Exhibit 10.1

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SUBJECT TO FED. R. EVID. 408

PATENT PURCHASE, LICENSE AND SETTLEMENT AGREEMENT

THIS PATENT PURCHASE, LICENSE AND SETTLEMENT AGREEMENT (“ Agreement ”), is entered into and effective on this 20th day of December, 2011 (“ Effective Date ”), by and among The Nielsen Company (US) LLC, a Delaware limited liability company having a business address at 770 Broadway, New York, NY 10003 (“ Nielsen US ”), and NetRatings LLC, a Delaware limited liability company having a business address at 770 Broadway, New York, NY 10003 (“ NetRatings ”, collectively with Nielsen US, “ Nielsen ”), on the one hand, and comScore, Inc., a Delaware corporation having a business address at 11950 Democracy Drive, Suite 600, Reston, VA 20190 (“ comScore ”), on the other hand. Nielsen US, NetRatings and comScore may be referred to herein individually as “ Party ” and collectively as the “ Parties .”

RECITALS

A. Nielsen US commenced a civil action against comScore in the United States District Court for the Eastern District of Virginia, Norfolk Division, bearing docket number 2:11-cv-00168-MSD/TRJ (the “ Norfolk Action ”), in which Nielsen US asserted infringement of United States Patent Nos. 6,115,680; 6,418,470; 7,376,722; 7,386,473; and 7,613,635;

B. comScore denies the claims asserted by Nielsen US in the Norfolk Action;

C. comScore asserted counterclaims of infringement of United States Patent Nos. 7,849,154 and 7,685,275 in the Norfolk Action;

D. Nielsen US denies the counterclaims asserted by comScore in the Norfolk Action;

E. comScore commenced a civil action against Nielsen in the United States District Court for the Eastern District of Virginia, Alexandria Division, bearing docket number 1:11-cv-00290-LMB-TRJ (the “ Alexandria Action ”), in which comScore asserted infringement of United States Patent Nos. 7,260,837 and 7,930,285;

F. Nielsen denies the claims asserted by comScore in the Alexandria Action;

G. Nielsen US and comScore are concurrently entering into that certain Purchase Agreement, by and between the Nielsen US and comScore of even date herewith (the “ Stock Purchase Agreement ”), and that certain Voting Agreement, by and between Nielsen US and comScore of even date herewith (the “ Voting Agreement ”), pursuant to which (i) comScore shall issue and sell to Nielsen US, and Nielsen US shall purchase from comScore, certain shares of Common Stock of comScore, and (ii) the parties thereto will agree to certain terms relating to the voting of such shares; and

H. The Parties desire to settle and compromise disputes, controversies, claims and actions between and among them as set forth in this Agreement without the need for further or future litigation, and to enter into the transactions contemplated by this Agreement, the Stock Purchase Agreement and the Voting Agreement on the terms and conditions provided in this Agreement and in the Stock Purchase Agreement and Voting Agreement.

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NOW, THEREFORE, in consideration of the foregoing Recitals and the promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms . Capitalized terms used in this Agreement shall have the meaning set forth in the Recitals or elsewhere in this Agreement or as set forth below in this Section 1.1:

(a) “ Acquired Patents ” means:

i. United States Patent Nos. 6,115,680; 6,418,470; 7,376,722; 7,386,473; and 7,613,635 and the patent applications from which the foregoing patents issued or claim priority to;

ii. any and all patents that have issued or may issue from any of the patents and patent applications described in (i);

iii. any and all patents (including all utility models, industrial designs, inventors certificates, petty patents, patents of importation, patents of addition, and other indicia of ownership of an invention or discovery issued by any governmental authority anywhere in the world) and patent applications anywhere in the world that, in whole or in part, claim priority to the benefit of the filing date of, or are entitled to claim the benefit of any of the patents or patent applications described in (i) or (ii), including any and all child, continuation, continuation-in-part, continuing prosecution, divisional, provisional, non-provisional, reissue, reexamination, substitution, extension and counterpart patents and patent applications of any of the patents or patent applications described in (i) or (ii);

iv. any and all patents (including all utility models, industrial designs, inventors certificates, petty patents, patents of importation, patents of addition, and other indicia of ownership of an invention or discovery issued by any governmental authority anywhere in the world) and patent applications, anywhere in the world, from which any of the patents or patent applications described in (i), (ii), or (iii), in whole or in part, claim the benefit of priority or otherwise or are entitled to claim the benefit of the filing date, either directly or through multiple tiers, including any and all direct and indirect parent patents or patent applications of any of the patents or patent applications described in (i), (ii), or (iii); and

v. any and all extensions, reexaminations, patents resulting from post-grant proceedings anywhere in the world, including but not limited to oppositions, inter partes review and post-grant review, reissues, or renewals of any of the patents or patent applications described in (i) through (iv) inclusive.

The Acquired Patents include, but are not necessarily limited to, those listed on Exhibit A to this Agreement.

(b) “ Affiliate ” means with respect to a Party, any other Person that controls, is controlled by or is under common control with such Party. For purposes of this definition,

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“control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) shall mean the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such a Party or Person, and control shall be presumed to exist by the ownership or control by contract of fifty percent (50%) or more of the voting securities of such entity or of the corporate governance body of such Party or Person.

(c) “ Alexandria Action ” has the meaning set forth in the Recitals.

(d) “ Claims ” means all claims, counterclaims, demands, causes of action, damages, liabilities, losses, expenses or obligations of any kind and of whatever nature or character, whether in law or equity, or whether accrued, actual, contingent, latent or otherwise, made or brought for the purpose of recovering any damages or for the purpose of obtaining any equitable relief or any other relief of any kind.

(e) “ comScore Claims ” has the meaning set forth in Section 4.1.

(f) “ Covenant Period ” has the meaning set forth in Section 4.3.

(g) “ Covenanting Party ” has the meaning set forth in Section 4.3.

(h) “ Divested Asset ” has the meaning set forth in Section 5.6.

(i) “ Licensed Patents ” means:

i. United States Patent Nos. 7,260,837; 7,685,275; 7,849,154; and 7,930,285 and the patent applications from which the foregoing patents issued or claim priority to;

ii. any and all patents that have issued or may issue from any of the patents and patent applications described in (i);

iii. any and all patents (including all utility models, industrial designs, inventors certificates, petty patents, patents of importation, patents of addition, and other indicia of ownership of an invention or discovery issued by any governmental authority anywhere in the world) and patent applications anywhere in the world that, in whole or in part, claim priority to, the benefit of the filing date of, or are entitled to claim the benefit of any of the patents or patent applications described in (i) or (ii), including any and all child, continuation, continuation-in-part, continuing prosecution, divisional, provisional, non-provisional, reissue, reexamination, substitution, extension and counterpart patents and patent applications of any of the patents or patent applications described in (i) or (ii);

iv. any and all patents (including all utility models, industrial designs, inventors certificates, petty patents, patents of importation, patents of addition, and other indicia of ownership of an invention or discovery issued by any governmental authority anywhere in the world) and patent applications, anywhere in the world, from which any of the patents or patent applications described in (i), (ii), or (iii), in whole or in part, claim the benefit of priority or otherwise or are entitled to claim the benefit of the filing date, either directly or through multiple tiers, including any and all direct and indirect parent patents or patent applications of any of the patents or patent applications described in (i), (ii), or (iii); and

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v. any and all extensions, reexaminations, patents resulting from post-grant proceedings anywhere in the world, including but not limited to oppositions, inter partes review and post-grant review, reissues, or renewals of any of the patents or patent applications described in (i) through (iv) inclusive.

The Licensed Patents include, but are not necessarily limited to, those listed on Exhibit B to this Agreement.

(j) “ Nielsen Claims ” has the meaning set forth in Section 4.2.

(k) “ Nielsen Licensed Product ” means any product (hardware and/or software), service, device, system, process, method, article of manufacture, apparatus or combination of one or more of the foregoing, the manufacture, use, sale, offer for sale or import of which would, but for the rights granted under this Agreement to Nielsen and its Affiliates, directly infringe or constitute contributory infringement or active inducement of infringement of any claim(s) of an Acquired Patent or a Licensed Patent.

(1) “ Norfolk Action ” has the meaning set forth in the Recitals.

(m) “ Person ” means a trust, corporation, partnership, joint venture, limited liability company or other legal entity.

(n) “ Preexisting Licenses ” has the meaning set forth in Section 5.7.

(o) “ Red Sheriff Patents ” means:

i. United States Patent Nos. 5,796,952; 6,138,155; 6,643,696; 6,763,386; and 7,406,516 and the patent applications from which the foregoing patents issued or claim priority to;

ii. any and all patents that have issued or may issue from any of the patents and patent applications described in (i);

iii. any and all patents (including all utility models, industrial designs, inventors certificates, petty patents, patents of importation, patents of addition, and other indicia of ownership of an invention or discovery issued by any governmental authority anywhere in the world) and patent applications anywhere in the world that, in whole or in part, claim priority to, the benefit of the filing date of, or are entitled to claim the benefit of any of the patents or patent applications described in (i) or (ii), including any and all child, continuation, continuation-in-part, continuing prosecution, divisional, provisional, non-provisional, reissue, reexamination, substitution, extension and counterpart patents and patent applications of any of the patents or patent applications described in (i) or (ii);

iv. any and all patents (including all utility models, industrial designs, inventors certificates, petty patents, patents of importation, patents of addition, and other indicia

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of ownership of an invention or discovery issued by any governmental authority anywhere in the world) and patent applications, anywhere in the world, from which any of the patents or patent applications described in (i), (ii), or (iii), in whole or in part, claim the benefit of priority or otherwise or are entitled to claim the benefit of the filing date, either directly or through multiple tiers, including any and all direct and indirect parent patents or patent applications of any of the patents or patent applications described in (i), (ii), or (iii); and

v. any and all extensions, reexaminations, patents resulting from post-grant proceedings anywhere in the world, including but not limited to oppositions, inter partes review and post-grant review, reissues, or renewals of any of the patents or patent applications described in (i) through (iv) inclusive.

(p) “ Running Royalty ” has the meaning set forth in Section 5.7.

(q) “ Third Party ” shall mean any Person who or which is neither a Party nor an Affiliate of a Party.

(r) “ Transfer ” means any assignment, conveyance, sale, transfer, exchange, assignment, gift, lien, encumbrance or other disposition.

(s) “ Transition Period ” has the meaning set forth in Section 5.4.

ARTICLE II

DISMISSAL OF ACTIONS

2.1 Dismissal of Pending Litigation and Related Obligations .

(a) On the Effective Date, each Party shall execute and deliver to the other Parties this Agreement.

(b) On the Effective Date, each Party shall execute, or cause their respective counsel to execute, and deliver to the other Parties the Stipulations in the forms attached as Exhibit C and Exhibit D .

(c) On the Effective Date, each of Nielsen US and comScore shall execute and deliver to the other the Stock Purchase Agreement in the form attached as Exhibit E , the Voting Agreement in the form attached as Exhibit F and the Patent Assignment in the form attached as Exhibit G .

(d) Within three (3) business days after the Effective Date, comScore shall cause its counsel to file the Stipulation of Dismissal for the Alexandria Action ( Exhibit C ) with the United States District Court for the Eastern District of Virginia, Alexandria Division.

(e) Within three (3) business days after the Effective Date, Nielsen shall cause its counsel to file the Stipulation of Dismissal for the Norfolk Action Exhibit D with the United States District Court for the Eastern District of Virginia, Norfolk Division.

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2.2 No Admission of Liability . This Agreement sets forth a compromise and settlement of disputed claims for the purpose of avoiding the costs, disruptions, and uncertainties associated with further litigation. Such compromise and settlement does not constitute a ruling on the merits, an admission as to any issue of fact or principle at law or an admission of liability of any Party. Without limitation of the foregoing, the Parties acknowledge that nothing in this Agreement, the Stock Purchase Agreement or the Voting Agreement is intended to constitute an admission or concession of liability regarding any of the comScore Claims or Nielsen Claims.

ARTICLE III

PAYMENT AND COSTS

3.1 Payment in the Form of Securities . As consideration for all sale of the Acquired Patents and the other promises, covenants and agreements in this Agreement, and subject to the terms and conditions of this Agreement, the Stock Purchase Agreement and the Voting Agreement, comScore shall pay, and Nielsen US shall accept, the shares of the Common Stock of comScore specified in the Stock Purchase Agreement.

3.2 Taxes . Unless otherwise provided in the Stock Purchase Agreement, all taxes shall be the financial responsibility of the Party obligated to pay such taxes as determined by the applicable law and no Party shall be liable for any taxes of any other Party incurred in connection with amounts paid under this Agreement.

3.3 Costs . Except as otherwise expressly provided herein, each Party shall bear its own costs, expenses, and attorneys’ fees incurred in connection with (a) the Alexandria Action, (b) the Norfolk Action, (c) the negotiation, execution and delivery of this Agreement, its Exhibits and any stipulations, assignments and instruments attached hereto, and (d) the transactions and the follow-on activities contemplated by and reasonably necessary to implement this Agreement.

ARTICLE IV

RELEASE OF PATENT CLAIMS; COVENANTS NOT TO SUE

4.1 Release by comScore . comScore, on behalf of comScore, its Affiliates, and the predecessors, successors and assigns of comScore and its Affiliates (collectively, the “ comScore Releasing Parties ”), releases and forever discharges Nielsen US and NetRatings, their respective Affiliates, and each of their respective representatives, shareholders, members, trustees, officers, directors, managers, employees, agents, attorneys, partners, divisions, predecessors, successors and permitted assigns (collectively, the “ Nielsen Released Parties ”) from (a) any and all Claims that comScore made, asserted or brought in the Alexandria Action; (b) any and all Claims that comScore made, asserted or brought in the Norfolk Action; and (c) any and all Claims related to the Licensed Patents for activities conducted before the Effective Date (all of the foregoing in clauses (a), (b), and (c), collectively, the “ comScore Claims ”); provided, however, that the release in this Section 4.1 is personal to Nielsen US, NetRatings and each of the other Nielsen Released Parties and is not intended to benefit any unnamed Third Party in any way.

4.2 Release by Nielsen US and NetRatings . Nielsen US and NetRatings, on behalf of Nielsen US and NetRatings, and their respective Affiliates, and the predecessors, successors and permitted assigns of Nielsen US, NetRatings and their respective Affiliates (collectively, the

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“ Nielsen Releasing Parties ”), releases and forever discharges comScore, its Affiliates, and each of its representatives, shareholders, members, trustees, officers, directors, managers, employees, agents, attorneys, partners, divisions, predecessors, successors and permitted assigns (collectively, the “ comScore Released Parties ”) from (a) any and all Claims that Nielsen US or NetRatings made, asserted or brought in the Alexandria Action; (b) any and all Claims that Nielsen US and NetRatings made, asserted or brought in the Norfolk Action; and (c) any and all Claims related to the Assigned Patents and/or Red Sheriff Patents for activities conducted before the Effective Date (all of the foregoing in clauses (a), (b) and (c), collectively, the “ Nielsen Claims ”); provided, however, that the release in this Section 4.2 is personal to comScore and each of the other comScore Released Parties and is not intended to benefit any unnamed Third Party in any way.

4.3 Covenants Not to Sue . Subject to the terms of this Agreement, (i) for a period beginning on the Effective Date and ending three (3) years thereafter (“ Covenant Period ”), each Party (“ Covenanting Party ”), on behalf of itself and its Affiliates and their respective successors and assigns, hereby covenants not to sue any other Party or its Affiliates for direct or indirect infringement, contributory infringement or active inducement of infringement of any patent owned by, or licensed to, the Covenanting Party or its Affiliates (whether such patent is now owned or licensed by the Covenanting Party or hereafter owned or licensed by the Covenanting Party), based on any of such other Party’s or its Affiliates’ efforts to make, use, lease, sell, offer to sell, import, export, or otherwise transfer any product (hardware and/or software), service, device, system, process, method, article of manufacture, apparatus or combination of one or more of the foregoing, anywhere in the world, and (ii) each Covenanting Party, on behalf of itself and its Affiliates and their respective successors and assigns, hereby waives the right to recover damages and all other remedies for any such direct or indirect infringement, contributory infringement or active inducement of infringement accruing during the Covenant Period.

4.4 Covenants Follow the Patents . No Party shall Transfer any patents that are subject to the covenant not to sue in Section 4.3 unless such Transfer is expressly subject to such covenant for the term of the Covenant Period then-remaining as of the date of the Transfer. Damages, if any, that would otherwise accrue during the Covenant Period shall not accrue against a Party, its Affiliates or their respective successors and assigns during the Covenant Period and are hereby released and discharged, subject to the other terms and provisions of this Agreement. The covenants not to sue granted to an Affiliate of Party in Section 4.3 shall (a) apply automatically and commence without notice on the date such Affiliate becomes an Affiliate of such Party during the Covenant Period; and (b) terminate automatically and without notice on the earlier of (i) the date such Affiliate ceases to be an Affiliate of such Party, or (ii) the date of expiration of the Covenant Period. The release and discharge of damages in this Section 4.4 shall apply to an Affiliate only as of the date that Affiliate becomes an Affiliate of such Party and expires on such date the Affiliate ceases to be an Affiliate of such Party.

4.5 Unknown Claims . Each Party has been advised by legal counsel and is familiar with the provision of Section 1542 of the California Civil Code, which is set forth below. Nielsen knowingly waives any rights it may have under Section 1542, and under any similar provision of any other state or federal law, including at common law with respect to the Nielsen Claims identified in Section 4.2(c), and comScore knowingly waives any rights it may have under Section 1542, and under any similar provision of any other state or federal law, including at common law with respect to the comScore Claims identified in Section 4.1(c).

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“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

ARTICLE V

PATENT PURCHASE AND LICENSES

5.1 Assignment of Acquired Patents and Reservation of License . Effective as of the Effective Date and subject to the other terms and conditions of this Agreement and rights reserved herein by Nielsen, Nielsen US hereby sells, transfers, conveys and assigns to comScore all right, title and interest throughout the world in and to the Acquired Patents, and comScore hereby purchases the Acquired Patents and accepts such assignment from Nielsen US subject to the other terms and conditions of this Agreement and the rights and license reserved herein by Nielsen US. Without limitation of and subject to the foregoing, the rights acquired by comScore include the following:

(a) all rights to make applications for patents or other forms of protection for the Acquired Patents throughout the world and to apply throughout the world for certificates of invention, utility models, industrial design protections, design patent protections, or other governmental grants or issuances of any type related to any of the patents, patent applications or the novel inventions disclosed in the Acquired Patents, as well as to claim and receive the benefit of the right of priority provided by the International Convention for the Protection of Industrial Property, as amended, or by any convention which may henceforth be substituted for it, including the right to invoke and claim such right of priority without further written or oral authorization;

(b) all causes of action and enforcement rights of any kind throughout the world (whether such causes of action or enforcement rights are known or unknown; currently pending, filed, to be filed; or otherwise) under the Acquired Patents (excluding Nielsen US’s right to enforce any Preexisting License as provided herein) including for past, current and future infringement of the Acquired Patents; and

(c) all rights to collect royalties or other payments under or on account of the Acquired Patents throughout the world (excluding Nielsen US’s right to collect payments under the Preexisting Licenses, which right is subject to the conditions set forth in Section 5.7).

5.2 No Obligation to Transfer Know-How . For the avoidance of doubt, nothing in Agreement shall (a) obligate Nielsen to disclose, transfer or license to comScore any confidential information, trade secrets or know-how (whether unpatented or patented) regarding the inventions claimed or described in any Acquired Patent, or (b) obligate comScore to disclose, transfer or license to Nielsen any confidential information, trade secrets or know-how (whether unpatented or patented) regarding the inventions claimed or described in any Licensed Patent or Acquired Patent.

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5.3 Assistance In Effectuating Assignment . At the reasonable request of comScore, Nielsen agrees to execute and deliver such other instruments and do and perform such other acts and things within Nielsen’s control as may be reasonably necessary for effecting completely the consummation of the transfer of ownership in and to the Acquired Patents as contemplated hereby, including the execution, acknowledgment and recordation of other such assignments and other papers as necessary or desirable, for fully perfecting and conveying unto comScore the benefit of the transfer of ownership in and to the Acquired Patents throughout the world as contemplated hereby.

5.4 Assistance in Prosecution and Maintenance . Nielsen shall use commercially reasonable efforts to assist comScore in preventing abandonment of any of the Acquired Patents during the period beginning on the Effective Date and ending six weeks after the Effective Date, or such lesser period as comScore may reasonably specify (“ Transition Period ”). To that end, comScore and Nielsen will cooperate to effect a smooth transfer of the prosecution and maintenance of the Acquired Patents from Nielsen to comScore as follows:

(a) During the Transition Period, Nielsen agrees, upon the reasonable request of comScore, to do all things necessary, proper, or advisable, on a country-by-country basis, to assist in obtaining, perfecting, or sustaining the Acquired Patents, including continuing to (i) pay annuities and maintenance fees and (ii) respond to official office actions, in each case using the same standard of care and diligence that it used with respect to the Acquired Patents before the Effective Date. Any response to an official office action made during the Transition Period shall require the prior approval of comScore.

(b) As promptly as reasonably possible after the Effective Date, but not longer than one (1) month thereafter, Nielsen shall deliver to comScore originals or, if such originals are not in Nielsen’s custody, copies of each patent prosecution (docket) file in its possession for each of the Acquired Patents. Within five (5) business days of the Effective Date, Nielsen shall also send letters to its patent prosecution counsel of record and, directly or through such patent prosecution counsel, to each foreign associate firm responsible for the preparation and prosecution of any Acquired Patent informing such firm that Nielsen has assigned all of Nielsen’s right, title and interest in and to the Acquired Patents to comScore as provided in this Agreement and directing that such firm (i) immediately send all originals or, if such originals are not in such counsel’s custody, copies of Nielsen’s files associated with the Acquired Patents to comScore in accordance with such counsel’s document retention policy; and (ii) invoice Nielsen for all costs and expenses incurred in connection with the transfer of the files. If necessary, Nielsen agrees to thereafter assist comScore in procuring all such files from such patent prosecution counsel and foreign associate firms. Nielsen shall also promptly deliver to comScore copies of all assignment agreements in its or such patent prosecution counsels’ possession for the Acquired Patents.

(c) comScore will reimburse Nielsen for all costs and expenses actually and reasonably incurred by Nielsen in connection with the activities conducted under Section 5.3 and this Section 5.4 after the Effective Date, including the fees and costs of its patent prosecution counsel and foreign associate firms. Nielsen will invoice comScore for all such costs and expenses, providing in reasonable detail the basis therefore, and comScore shall pay to Nielsen all such amounts due within thirty (30) days of date of invoice.

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(d) Nielsen will instruct its patent maintenance fee and annuities payment service and its outside patent agents/counsel to cease the activities described in this Section 5.4 after the expiration of the Transition Period. Any further activities to prosecute or maintain the Acquired Patents after the expiration of the Transition Period shall be the sole responsibility and cost of comScore.

(e) As promptly as reasonably possible after the Effective Date, but not longer than one (1) month thereafter, comScore will, at its sole cost and expense, instruct its patent counsel to notify each applicable governmental authority associated with the Acquired Patents of the transfer of responsibility for ongoing prosecution and maintenance of the Acquired Patents and record the assignment of the Acquired Patents made hereby using a short form of assignment agreement substantially in the form attached as Exhibit G or such other form as is customary to be used for such purposes in the applicable jurisdiction.

5.5 Assistance in Litigation . Nielsen, at the sole cost of comScore, shall, if reasonably requested to do so by comScore, use commercially reasonable efforts to (a) cooperate in any litigation related to the Acquired Patents, and (b) authorize those persons who are employees of Nielsen or the Affiliates that it controls at time of comScore’s request and who are also named as inventors on the subject Acquired Patent(s) to cooperate in any litigation relating to the subject Acquired Patent(s). Nielsen further agrees to provide comScore with copies of correspondence with prospective licensees of the Acquired Patents that are not otherwise subject to a protective order and are in its custody and readily available that relate to past efforts to enforce or license any Acquired Patent.

5.6 Reservation of License by Nielsen .

(a) The assignment of the Acquired Patents is made, and comScore accepts it, subject to Nielsen US’s reservation to Nielsen US, NetRatings and each of their Affiliates, and comScore hereby grants to Nielsen US, NetRatings and each of their Affiliates, a worldwide, fully paid up, royalty-free, irrevocable and non-terminable, non-transferable and non-exclusive right and license (without the right to grant sublicenses), under the Acquired Patents to make, have made, use, offer for sale, sell, import and otherwise transfer Nielsen Licensed Products. The license rights reserved and granted to an Affiliate of Nielsen US or NetRatings in this Section 5.6 shall (i) apply automatically and commence prospectively without notice on the date an Affiliate becomes an Affiliate of Nielsen US or NetRatings; and (ii) shall continue and survive any merger, consolidation, asset or equity sale or other event by which such entity ceases to be an Affiliate of Nielsen US or NetRatings.

(b) The foregoing license shall also continue and shall not terminate in connection with the sale by Nielsen US, NetRatings or any of their Affiliates of any covered service, line of business, entity, division or product line (“ Divested Asset ”); provided, however, that (i) such continuing license under Section 5.6(b) will not include products, services or activities of the acquiring company other than those specific products, services and activities sold by the Divested Asset prior to divestiture, (ii) such continuing license under Section 5.6(b) shall continue only as to a sale whereby Nielsen US, NetRatings or its Affiliate completely divests itself of said Divested Asset, and (iii) any continuing license that arises as a result this Section 5.6 must be for a legitimate business purpose and not for the purpose of undermining comScore’s ability to license the Acquired Patents to third parties.

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5.7 Existing Licenses and Future Royalty Payments .

(a) The assignment of the Acquired Patents is made, and comScore accepts such assignment, subject to the terms and conditions of the licenses made before the Effective Date and set forth on Exhibit H (the “ Preexisting Licenses ”).

(b) If, after the Effective Date, royalty payments (calculated based and paid on the basis of the number of licensed units or, products or services sold or licensed or percentage of gross or net sales as set forth in a Preexisting License (“ Running Royalty ”)) become due and payable from a Third Party under a Preexisting License, Nielsen shall use commercially reasonable efforts to collect such Running Royalties and, within thirty (30) days of receipt, remit them to comScore without deduction, setoff or counterclaim. For the avoidance of doubt, comScore shall not be entitled to receive, and Nielsen shall not be obligated to collect or pay to comScore, any lump sum payment received under a Preexisting License.

(c) Nothing hereunder shall be deemed an assignment of any Preexisting License to comScore, and comScore shall not be deemed a third party beneficiary of any such Preexisting License.

(d) Nielsen shall indemnify, defend and hold comScore and each comScore Released Party harmless from and against any and all Claims made, asserted or brought by any party to a Preexisting License that are based on, or arise out of, a Preexisting License, including any Claim for indemnification under or breach of a Preexisting License.

5.8 Subsequent Assignments .

(a) comScore covenants and agrees that any subsequent sale, assignment, other transfer, or conveyance, by operation of law or otherwise, of any of the Acquired Patents after the Effective Date is made or occurs subject to the license rights granted or reserved in Section 5.6 and 5.9 and the covenant in Section 4.3; and comScore shall ensure the same is documented and expressly accepted by the purchaser, grantee, assignee or successor as part of any transaction relating thereto.

(b) Nielsen covenants and agrees that any subsequent sale, assignment, other transfer, or conveyance, by operation of law or otherwise, of any Affiliate or Divested Asset after the Effective Date is made or occurs subject to the terms and conditions in Section 5.6; and Nielsen shall ensure the same is documented and expressly accepted by the purchaser, grantee, assignee or successor as part of any transaction relating thereto.

(c) comScore shall give written notice to Nielsen within thirty (30) days of the closing of any sale, assignment, other transfer, or conveyance that is subject to the terms set forth in Section 5.8(a) above; and Nielsen shall give written notice to comScore within thirty (30) days of the closing of any sale, assignment, other transfer, or conveyance that is subject to the terms set forth in Section 5.8(b) above.

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5.9 License to Licensed Patents . Subject to the terms and conditions of this Agreement, comScore hereby grants to Nielsen US, NetRatings and their respective Affiliates, a worldwide, fully paid up, royalty-free, irrevocable, non-terminable and non-transferable, and non-exclusive right and license (without the right to grant sublicenses) under the Licensed Patents to make, have made, use, offer for sale, sell and import Nielsen Licensed Products. Subject to the terms and conditions of this Agreement, the license rights granted to an Affiliate of Nielsen US or NetRatings in this Section 5.8 shall (a) apply automatically and commence prospectively and without notice on the date such Affiliate becomes an Affiliate of Nielsen US or NetRatings; and (b) terminate automatically and without notice on the date such Affiliate ceases to be an Affiliate of Nielsen US or NetRatings. For the avoidance of doubt, no license is granted to any Person that is not an Affiliate.

5.10 Marking . If Nielsen US or NetRatings marks any of the Nielsen Licensed Products with patent numbers of the Licensed Patents or Acquired Patents, it shall, and shall cause its respective Affiliates to, mark all Nielsen Licensed Products sold or offered for sale under the licenses granted or reserved herein in accordance with applicable law.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1 Representations of the Parties . Each Party represents and warrants to each of the other Parties, as of the Effective Date, that:

(a) Such Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and Exhibits and to carry out the provisions hereof and thereof;

(b) Such Party has taken all corporate action necessary to authorize the execution and delivery of this Agreement and Exhibits and the performance of its obligations hereunder and thereunder;

(c) This Agreement and Exhibits have been duly executed by such Party and constitute a valid and legally binding obligation of such Party, enforceable in accordance with their respective terms;

(d) The execution, delivery and performance of this Agreement and Exhibits by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it;

(e) Such Party represents and warrants that it has been advised by its counsel of its rights and obligations under this Agreement and Exhibits and enters into this Agreement and Exhibits freely, voluntarily, and without duress; and

(f) Such Party represents and warrants that it is not relying on any promises, inducements, or representations other than those provided herein.

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6.2 Representations and Warranties of Nielsen . Nielsen represents and warrants to comScore, as of the Effective Date, that:

(a) To the best of Nielsen’s knowledge, Exhibit A sets forth a complete and accurate list of:

i. all Acquired Patents that have been or are registered, filed, granted, or issued, or that have been or are subject to an application for registration, filing, grant or issuance;

ii. all jurisdictions in which such Acquired Patents have been or are registered, granted, or issued or in which registrations, grants or issuances have been applied for; and

iii. all registration numbers, issuance numbers, grant numbers, serial numbers and application numbers, as applicable.

(b) To the best of Nielsen’s knowledge, Exhibit H sets forth a complete and accurate list of, and Nielsen has provided complete and accurate copies of, each agreement that materially affects, in any manner, title to, or comScore’s enjoyment of, the Acquired Patents, including each license to one or more of the patents or patent applications in the Acquired Patents, or a right or option to obtain such a license;

(c) Except for Preexisting Licenses, there has been no previous Transfer or other grant of rights under the Acquired Patents or any other agreement by Nielsen US or NetRatings that materially affects, in any manner, title to, or comScore’s enjoyment of, the Acquired Patents, including an assignment of full or partial rights in or to one or more of the patents or patent applications in the Acquired Patents, a license to one or more of the patents or patent applications in the Acquired Patents, or a right or option to obtain such a license;

(d) To the best of Nielsen’s knowledge, no Running Royalties are due or payable under any Preexisting License as of the Effective Date, and no Running Royalties will, after the Effective Date, become due or payable under any Preexisting License;

(e) Nielsen is the sole owner of all right, title and interest in and to each of the Acquired Patents;

(f) All maintenance fees, annuities and other payments owed to the USPTO or any non-U.S. patent office in connection with the Acquired Patents and due and payable before the Effective Date have been paid in full;

(g) None of the Acquired Patents is currently pending in any reexamination, reissue, opposition, or interference proceeding, and, to the knowledge of Nielsen, no such proceedings are pending or threatened.

(h) Nielsen has the authority to act on behalf of the Nielsen Releasing Parties to the extent that this Agreement recites undertakings, promises, covenants or obligations of said Persons;

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(i) Nielsen has not Transferred, in whole or in part, voluntarily or involuntarily, any Nielsen Claim, and no Person (other than Nielsen) had or has any interest in any Nielsen Claim.

(j) The remedies for any breach of or inaccuracy as of the Effective Date in any of the representations and warranties contained in this Section 6.2 or in any officer’s certificate provided by Nielsen US pursuant to Section 5.7 shall survive the Effective Date in perpetuity or until the expiration of the applicable statute of limitations, if earlier.

6.3 Representations and Warranties of comScore . comScore represents and warrants to Nielsen, as of the Effective Date, that:

(a) To the best of comScore’s knowledge, Exhibit B sets forth a complete and accurate list of:

i. all Licensed Patents that have been or are registered, filed,-granted, or issued, or that have been or are subject to an application for registration, filing, grant or issuance;

ii. all jurisdictions in which such Licensed Patents have been or are registered, granted, or issued or in which registrations, grants or issuances have been applied for; and

iii. all registration numbers, issuance numbers, grant numbers, serial numbers and application numbers, as applicable.

(b) To the best of comScore’s knowledge, comScore has the right and authority to grant the license to the Licensed Patents upon the terms specified herein;

(c) None of the Licensed Patents is currently pending in any reexamination, reissue, opposition, or interference proceeding, and, to the knowledge of comScore, no such proceedings are pending or threatened.

(d) comScore has the authority to act on behalf of the comScore Releasing Parties to the extent that this Agreement recites undertakings, promises, covenants or obligations of said Persons;

(e) comScore has not Transferred, in whole or in part, voluntarily or involuntarily, any comScore Claim, and no Person had or has any interest in any comScore Claim.

(f) The remedies for any breach of or inaccuracy as of the Effective Date in any of the representations and warranties contained in this Section 6.3 shall survive the Effective Date in perpetuity or until the expiration of the applicable statute of limitations, if earlier.

6.4 No Other Representations or Warranties . EXCEPT AS PROVIDED IN SECTIONS 6.1, 6.2 AND 6.3, NO PARTY MAKES ANY REPRESENTATION TO ANY OTHER PARTY AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL SUCH

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OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY OPERATION OF LAW, OR OTHERWISE UNDER THIS AGREEMENT AND EXCEPT AS PROVIDED IN SECTIONS 6.1, 6.2 AND 6.3, THE ACQUIRED PATENTS ARE ASSIGNED BY NIELSEN, AND THE LICENSED PATENTS AND ACQUIRED PATENTS ARE LICENSED BY COMSCORE, AS-IS, WHERE-IS, AND WITH ALL FAULTS. Without limiting the foregoing, nothing contained in this Agreement shall be construed as: (a) a warranty or representation by any Party that any manufacture, sale, use or other disposition of products by any other Party has been or will be free from infringement of any patents (except the Acquired Patents and Licensed Patents); (b) an agreement by any Party to bring or prosecute actions or suits against Third Parties for infringement, or conferring any right to any other Party to bring or prosecute actions or suits against Third Parties for infringement; (c) a warranty or representation by any Party as to the patentability, validity, or enforceability of any of the Licensed Patents or Acquired Patents, or (d) conferring any right to any other Party to use in advertising, publicity, or otherwise, any trademark, trade name or names of any other Party, or any contraction, abbreviation or simulation thereof without the prior written consent of such other Party.

ARTICLE VII

TERM AND TERMINATION

7.1 Term . This Agreement becomes effective on the Effective Date and remains in effect until terminated in accordance with Section 7.2.

7.2 Termination . This Agreement terminates with respect to each Acquired Patent or Licensed Patent when such patent expires or is finally determined (including any appellate process) by a governmental authority of competent jurisdiction to be unpatentable, invalid or unenforceable. This Agreement terminates in its entirety when all Acquired Patents and Licensed Patents have expired or have been determined by a governmental authority of competent jurisdiction to be unpatentable, invalid or unenforceable. Except as set forth in the preceding sentence, this Agreement, the rights reserved to the Acquired Patents, and the license grants hereunder may be terminated only by mutual agreement of the Parties, and may not be terminated for any other reason. All other remedies available by law and in this Agreement shall remain in effect.

7.3 Survival . Termination of this Agreement shall not relieve any Party of any obligation accrued before termination. Additionally, the provisions of Articles I, VIII and IX and Sections 4.1-4.5, 5.6, 5.7(d), 5.8, 5.9, 6.2(j), 6.3(f), 6.4, and 7.3 shall survive termination as applicable.

ARTICLE VIII

CONFIDENTIALITY

8.1 Confidentiality . From and after the Effective Date, no Party shall disclose the terms of this Agreement except:

(a) with the prior written consent of the other Party;

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(b) to any governmental body having jurisdiction and specifically requiring such disclosure;

(c) in response to a valid subpoena or as otherwise may be required to comply with any rules or regulations of any court, provided, howeve r , that prior to any such disclosure pursuant to this Section, the Party seeking disclosure shall promptly, if permitted by law, notify the other Party and, that prior to any such disclosure, take all reasonable actions in an effort to minimize the nature and extent of such disclosure, including seeking a protective order;

(d) for the purposes of disclosure in connection with the Securities and Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, and any other reports filed with the Securities and Exchange Commission, or any other filings, reports or disclosures that may be required under applicable laws, regulations or the rules of any exchange where a Party’s securities are traded;

(e) to a Party’s accountants, legal counsel, tax advisors and other financial and legal advisors, subject to obligations of confidentiality at least as stringent as those contained herein; or

(f) with obligations of confidentiality at least as stringent as those contained herein, to a counterparty in connection with a proposed merger, acquisition, financing or similar transaction.

8.2 Protective Orders . In furtherance hereof, each Party will, and will direct its counsel to, promptly comply with the protective orders in the Alexandria Action and the Norfolk Action with respect to the return or destruction of confidential information; provided, however that Nielsen agrees that comScore may retain and use for any purpose all information and materials related to the Acquired Patents. For the avoidance of doubt, upon filing with the Court, any stipulation attached hereto as an Exhibit shall not be confidential.

8.3 Publicity . Except as provided in Section 8.1 (d), no Party will authorize or issue a press release or any other announcement or communication regarding this Agreement or the relationship contemplated herein or therein absent prior mutual agreement in writing by all Parties. Notwithstanding the foregoing and Section 8.1 above, upon the Effective Date any Party may state that the Parties have entered into a settlement agreement regarding the Norfolk Action and Alexandria Action.

ARTICLE IX

MISCELLANEOUS

9.1 Reservation of Rights . Except as expressly set forth in this Agreement and its Exhibits, nothing herein shall be deemed a grant or waiver by any Party of any rights, title or interest in, to or under any patents, technology or other intellectual property rights of such Party or its Affiliates, whether by implication, by estoppel or otherwise.

9.2 Assignment . No party may assign or otherwise transfer its rights and obligations under this Agreement except in connection with the sale of all or substantially all of the assets of the Party or the merger or consolidation of such Party. Except as provided in the preceding sentence, this Agreement may not be assigned or otherwise transferred (by operation of law or otherwise), in whole or in part, by any Party to any other Person and any attempt to do so shall be null and void.

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9.3 Notices . All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given upon (a) delivery by hand (with written confirmation of receipt), (b) transmission by telecopier (with written confirmation of receipt), provided that a copy is sent by registered mail, return receipt requested, or (c) receipt by the addressee, if sent by a nationally recognized overnight delivery service providing receipt of delivery, and, for any of (a), (b) and (c), using the information set forth below (or such information as may be provided in the future by written notice that has been provided pursuant to this Section 9.3):

9.4 Governing Law and Choice of Forum . The Parties agree that this Agreement shall be governed, interpreted, and construed in accordance with the laws of the State of Delaware (without regard to its conflict of law principles). Each of the Parties consents to the exclusive jurisdiction and venue of the United States District Court for the Eastern District of Virginia with regard to any and all dispute(s) arising in connection with this Agreement unless no federal subject matter jurisdiction exists, in which case the action or proceeding shall be brought only in the courts of the Commonwealth of Virginia located in Fairfax County, VA.

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9.5 Limitation of Liability . NO PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE, PUNITIVE OR SPECIAL DAMAGES ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.6 Severability . If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect and be enforceable. The Parties agree to negotiate in good faith an enforceable substitute provision for any invalid or unenforceable provision that most nearly achieves the intent of such provision.

9.7 Modification; Waiver . No modification or amendment to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by the Party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.

9.8 Construction . Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” The headings in this Agreement will not be referred to in connection with the construction or interpretation of this Agreement.

9.9 Counterparts . This Agreement and its Exhibits may be executed in counterparts or duplicate originals, all of which shall be regarded as one and the same instrument, and which shall be the official and governing version in the interpretation of this Agreement. This Agreement and its Exhibits may be executed by facsimile signatures or other electronic means and such signatures shall be deemed to bind each Party as if they were original signatures.

9.10 Integration . No promise, inducement or agreement not expressed in this Agreement and Exhibits has been made to any Party in connection with this Agreement. This Agreement and Exhibits constitute the entire agreement among the Parties with respect to the subject matter hereof.

9.11 Binding Effect . This Agreement shall be binding upon and for the benefit of the Parties hereto and their respective executors, administrators, trustees, successors and permitted assigns.

<signature page follows>

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer of each Party hereto as of the date first above written.

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Exhibit C

Stipulation of Dismissal for Alexandria Action

(See attached.)

STIPULATION OF DISMISSAL

Pursuant to Fed. R. Civ. P. 41(a)(l)(A)(ii), the Plaintiff and Defendants hereby stipulate and agree that the above action, including all claims and affirmative defenses, are dismissed WITH PREJUDICE, subject to the terms of that certain agreement entitled “PATENT PURCHASE, LICENSE AND SETTLEMENT AGREEMENT” and dated December 20, 2011 with each party to bear its own costs, expenses and attorneys’ fees.

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SO AGREED AND STIPULATED:

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Exhibit D

Stipulation of Dismissal for Norfolk Action

(See attached.)

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IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF VIRGINIA

STIPULATION OF DISMISSAL

Pursuant to Fed. R. Civ. P. 41(a)(l)(A)(ii), the Plaintiff and Defendant hereby stipulate and agree that the above action, including all claims, and counterclaims and affirmative defenses, are dismissed WITH PREJUDICE, subject to the terms of that certain agreement entitled “PATENT PURCHASE, LICENSE AND SETTLEMENT AGREEMENT” and dated December 20, 2011 with each party to bear its own costs, expenses and attorneys’ fees.

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SO AGREED AND STIPULATED:

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Exhibit E

Form of Stock Purchase Agreement

(See attached.)

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Exhibit F

Form of Voting Agreement

(See attached.)

Exhibit 10.2

EXECUTION VERSION

FRE 408

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of December 20, 2011 (the “ Effective Date ”), by and among comScore, Inc., a Delaware corporation (the “ Company ”), and The Nielsen Company (US), LLC, a Delaware limited liability company (the “ Purchaser ”), for the purchase and sale by the Purchaser of shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”).

RECITALS

A. The Company and the Purchaser are concurrently entering into that certain Patent Purchase, License and Settlement Agreement by and between the Company and the Purchaser of even date herewith (the “ Settlement Agreement ”) and that certain Voting Agreement by and between the Company and the Purchaser of even date herewith (the “ Voting Agreement ”);

B. The Settlement Agreement contemplates the issuance and sale of the Shares (as defined below) by the Company pursuant to the terms of this Agreement as good and valuable consideration for the rights granted to the Company therein.

NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

ARTICLE I

Purchase and Sale of Common Stock

Section 1.1 Purchase and Sale of Common Stock . Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of nine hundred seventy four thousand three hundred fifty eight (974,358) shares of common stock of the Company (collectively, the “ Shares ”), representing that number of shares of Common Stock of the Company equal to $19,000,000 divided by the greater of $19.50 or the trailing average closing price as reported by NASDAQ for the 30 trading days immediately preceding the Effective Date in exchange for the Purchaser’s execution and the rights and privileges contemplated pursuant to the Settlement Agreement. The Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations promulgated thereunder, including Regulation D (“ Regulation D ”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

Section 1.2 Closing . The Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agree to purchase the Shares. The closing of the purchase and sale of the Shares (the “ Closing ”) shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 1700 K Street, NW, Fifth Floor, Washington, DC 20006, as soon as practicable following the satisfaction or waiver of the conditions set forth in Article IV, or at such other time and place or on such date as the Purchaser and the Company may agree upon (such date is hereinafter referred to as the “ Closing Date ”). At the Closing, the Purchaser shall deliver either original or electronic copies of manually, executed counterparts of the Settlement Agreement against the issuance by the Company of the Shares.

Section 1.3 Delivery . At the Closing or as promptly thereafter as is practicable (but in no event more than five (5) Business Days after the Closing Date), the Company shall deliver to the Purchaser certificates representing the portion of the Shares purchased by the Purchaser (it being understood that the Purchaser shall be record holders of the Shares on the Closing Date). For purposes hereof, the term “Business Day” shall mean a day other than Saturday, Sunday or a federal holiday in which the New York Stock Exchange is closed for trading.

ARTICLE II

Representations and Warranties

Section 2.1 Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser as follows:

(a) Organization; Standing and Power . The Company and each of its Significant Subsidiaries (i) is a corporation or other organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to so qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change to the Company. For purposes of this Agreement, the term “ Significant Subsidiary ” shall have the meaning provided by Rule 1-02 of Regulation S-X of the Commission; (iii) “Subsidiary Charter Documents” shall mean the certificate of incorporation and bylaws, or like organizational documents of a Subsidiary; and (iv) “ Commission ” shall mean the Securities and Exchange Commission. For purposes of this Agreement, the term “ Material Adverse Change ” when used in connection with an entity, means any change, event, violation, inaccuracy, circumstance or effect (any such item, an “ Effect ”), individually or when taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Material Adverse Change, that (i) is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), capitalization, financial condition or results of operations of such entity taken as a whole with its subsidiaries or (ii) will or is reasonably likely to materially impede the ability of such entity to timely consummate the transactions contemplated by the Transaction Documents in accordance with the terms thereof and applicable legal requirements.

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(b) Charter Documents . The Company is not in violation of any of the provisions of the Company Charter Documents. For purposes of this Agreement, the term “ Company Charter Documents ” shall mean a true and correct copy of the Certificate of Incorporation (including any Certificate of Designations) and Bylaws of the Company, each as amended to date.

(c) Subsidiaries . All the outstanding shares of capital stock of, or other equity or voting interests in, each Significant Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, a wholly-owned subsidiary of the Company, or the Company and another wholly-owned subsidiary of the Company, free and clear of all Liens, including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for restrictions imposed by applicable securities laws, except as would not reasonably be expected to have a Material Adverse Change to the Company or a Material Adverse Change to such Significant Subsidiary. Other than the subsidiaries of the Company, neither the Company nor any of its subsidiaries owns any capital stock of, or other equity or voting interests of any nature in, or any interest convertible, exchangeable or exercisable for, capital stock of, or other equity or voting interests of any nature in, any other person. For purposes of this Agreement, the term “ Lien ” shall mean pledges, claims, liens, charges, encumbrances, options and security interests of any kind or nature whatsoever.

(d) Capital Stock . Each share of capital stock of the Company which may be issued as contemplated or permitted by the Transaction Documents will be, when issued, duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights, free and clear of all Liens, and free of restrictions on transfer other than restrictions on transfer contemplated by the Transaction Documents, including those provided in this Agreement, and applicable state and federal securities laws.

(e) Other Securities . Except as otherwise disclosed in the SEC Reports filed prior to the date hereof, there are no securities, options, warrants, calls, rights, contracts, commitments, agreements, instruments, arrangements, understandings, obligations or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which any of them is bound obligating the Company or any of its subsidiaries to (including on a deferred basis) issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its subsidiaries, or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, contract, commitment, agreement, instrument, arrangement, understanding, obligation or undertaking.

(f) Authority . The Company has all requisite corporate power and authority to enter into this Agreement, the Voting Agreement and the Settlement Agreement and the other agreements and documents contemplated hereby and thereby which are executed by the Company or to which the Company is a party (all of the foregoing agreements and documents, including this Agreement, are collectively referred to herein as the “ Transaction Documents ”). The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of the Company and no other corporate or other proceedings on the part of the Company is necessary to authorize the execution and delivery of the Transaction Documents or

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to consummate the transactions contemplated thereby. The Transaction Documents have been, or will be upon the Closing, duly executed and delivered by the Company and, assuming due execution and delivery by the other parties hereto, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be subject to the laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The issuance of the Shares has been duly authorized by the Company and, when issued and paid for in accordance with the terms of this Agreement, the Shares will be validly issued, fully paid and nonassessable.

(g) Non-Contravention . The execution and delivery of the Transaction Documents by the Company does not, and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby will not: (i) conflict with or violate the Company Charter Documents, (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Significant Subsidiaries pursuant to, any material agreement, contract or instrument of the Company or by which the Company or any of its assets are bound, or (iii) trigger anti-dilution rights or other rights to acquire additional equity securities of the Company.

(h) Necessary Consents . No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or any other person is required to be obtained or made by the Company in connection with the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated thereby, except for such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not be material to the Company or materially adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby. For the purposes of this Agreement, “ Governmental Entity ” shall mean any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

(i) Commission Filings . The Company has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the Commission since December 1, 2010. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “ SEC Reports .” As of their respective dates, the SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as the case may be, and the rules and regulations of the Commission thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact

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required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as disclosed on the SEC Reports filed prior to the date hereof, there has been no Material Adverse Change to the Company since September 30, 2011.

(j) Purchaser Not an Affiliate . The Company is not aware of any facts that would result, immediately prior to or upon the consummation of the transactions contemplated by this Agreement, in the Purchaser being deemed an “affiliate” of the Company for the purpose of Rule 144 promulgated under the Securities Act.

(k) Internal Controls . As of September 30, 2011, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) (the “ Disclosure Controls ”) were effective, in all material respects, to ensure that information required to be disclosed in the reports that it files and submits under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rule and forms and (ii) is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. During the period from September 30, 2011 until the date of this Agreement, there were no changes in the Company’s internal control over financial reporting (the “ Financial Reporting Controls ”) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As of September 30, 2011, the Company had: (i) designed the Disclosure Controls, or caused such the Disclosure Controls to be designed under its management’s supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s management by others within those entities; and (ii) designed the Financial Reporting Controls, or caused the Financial Reporting Controls to be designed under the Company’s management supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes by the Company in accordance with United States generally accepted accounting principles. From September 30, 2011 through the date of this Agreement, the Company has not reported to the Audit Committee (the “ Audit Committee ”) of the Company’s Board of Directors (the “ Board ”) or the Board (i) any change in the Disclosure Controls or the Financial Reporting Controls or (ii) any suspected act of fraud involving management or other employees who have a significant role in the Disclosure Controls or the Financial Reporting Controls, either of which, if determined adversely, would reasonably be expected to constitute a Material Adverse Change to the Company.

Section 2.2 Representations and Warranties of the Purchaser . The Purchaser hereby makes the following representations and warranties to the Company:

(a) Organization and Standing of the Purchaser . The Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b) Authorization and Power . The Purchaser has the requisite power and authority to enter into and perform the Transaction Documents and to purchase the Shares being

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sold to it hereunder. The execution, delivery and performance of the Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary corporate or other action, and no further consent or authorization of the Purchaser or its board of directors, stockholders, or partners, as the case may be, is required. The Transaction Documents constitute, or shall constitute when executed and delivered, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of creditor’s rights and remedies or by other equitable principles of general application.

(c) Acquisition for Investment . The Purchaser is acquiring the Shares solely for its own account and not with a view to or for sale in connection with the distribution thereof. The Purchaser does not have a present intention to sell any of the Shares, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the Shares to or through any person or entity. The Purchaser acknowledges that it (i) has such knowledge and experience in financial and business matters such that the Purchaser is capable of evaluating the merits and risks of its investment in the Company, (ii) is able to bear the financial risks associated with an investment in the Shares, and (iii) has been given appropriate access to such records of the Company and its subsidiaries and to the officers of the Company as it has deemed necessary or appropriate to conduct a due diligence investigation.

(d) Restricted Securities . The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser understands that no United States federal or state agency or any government or governmental agency has passed upon or made any recommendation or endorsement of the Shares.