Comscore Announces $20 Million Private Placement of Common Stock and Warrants with Potential to Increase to $50 Million

6/24/19

Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting, and evaluating media across platforms, announced today that it entered into a definitive agreement with an institutional investor (the Investor) that secures an initial investment in Comscore's common stock of approximately $20 million, with the potential to increase to approximately $50 million within 12 months in certain circumstances. The transaction is anticipated to close on or about June 26, 2019, subject to customary closing conditions (the Closing Date).

Pursuant to the securities purchase agreement dated June 23, 2019 between Comscore and the Investor, Comscore will receive upfront proceeds of approximately $20 million from the private sale of common stock and the issuance of four series of warrants: Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants. The common stock issued at the Closing Date (the Initial Shares) will be sold at $7.33 per share, representing a 5.4% discount to the closing price of Comscore's common stock as of June 21, 2019. The terms of the transaction will be described in further detail in a current report on Form 8-K filed by the Company today.

Dale Fuller, Interim Chief Executive Officer of Comscore, said, "This transaction strengthens our balance sheet and positions us to pursue our refocused growth strategy while providing the flexibility to better apply resources to meet our business objectives, and ultimately drive long-term value for our stockholders."

The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Comscore

Comscore?(Nasdaq: SCOR)?is?a?trusted partner for planning, transacting and evaluating media across platforms. With a data footprint that combines digital, linear TV, over-the-top and theatrical viewership intelligence with advanced audience insights, Comscore allows media buyers and sellers to?quantify their multi screen behavior and make business decisions with confidence.? A proven leader in measuring digital and set-top box audiences and advertising at scale, Comscore is the industry's emerging, third-party?source for reliable and comprehensive cross-platform measurement.

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