
This Stockholders Rights Agreement (this “Agreement”) is dated as of February 11, 2015, and is among comScore, Inc., a Delaware corporation (the “Company”), WPP Group USA, Inc., a Delaware corporation (the “Parent Stockholder”), and Cavendish Square Holding B.V., a private limited liability company incorporated in The Netherlands (“Subsidiary Stockholder”, and collectively with the Parent Stockholder, the “Stockholders” and each a “Stockholder”).
AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • February 20th, 2015 • WPP PLC • Services-advertising agencies • New York
THIS AGREEMENT is dated 30 November 2011 (as amended and restated on the 2012 Scheme Effective Date and further amended and restated on the 2013 Amendment Effective Date and on the Effective Date),
STOCK PURCHASE AGREEMENT by and among Cavendish Square Holding B.V. as Seller, WPP Group USA, Inc. as Seller Parent, CS Worldnet Holding B.V. as Buyer and comScore. Inc. as Buyer Parent dated as of February 11, 2015Stock Purchase Agreement • February 20th, 2015 • WPP PLC • Services-advertising agencies • New York
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made as of February 11, 2015 by and among Cavendish Square Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Seller”), WPP Group USA, Inc., a Delaware corporation (“Seller Parent”), CS Worldnet Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Buyer”) and comScore, Inc., a Delaware corporation (“Buyer Parent”). Seller, Seller Parent, Buyer and Buyer Parent are referred to herein individually as a “Party” and together as the “Parties”).
DATED [—], 2015 [NAME OF TRANSFERRING COMPANY] and [NAME OF TRANSFEROR] BUSINESS SALE AND PURCHASE AGREEMENTBusiness Sale and Purchase Agreement • February 20th, 2015 • WPP PLC • Services-advertising agencies
COMSCORE, INC. VOTING AGREEMENTVoting Agreement • February 20th, 2015 • WPP PLC • Services-advertising agencies • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of February 11, 2015 by and among comScore, Inc., a Delaware corporation (the “Company”), WPP Group USA, Inc., a Delaware corporation (the “Parent Stockholder”), and Cavendish Square Holding B.V., a private limited liability company incorporated in The Netherlands (“Subsidiary Stockholder” and collectively with the Parent Stockholder, the “Stockholders”). Capitalized terms contained and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement (defined below).
May 6, 2014 Sir Martin Sorrell WPP PlcWPP PLC • February 20th, 2015 • Services-advertising agencies • Delaware
