COMSCORE, INC.

EX-99.1 · exhibit991-unauditedprofor.htm

EX-99.1
 3
 exhibit991-unauditedprofor.htm
 EX-99.1

 Exhibit 99.1

 COMSCORE, INC.
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Overview
 On May 27, 2026, comScore, Inc. (the "Company"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with an affiliate of Advaya Capital, Flix Buyer Inc. (the "Purchaser"), pursuant to which the Company sold its box office measurement, reporting and analytics business and its Hollywood Software business (collectively, the "Movies Business"), including 100% of the interests of Rentrak, LLC ("Rentrak"), an Oregon limited liability company and wholly owned subsidiary of the Company, to the Purchaser for an aggregate base purchase price of $70.0 million in cash, subject to customary adjustments and other terms as more fully set forth in the Purchase Agreement (the "Transaction"). The Transaction was completed simultaneously with the signing of the Purchase Agreement on May 27, 2026 (the "Closing Date").
 In connection with the Transaction, the Company and Rentrak, or their respective affiliates, entered into various ancillary agreements, including transition service agreements pursuant to which the Company or its affiliate will provide Rentrak or its affiliate with certain transition services for a limited period following the Closing Date.
 Also on the Closing Date, in connection with the Transaction and pursuant to a payoff letter agreement between the Company and Blue Torch Finance LLC, as administrative agent and collateral agent, the Company used a portion of proceeds from the Transaction to repay in full all of its obligations under the Financing Agreement, dated as of December 31, 2024, by and among the Company, as administrative borrower; each subsidiary of the Company party thereto as a guarantor; Blue Torch Finance LLC, as administrative agent and collateral agent; and the lenders from time to time party thereto (as amended, the "Credit Agreement"). Upon receipt of such repayment, which totaled approximately $40.1 million, the Credit Agreement and related documents and obligations, including all obligations of the lenders under the Credit Agreement to extend credit to the Company and all guarantees, liens and security interests provided thereunder, were terminated. For purposes of these financial statements, the Credit Agreement repayment, termination and related matters are referred to collectively as the "Credit Agreement Termination".
 Basis of Presentation
 The following unaudited pro forma condensed consolidated financial statements of the Company and its subsidiaries were derived from its historical consolidated financial statements and are being presented to give effect to the Transaction and the Credit Agreement Termination. The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026 gives effect to the Transaction and the Credit Agreement Termination as if these events had occurred on March 31, 2026. The unaudited pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 reflect pro forma results of the Company's operations as if the Transaction and the Credit Agreement Termination had occurred on January 1, 2025, the beginning of the Company's most recently completed fiscal year.
 The unaudited pro forma condensed consolidated financial statements should be read in conjunction with: (i) the accompanying notes to the unaudited pro forma condensed consolidated financial statements, (ii) the Company's audited consolidated financial statements, the accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 26, 2026, and (iii) the Company's unaudited condensed consolidated financial statements, the accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed on May 15, 2026.
 The unaudited pro forma condensed consolidated financial statements, which have been prepared in accordance with Rule 8-05 and Article 11 of U.S. Securities and Exchange Commission ("SEC") Regulation S-X, are for informational purposes only and are not intended to be a complete presentation of the Company's operating results or financial position had the Transaction and the Credit Agreement Termination occurred as of and for the periods indicated, nor do they purport to

 project the results of operations or financial position for any future period or as of any future date. Accordingly, such information should not be relied upon as an indicator of future performance, financial condition or liquidity.

 COMSCORE, INC.
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

 As of March 31, 2026
(in thousands except for share and per share data) Historical Comscore
(as reported) Movies Business
(Note 1) Pro Forma Adjustments
(Note 2) Notes Pro Forma Comscore
 ASSETS

 Current assets:
 Cash and cash equivalents $ 22,044  $ (4,611) $ 18,403  c $ 35,836 
 Restricted cash 3,038  —  4,000  d 7,038 
 Accounts receivable 55,533  (2,393) —  53,140 
 Prepaid expenses and other current assets 11,742  (386) 4,143  e 15,499 
 Total current assets 92,357  (7,390) 26,546  111,513 

 Property and equipment, net 43,048  (3,089) —  39,959 
 Operating right-of-use assets 7,332  (302) —  7,030 
 Deferred tax assets 3,033  12  —  3,045 
 Intangible assets, net 1,897  —  —  1,897 
 Goodwill 248,131  (63,078) —  185,053 
 Other non-current assets 4,372  (125) (878) f 3,369 
 Total assets $ 400,170  $ (73,972) $ 25,668  $ 351,866 

 LIABILITIES

 Current liabilities:
 Accounts payable $ 22,004  $ (808) $ —  $ 21,196 
 Accrued expenses 45,096  (3,283) 5,212  g 47,025 
 Contract liabilities 42,970  (2,667) —  40,303 
 Customer advances 7,465  —  —  7,465 
 Current operating lease liabilities 8,838  (183) —  8,655 

 Other current liabilities 7,264  (2,949) 2,199  h 6,514 
 Total current liabilities 133,637  (9,890) 7,411  131,158 

 Secured term loan 34,268  —  (34,268) i — 
 Non-current operating lease liabilities 4,085  (119) —  3,966 
 Non-current portion of accrued data costs 21,817  —  —  21,817 

 Deferred tax liabilities 2,354  —  —  2,354 
 Non-current payable to preferred stockholders 4,611  —  —  4,611 
 Other non-current liabilities 4,750  (58) —  4,692 

 Total liabilities 205,522  (10,067) (26,857) 168,598 

 Series C convertible redeemable preferred stock 89,654  —  —  89,654 

 STOCKHOLDERS EQUITY:
 Preferred stock —  —  —  — 
 Common stock 15  —  —  15 
 Additional paid-in capital 1,783,009  —  —  1,783,009 
 Accumulated other comprehensive loss (11,803) —  —  (11,803)
 Accumulated deficit (1,436,243) (63,905) 52,525  j (1,447,623)
 Treasury stock, at cost (229,984) —  —  (229,984)
 Total stockholders' equity 104,994  (63,905) 52,525  93,614 
 Total liabilities, convertible redeemable preferred stock and stockholders' equity $ 400,170  $ (73,972) $ 25,668  $ 351,866 

     

 COMSCORE, INC.
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 For the three months ended March 31, 2026
(in thousands, except share and per share data) Historical Comscore
(as reported) Movies Business
(Note 1) Pro Forma Adjustments
(Note 2) Notes Pro Forma Comscore

 Revenues $ 85,322  $ (9,951) $ —  $ 75,371 

 Cost of revenues 52,988  (3,223) —  49,765 
 Selling and marketing 15,656  (2,698) —  12,958 
 Research and development 7,786  —  —  7,786 
 General and administrative
 12,780  (919) (100) k 11,761 
 Amortization of intangible assets 632  —  —  632 

 Total expenses from operations 89,842  (6,840) (100) 82,902 
 Loss from operations (4,520) (3,111) 100  (7,531)
 Gain from foreign currency transactions 1,240  (82) —  1,158 
 Interest expense, net (1,750) (6) 1,518  l (238)
 Loss on partial extinguishment of debt (362) —  362  m — 
 Loss before income taxes (5,392) (3,199) 1,980  (6,611)
 Income tax provision (856) 59  —  (797)
 Net loss $ (6,248) $ (3,140) $ 1,980  $ (7,408)

 Net loss available to common stockholders $ (6,248) $ (3,140) $ 1,980  $ (7,408)

 Net loss per common share:
 Basic and diluted $ (0.41) $ (0.49)
 Weighted-average number of shares used in per share calculation - common stock:
 Basic and diluted 15,140,260  15,140,260 

 COMSCORE, INC.
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 For the year ended December 31, 2025
(in thousands, except share and per share data) Historical Comscore
(as reported) Movies Business
(Note 1) Pro Forma Adjustments
(Note 2) Notes Pro Forma Comscore

 Revenues $ 357,469  $ (38,420) $ —  $ 319,049 

 Cost of revenues 212,761  (11,543) —  201,218 
 Selling and marketing 59,902  (10,977) —  48,925 
 Research and development 30,174  —  —  30,174 
 General and administrative
 47,594  (3,220) 5,059  n 49,433 
 Amortization of intangible assets 2,529  —  —  2,529 

 Total expenses from operations 352,960  (25,740) 5,059  332,279 
 Income from operations 4,509  (12,680) (5,059) (13,230)
 Loss from foreign currency transactions (5,892) 55  —  (5,837)
 Interest expense, net (6,693) (17) 6,372  o (338)
 Other income, net —  —  2,000  p 2,000 

 Loss before income taxes (8,076) (12,642) 3,313  (17,405)
 Income tax provision (1,928) 5  (1,500) q (3,423)
 Net loss $ (10,004) $ (12,637) $ 1,813  $ (20,828)
 Net income available to common stockholders:
 Net loss $ (10,004) $ —  $ —  $ (20,828)
 Convertible redeemable preferred stock dividends (18,767) —  —  (18,767)
 Preferred stockholders' deemed contribution 73,044  —  —  73,044 
 Net income allocated to convertible redeemable preferred stock (21,704) —  —  (21,704)
 Net income available to common stockholders $ 22,569  $ —  $ —  $ 11,745 

 Net income per common share:
 Basic $ 4.30  $ 2.24 
 Diluted $ 4.25  $ 2.21 
 Weighted-average number of shares used in per share calculation - common stock:
 Basic 5,247,356  5,247,356 
 Diluted 5,307,608  5,307,608 

 NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026, and the unaudited pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, include the following adjustments:
 Note 1 – Movies Business
 The Movies Business adjustments reflect the Company's current best estimate of the operations, assets and liabilities for the Movies Business that were disposed of pursuant to the Purchase Agreement. These amounts are considered preliminary and as such, actual amounts could differ materially from these estimates. The Company currently expects to finalize its accounting for the Transaction in connection with the preparation of its financial statements for the three and six months ended June 30, 2026.
 Note 2 – Transaction Pro Forma Adjustments
 The unaudited pro forma Condensed Consolidated Balance Sheet as of March 31, 2026 and the unaudited pro forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and year ended December 31, 2025 reflect the following pro forma adjustments discussed below, which are inclusive of the adjustments required to record the initial cash proceeds (net of transaction costs) received in connection with the disposal of the Movies Business and recognition of the estimated loss on sale in accumulated deficit. These amounts are considered preliminary and as such, actual amounts could differ materially from these estimates.
 (a) Estimated initial net cash proceeds in connection with the disposal of the Movies Business are as follows:

 (In thousands)
 Base purchase price $ 70,000 
 Initial purchase price adjustments (7,829)
 Initial consideration 62,171 
 Funding of escrow accounts (4,000)
 Transaction costs paid at closing (337)
      Net cash proceeds at closing $ 57,834 

 Initial purchase price adjustments reflect certain items specified in the Purchase Agreement, including preliminary estimates for closing net working capital, closing indebtedness, certain intercompany account costs, and approximately $5.3 million of accounts receivable that were either transferred to the Company upon closing or will be collected and remitted to the Company after closing.
 (b) Estimated initial loss on the disposal of the Movies Business, assuming the Company completed the sale on March 31, 2026, is as follows:

 (In thousands)
 Initial consideration from above $ 62,171 
 Plus: Other cash receivable collectible from the Purchaser 1,382 
 Less: Estimated transaction costs 5,549 
 Less: Net assets sold 63,905 
 Initial pre-tax loss on sale (5,902)
 Estimated tax expense (1,500)
      Estimated initial after-tax loss on sale (7,402)

 For purposes of the unaudited pro forma Condensed Consolidated Balance Sheet, the estimated loss recognized in accumulated deficit is based on the net carrying value of the Movies Business as of March 31, 2026, rather than as of the Closing Date of the Transaction. As a result, the estimated loss reflected herein may differ materially from the actual loss on the disposal of the Movies Business as of the Closing Date because of differences in the carrying value of assets and liabilities as of the Closing Date.

 (c) Reflects (i) the initial net cash proceeds of $57.8 million per (a) above, partially offset by (ii) the principal payment of $39.0 million, $390 thousand of prepayment premium and $53 thousand of external legal fees paid in connection with the Credit Agreement Termination.
 (d) Reflects adjustments of $4.0 million, composed of $2.5 million for an indemnification-related escrow and $1.5 million for a purchase-price adjustment escrow, which are subject to the terms and conditions of the Purchase Agreement and a related escrow agreement.
 (e) Reflects an increase in other receivables of $1.4 million per (b) above and $2.9 million for an intercompany dividend receivable, partially offset by an adjustment of $187.5 thousand for agency fees that were prepaid to Blue Torch Finance LLC for the 2026 period.
 (f) Reflects adjustments for unamortized issuance costs related to the revolving credit facility under the Credit Agreement.
 (g) Reflects adjustments for non-recurring costs related to the Transaction and the Credit Agreement Termination that were incurred subsequent to March 31, 2026 and recorded in accrued expenses.
 (h) Reflects adjustments of $1.5 million for an increase in income taxes payable related to the expected tax impact of the Transaction and $2.9 million for the reclass of the intercompany dividend receivable per (e) above, partially offset by $2.3 million for the payment of the current portion of the term loan under the Credit Agreement prior to its maturity date.
 (i) Reflects non-current adjustments for the term loan under the Credit Agreement, consisting of $36.7 million for the payment of the term loan, partially offset by unamortized debt issuance costs and debt discount related to the term loan of $2.5 million.
 (j) Reflects the cumulative effect of the adjustments discussed within (c) through (i) above.
 (k) Reflects an adjustment for unused commitment fees related to the revolving credit facility associated with assumed extinguishment of the Credit Agreement as of January 1, 2025.
 (l) Reflects an adjustment for the interest expense and amortization of debt discount and debt issuance costs associated with the assumed repayment of the term loan under the Credit Agreement as of January 1, 2025.
 (m) Reflects an adjustment for the loss on extinguishment of debt related to the assumed repayment of the term loan under the Credit Agreement as of January 1, 2025.
 (n) Reflects adjustments of $5.2 million to recognize non-recurring costs related to the Transaction and the Credit Agreement Termination that were incurred subsequent to March 31, 2026, assuming the Transaction and the Credit Agreement Termination occurred on January 1, 2025, partially offset by an adjustment of $154 thousand for unused commitment fees related to the revolving credit facility associated with the assumed Credit Agreement Termination as of January 1, 2025.
 (o) Reflects an adjustment for the interest expense and amortization of debt discount and debt issuance costs associated with the assumed repayment of the term loan under the Credit Agreement as of January 1, 2025.
 (p) In connection with the Transaction, the Company and Rentrak (or their affiliates) entered into transition service agreements to provide certain services over a specified period of time. This adjustment is an estimate of the income that the Company expects to recognize related to the services provided to Rentrak (or its affiliate) under the transition service agreements as if the transition service agreements were in effect on January 1, 2025.
 (q) Reflects an adjustment to income tax expense for the estimated U.S. state tax impact of the Transaction. The Company does not expect to incur any significant U.S. federal or foreign income taxes as a result of the Transaction.

EX-2.1 · exhibit21-equitypurchaseag.htm

EX-2.1
 2
 exhibit21-equitypurchaseag.htm
 EX-2.1

 Exhibit 2.1

 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***].
 EQUITY PURCHASE AGREEMENT
 by and between
 COMSCORE, INC.,
 and
 FLIX BUYER INC.
 _________________
 Dated as of May 27, 2026

 TABLE OF CONTENTS

 Page
 Article I DEFINITIONS; INTERPRETATION
 1

 Section 1.1 Defined Terms 1
 Section 1.2 Other Definitions 17

 Article II SALE AND PURCHASE 19

 Section 2.1 Sale and Purchase of Interests 19
 Section 2.2 Purchase Price 20
 Section 2.3 Closing 20
 Section 2.4 Closing Statement 22
 Section 2.5 Post-Closing Statements 22
 Section 2.6 Reconciliation of Initial Closing Statement 23
 Section 2.7 Post-Closing Adjustment 25
 Section 2.8 Allocation of Purchase Price 26
 Section 2.9 Withholding 27

 Article III REPRESENTATIONS AND WARRANTIES REGARDING SELLER 27

 Section 3.1 Organization and Qualification 27
 Section 3.2 Authority 28
 Section 3.3 No Conflicts 28
 Section 3.4 Ownership; Title 29
 Section 3.5 Litigation 29
 Section 3.6 Brokerage 29
 Section 3.7 No Additional Representation or Warranties 29

 Article IV REPRESENTATIONS AND WARRANTIES REGARDING THE TRANSFERRED ENTITIES AND THE BUSINESS 30

 Section 4.1 Organization of the Transferred Entities 30
 Section 4.2 Capitalization of the Transferred Entities 30
 Section 4.3 Authorization; No Breach. 31
 Section 4.4 Financial Statements 32
 Section 4.5 Undisclosed Liabilities 32
 Section 4.6 Litigation and Proceedings 33
 Section 4.7 Legal Compliance 33
 Section 4.8 Contracts; No Defaults 34
 Section 4.9 Benefit Plans 37
 Section 4.10 Employees; Labor Matters 39
 Section 4.11 Taxes 41
 Section 4.12 Sufficiency of Assets 43
 Section 4.13 Insurance 44

     i

 Section 4.14 Licenses, Permits and Authorizations 44
 Section 4.15 Title to Properties 44
 Section 4.16 Intellectual Property 45
 Section 4.17 Information Technology; Data Security 47
 Section 4.18 Data Privacy 48
 Section 4.19 Absence of Changes 49
 Section 4.20 Affiliate Matters 50
 Section 4.21 Brokers’ Fees 51
 Section 4.22 Top Customers and Vendors. 51

 Article V REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER 52

 Section 5.1 Organization and Qualification 52
 Section 5.2 Authority 52
 Section 5.3 No Conflicts 52
 Section 5.4 Litigation 53
 Section 5.5 Broker’s Fee 53
 Section 5.6 Investment Decision 53
 Section 5.7 Financial Ability 53
 Section 5.8 Solvency 53
 Section 5.9 Independent Investigation 54
 Section 5.10 No Other Business Representations or Warranties 54
 Section 5.11 No Additional Purchaser Representation or Warranties 54

 Article VI COVENANTS OF THE PARTIES 55

 Section 6.1 Access to Books and Records 55
 Section 6.2 Confidentiality 55
 Section 6.3 Public Announcements 56
 Section 6.4 Shared Contracts 57
 Section 6.5 Delayed Assignment of Assets 57
 Section 6.6 Intercompany Accounts; Cash 58
 Section 6.7 Termination of Intercompany Arrangements 59
 Section 6.8 Insurance 59
 Section 6.9 D&O Indemnity 60
 Section 6.10 Litigation Support 61
 Section 6.11 Misdirected Payments 62
 Section 6.12 Wrong Pocket 63
 Section 6.13 Use of Seller Names; License 63
 Section 6.14 Use of Transferred Marks; License 64
 Section 6.15 Use of Seller Websites; Redirects 65
 Section 6.16 Release 66
 Section 6.17 Release of Seller Group Guarantees 67
 Section 6.18 R&W Insurance 68

     ii

 Section 6.19 Restrictive Covenants 69

 Article VII EMPLOYEE MATTERS COVENANTS 70

 Section 7.1 Transfers of India Employees 70
 Section 7.2 Terms and Conditions of Employment 72
 Section 7.3 Service Credit 73
 Section 7.4 Health and Welfare Coverages 73
 Section 7.5 401(k) Plan Accounts 73
 Section 7.6 Seller Benefit Plans; Transferred Entity Benefit Plans 74
 Section 7.7 COBRA 74
 Section 7.8 WARN Act 74
 Section 7.9 Labor Obligations 75
 Section 7.10 Immigration 75
 Section 7.11 Removal and Appointment of Officers, Directors and Managers. 75
 Section 7.12 No Third-Party Beneficiaries 75

 Article VIII TAX MATTERS 76

 Section 8.1 Tax Returns 76
 Section 8.2 Cooperation 76
 Section 8.3 Other Tax Covenants 76
 Section 8.4 Transfer Taxes 76
 Section 8.5 Refunds 77
 Section 8.6 Tax Treatment 77
 Section 8.7 Straddle Period 79
 Section 8.8 Tax Sharing Agreements 79

 Article IX INDEMNIFICATION 79

 Section 9.1 Survival 79
 Section 9.2 Indemnity by Seller 80
 Section 9.3 Specific Indemnity Items 80
 Section 9.4 Indemnity by Purchaser 80
 Section 9.5 Limitation on Indemnity 81
 Section 9.6 Notification of Claims 81
 Section 9.7 Matters Involving Third Parties 82
 Section 9.8 Exclusive Remedy 83
 Section 9.9 Satisfaction of Claims 84
 Section 9.10 Tax Treatment of Payments 84

 Article X GENERAL PROVISIONS 85

 Section 10.1 Interpretation 85
 Section 10.2 Headings; Definitions 86
 Section 10.3 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial 87
 Section 10.4 Entire Agreement 88

     iii

 Section 10.5 No Third-Party Beneficiaries 88
 Section 10.6 Expenses 88
 Section 10.7 Notices 88
 Section 10.8 Successors and Assigns 89
 Section 10.9 Amendments and Waivers 90
 Section 10.10 Severability 90
 Section 10.11 Specific Performance 90
 Section 10.12 Privilege 90
 Section 10.13 Counterparts 92

 Schedules

 Schedule I: Transferred Entities
 Schedule 1.1(a): Transferred Entity Cash
 Schedule 1.1(b): Knowledge of Purchaser
 Schedule 1.1(c): Knowledge of Seller
 Schedule 1.1(d): Permitted Liens
 Schedule 1.1(e): Shared Contracts
 Schedule 1.1(f): Working Capital
 Schedule 1.1(g): Comscore A/R
 Schedule 1.1(h): Excluded A/R
 Schedule 2.3(c)(x): Payoff Letters
 Schedule 2.8: Purchase Price Allocation Methodology
 Schedule 6.7: Terminated Contracts
 Schedule 6.9: Indemnity Agreements
 Schedule 6.17: Seller Group Guarantees
 Schedule 7.10: Non-Resident Employees
 Schedule 7.11: Officers, Directors and Managers
 Schedule 9.3: Specific Indemnity Items
 Schedule 9.7: Matters Involving Third Parties
 Schedule 9.11(c): Indemnification Escrow Release

 Exhibits

 Exhibit A: Restructuring Agreement
 Exhibit B: Form of Intellectual Property Cross License Agreement
 Exhibit C: Form of Transition Services Agreement
 Exhibit D: Form of Escrow Agreement
 Exhibit E: Form of India Transition Services Agreement

     iv

 EQUITY PURCHASE AGREEMENT
 This EQUITY PURCHASE AGREEMENT (this “ Agreement ”), dated as of May 27, 2026, is by and between comScore, Inc., a Delaware corporation (“ Seller ”), and Flix Buyer Inc., a Delaware corporation (“ Purchaser ”).
 RECITALS
 WHEREAS, Seller, Rentrak, LLC, an Oregon limited liability company and a wholly-owned Subsidiary of Seller (the “ Company ”), and certain other Subsidiaries of Seller, are engaged in the Business;
 WHEREAS, Seller carried out the Pre-Closing Restructuring (as defined below) in accordance with the Restructuring Agreement (as defined below) prior to the Closing; pursuant to which, among other things, Seller transferred, or caused its applicable Affiliate to transfer, the Transferred Assets and Assumed Liabilities (as defined in the Restructuring Agreement) to the Company or its Subsidiaries;
 WHEREAS, Seller desires to sell and transfer, and Purchaser desires to purchase, all of the rights, title and interest of the Company (the “ Interests ”) for the consideration set forth in Section 2.2 , subject to the terms and conditions of this Agreement; and
 WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.
 NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:
 Article I

 DEFINITIONS; INTERPRETATION
 Section 1.1 Defined Terms . For the purposes of this Agreement, the following terms shall have the following meanings:
 “ Accounting Principles ” shall mean generally accepted accounting principles in the United States, consistently applied (GAAP).
 “ Action ” shall mean any claim, action, suit, charge, demand, examination, hearing, complaint, labor grievance, arbitration, notice, inquiry, dispute, strike, mediation, audit, investigation, litigation or other proceeding (whether civil, criminal or administrative, judicial or investigative) commenced, brought, conducted or heard by or before any Governmental Entity or court or similar body or arbitrator.
 “ Affiliate ” shall mean, with respect to any Person, any other Person that directly, or through one or more intermediaries, controls, is controlled by or is under common control with such Person; provided that, no equityholder of Seller shall be considered an Affiliate of Seller or

 the Transferred Entities hereunder; provided , further , that from and after the Closing: (a)  none of the Transferred Entities shall be considered an Affiliate of Seller or any of Seller’s Affiliates, (b)  neither Seller nor any of Seller’s Affiliates shall be considered an Affiliate of any Transferred Entity, (c)  the Transferred Entities shall be considered Affiliates of Purchaser and Purchaser’s Affiliates, and (d)  Purchaser and Purchaser’s Affiliates shall be considered Affiliates of the Transferred Entities.
 “ Ancillary Agreements ” shall mean the Escrow Agreement, the Transition Services Agreement, the India Transition Services Agreement, the Intellectual Property Cross License Agreement, the Restructuring Agreement and the other documents or certificates delivered pursuant to this Agreement; provided , that, for the avoidance of doubt, “Ancillary Agreements” shall not include consents, certificates and other documents executed at Purchaser’s request solely in respect of Purchaser’s financing.
 “ A/R ” shall mean all billed accounts receivable of Seller Group relating to the Business including (without limitation) those billed accounts receivables set forth on Schedule 1.1(g), and all US A/R and Non-US A/R (each, as defined in the Restructuring Agreement), except for the accounts listed on Schedule 1.1(h) .
 “ Assumed Liabilities ” shall mean all Liabilities assumed by a Transferred Entity pursuant to any Ancillary Agreement.
 “ Benefit Plan ” shall mean each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), and each other employee compensation or benefits plan, program or arrangement, including any employment agreement, cash incentive, equity incentive, severance, retention bonus, vacation policy, pension or retirement plan, or health and welfare plan, that is a Seller Benefit Plan or a Transferred Entity Benefit Plan, but excluding any Governmental Plan.
 “ Business ” shall mean the box office measurement, reporting and analytics business (including (a) Forecast, PostTrak and Showtime Analytics, which are products owned by third parties but provided through the Business, and (b) Comscore Movies and Swift) and the Hollywood Software business (including Theatrical Distribution System (TDS), Exhibitor Management System (EMS), Cinema Auditorium Control Engine (Cinema ACE), Theatre Command Center (TCC) and Enterprise Web)) historically operated by Seller and its Affiliates (and, following the Pre-Closing Restructuring, as operated by the Company and the other Transferred Entities); provided that , for the avoidance of doubt, the Business includes such business with respect to the Assumed Liabilities and the Transferred Assets (each as defined in the Restructuring Agreement).
 “ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York, New York or the City of San Francisco, California are required or authorized by Law to be closed.
 “ Business Intellectual Property ” shall mean all Intellectual Property, other than Patents, that are owned or purported to be owned by any one or more of the Transferred Entities. For the sake of clarity, “ Business Intellectual Property ” shall not include the Seller Names.
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 “ Business Material Adverse Effect ” shall mean any event, change, condition, development or effect that has or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided that no such event, change, condition, development or effect resulting or arising from or relating to any of the following matters shall be deemed, either alone or in combination, to constitute or contribute to, or be taken into account in determining whether there has been, or whether there would reasonably be expected to be, a “ Business Material Adverse Effect ”: (a)  general conditions and trends in the industries or businesses in which the Business is operated or in which any of the Transferred Entities operate, including competition in any geographic or product areas, (b) general political, economic, financial or capital markets conditions (including interest rates, exchange rates, tariffs, trade wars, or credit markets, or in respect of or as a result of any political elections), (c)  any national or international political event or occurrence, including any act of civil unrest, protests, curfews, war or terrorism, (d)  any natural or manmade disasters or other acts of God, (e)  epidemics, pandemics, or contagious disease outbreaks or other public health emergencies, (f)  the failure of the financial or operating performance of the Business to meet any projections, forecasts or budgets for any period ( provided that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be deemed to contribute to a “Business Material Adverse Effect”; provided , further , that this clause (f) shall not be construed as implying that Seller is making any representation or warranty hereunder with respect to any such projections, forecasts or budgets), (g) any action taken at the written direction of Purchaser (including those actions taken which are expressly required by this Agreement), (h)  the execution, announcement or pendency of this Agreement or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (including the identity of Purchaser or any of its Affiliates), or (i)  changes in Laws or GAAP, or authoritative interpretations thereof, and (j)  the announcement or entry into this Agreement with regard to Section 4.3 of this Agreement, except, in the case of the foregoing clauses (a), (b), (c), (d), (e), and (i) , to the extent that the Business, taken as a whole, is disproportionately and adversely affected thereby relative to other similarly situated Persons operating in the industries in which the Business operates (in which case only the incremental disproportionate adverse effect may be taken into account in determining whether there has been or would reasonably be expected to be a Business Material Adverse Effect).
 “ Business Software ” shall mean all Software owned or purported to be owned by Seller or any of its Affiliates that is included as part of, incorporated in, or embodied in any of the Products or is otherwise used in or held for use in the operation of the Business.
 “ Calculation Time ” shall mean 11:59 p.m. (local time) in each applicable jurisdiction on the day immediately prior to the Closing Date.
 “ Cash ” shall mean, as of any time of determination, the aggregate amount of all cash, cash equivalents that are convertible into cash within thirty (30) days following such time of determination, and marketable securities of the Transferred Entities, calculated in accordance with the Accounting Principles (except as otherwise set forth in this Agreement). Notwithstanding anything herein to the contrary, “Cash” shall be: (a) reduced by any cash or
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 cash equivalents that are not freely usable or transferable by reason of any restriction, limitation, cost or Tax imposed on the use, distribution or transfer thereof by applicable Law, Contract or otherwise, including as a result of restrictions on dividends or repatriation or by virtue of being held on deposit with any third party, but solely to the extent that cash is not freely usable or transferable, (b) reduced by any issued but uncleared checks or wire transfers, but only to the extent a corresponding payable has not been included for purposes of measuring Working Capital, and (c) increased by any deposits of cash in transit, but only to the extent a corresponding receivable has not been included for purposes of measuring Working Capital, in each case, as of such time of determination. Notwithstanding anything herein to the contrary, with respect to each of the Transferred Entities organized outside the United States (each, a “ Foreign Entity ” and collectively, the “ Foreign Entities ”), after giving effect to the adjustments set forth in clauses (b) and (c) above, if the amount of Cash of such Foreign Entity as of such time of determination is less than the amount set forth opposite such Foreign Entity under the heading “Minimum Cash Balance” on Schedule 1.1(a) of this Agreement, Cash shall be reduced, on a dollar-for-dollar basis, by the amount of such shortfall, and if the amount of Cash of such Foreign Entity as of such time of determination exceeds the amount set forth opposite such Foreign Entity under the heading “Minimum Cash Balance” on Schedule 1.1(a) of this Agreement but is equal to or less than the amount set forth opposite such Foreign Entity under the heading “Cash Cap” on Schedule 1.1(a) of this Agreement, the amount of such excess over the applicable Minimum Cash Balance shall be included in the calculation of Cash with respect to such Foreign Entity, reduced by clause (a) above, and if the amount of Cash of such Foreign Entity as of such time of determination exceeds the amount set forth opposite such Foreign Entity under the heading “Cash Cap” on Schedule 1.1(a) of this Agreement, only an amount equal to such “Cash Cap” amount (as adjusted for the repatriation discount described in the immediately preceding clause) shall be included in the calculation of Cash with respect to such Foreign Entity, and the amount of such excess over the applicable Cash Cap shall constitute restricted cash and shall be disregarded for all purposes of this Agreement, including the determination of the Purchase Price and any adjustment thereto. For the avoidance of doubt, any cash or cash equivalents of a Foreign Entity that are taken into account for the calculation of the applicable Minimum Cash Balance and are equal to or less than such Minimum Cash Balance shall not be reduced pursuant to clause (a) above. With respect to each of the Transferred Entities organized within the United States, Cash shall not be more than the amount set forth opposite such Transferred Entity under the heading “Cash Cap” on Schedule 1.1(a) of this Agreement, nor less than the amount set forth opposite such Transferred Entity under the heading “Minimum Cash Balance” on Schedule 1.1(a) of this Agreement, in each case, after giving effect to the adjustments set forth in clauses (a) through (c) above.
 “ Closing A/R Amount ” shall mean the amount of A/R as of the Calculation Time.
 “ Closing Cash Amount ” shall mean the amount of Cash as of the Calculation Time.
 “ Closing Escrow Funds ” means $1,500,000.00.
 “ Closing Indebtedness Amount ” shall mean the amount of Indebtedness as of the Calculation Time.
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 “ Closing Transaction Expense Amount ” shall mean the amount of Transaction Expenses, to the extent unpaid and payable by a Transferred Entity as of the Calculation Time.
 “ Closing Transferred Intercompany Accounts Repatriation Taxes ” means the Taxes associated with the distribution of any proceeds received by Rentrak France EURL in connection with the repayment of the Transferred Intercompany Accounts by the Company and associated advisory fees.
 “ Closing Working Capital ” shall mean the amount of Working Capital as of the Calculation Time.
 “ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended.
 “ Company Consolidated Group ” shall mean any Consolidated Group comprised solely of Transferred Entities.
 “ Confidentiality Agreement ” shall mean the confidentiality agreement by and between Advaya Capital LLC and Seller, dated November 2, 2025.
 “ Consolidated Group ” means any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated federal income Tax Returns and any similar group under U.S. state or local Law or non-U.S. Law.
 “ Contract ” shall mean any binding contract, agreement, lease, license, commitment or other agreement, arrangement, understanding or obligation, including any amendment, supplement, exhibit, schedule or addendum thereto, in each case, whether written or oral, other than any Permit or Benefit Plan.
 “ control ” shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise (and the terms “ controlled by ,” “ controls ,” “ controlling ” and “ under common control with ” shall have correlative meanings).
 “ Covered Domain Pages ” means movies.comscore.com and swift.comscore.com.
 “ Data Protection Law ” shall mean applicable Laws relating to the protection or Processing of Personal Data, data privacy, cybersecurity or the privacy of electronic communications in any relevant jurisdiction, including the General Data Protection Regulation ((EU) 2016/679), and any national implementing Laws relating thereto.
 “ EOR India ” shall mean [***] or such other person or entity as may be specified by Purchaser.
 “ Equity Interest ” shall mean, with respect to any Person, (a)  any capital stock, share premium, partnership or membership interest, unit of participation or other similar interest (however designated) in such Person, and (b)  any option, warrant, subscription, purchase right,
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 conversion right, exchange right or other contractual right or obligation (including any debt security) which would entitle any other Person to acquire any such interest in such Person or otherwise entitle any other Person to share in the equity or profits of such Person (including any interest, the value of which is in any way based on, linked to or derived from any interest described in clause (a) , including stock appreciation, phantom stock or other similar rights, restricted stock or profits interests).
 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.
 “ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that together with any Transferred Entity would be treated as a “single employer” within the meaning of Section 4001(b)(l) of ERISA or Section 414 of the Code.
 “ Escrow Account ” means the account established by the Escrow Agent pursuant to the Escrow Agreement.
 “ Escrow Agent ” means [***], in its capacity as escrow agent under the Escrow Agreement, or such other Person acting in such capacity that is agreed to in writing by both Purchaser and Seller.
 “ Escrow Agreement ” means the Escrow Agreement by and among Purchaser, Seller and the Escrow Agent, in substantially the form of Exhibit D hereto.
 “ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
 “ Former Business Employee ” means each former employee of Seller or any of its Affiliates who, at the time prior to his or her termination of employment, had job duties primarily relating to the Business.
 “ Fraud ” shall mean common law fraud under Delaware law based solely on the representations, warranties and covenants expressly set forth in this Agreement and the Ancillary Agreements, provided that Fraud does not include any fraud based on implied or imputed knowledge, constructive knowledge, negligent misrepresentation, recklessness, equitable fraud or any similar theory.
 “ GAAP ” shall mean generally accepted accounting principles in the United States in effect from time to time, consistently applied.
 “ Governmental Entity ” shall mean any foreign, domestic, supranational, federal, territorial, state or local governmental entity, quasi-governmental entity, court, tribunal, judicial or arbitral body, commission, authority, board, bureau, agency or instrumentality, or any regulatory, administrative, executive, legislative, police, or taxing department, agency or other political or other subdivision, department or branch of any of the foregoing, or any other body
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 exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.
 “ Governmental Plan ” shall mean any benefit or compensation plan, program, policy, agreement or arrangement sponsored or maintained by a Governmental Entity or required to be maintained by Seller or any of its respective Affiliates under applicable Law, including any to which: (a)  Seller or any of its Subsidiaries is obligated to contribute with respect to any Business Employee or Former Business Employee, or (b)  any Transferred Entity is obligated to contribute.
 “ Income Tax ” shall mean any (a) Tax based on, measured by, or calculated with respect to (i) income, earnings, receipts, profits, gains, whether gross or net (excluding any ad valorem, property, excise, severance, production, sales, use, real or personal property transfer or other similar Taxes), or (ii) Tax based on, measured by, or calculated with respect to multiple bases (including but not limited to, franchise, doing business or occupation Taxes or similar Taxes (including UK corporation Taxes)) if one or more of the bases upon which such Tax may be based upon, measured by, or calculated with respect to, is described in clause (i) above, and (b) withholding Tax measured with reference to or as a substitute for any Tax described in clause (a) above.
 “ Indebtedness ” shall mean, without duplication, as of any particular time, the unpaid principal amount of, accrued and unpaid interest, and other related expenses, payment obligations and Liabilities (including any cancellation or prepayment fees, prepayment premiums or penalties, breakage costs, make-whole amounts, fees, reimbursements, indemnities or other amounts payable) of any Transferred Entity, with respect to: (a) indebtedness for borrowed money, (b) Liabilities or other obligations evidenced by bonds, debentures, notes or other similar instruments or debt securities, or that are secured by any Lien on any property or asset of any Transferred Entity (other than Permitted Liens), (c) the Unpaid Income Tax Amount, (d) any obligations under leases classified as finance leases (and not operating leases) that are required to be capitalized in accordance with GAAP, (e) all obligations issued or assumed as the deferred purchase price of property, assets, business or services, including seller notes, earn-outs, contingent consideration, revenue sharing arrangements, holdbacks or similar contingent payment obligations, (f) any obligations with respect to any hedging, swap or similar agreements or arrangements measured as the amount that would be payable by a Transferred Entity upon termination on the Closing Date, (g) any deferred revenue or customer deposits for work not yet performed, including the cost of service for deferred revenue to the extent cash has been collected with respect thereto, and any revenue share obligations that constitute aged or unreported balances in accordance with the Company's revenue recognition policies, (h) for any Business Employee or Former Business Employee of any Transferred Entity, any accrued but unpaid employee bonus under any bonus plan, Benefit Plan, Contract or otherwise, and any other accrued or deferred compensation, including bonuses and commissions, and any retention bonuses or similar payments, in each case, together with the employer portion of any employment, payroll or social security Taxes or Benefit Plan payments payable with respect thereto, provided , that Liabilities with respect to retention bonuses shall be borne 50% by Seller (which share shall be included in Indebtedness and not in Transaction Expenses) and 50% by Purchaser (which share shall not be included in Indebtedness or in Transaction Expenses), (i) any
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 severance or related payment to the extent such severance or other payment is due or becomes payable at or prior to the Closing, together with the employer portion of any employment, payroll or social security Taxes payable with respect thereto, (j) fifty percent (50%) of all earned but unpaid PTO, vacation, all accrued but unused vacation time, paid time off and other time-off benefits accrued by employees of any Transferred Entity under a Benefit Plan as of immediately prior to the Closing Date, in each case, together with the employer portion of any employment, payroll or social security Taxes or Benefit Plan payments payable with respect thereto, (k) any declared but unpaid dividends or distributions, or amounts owed to Seller or its Affiliates, including any unsettled intercompany obligations that require a future outlay of cash, but excluding (i) the Transferred Intercompany Accounts and (ii) the contracts listed on Schedule 6.7 , (l) any accrued profit sharing amounts and any unfunded or unfulfilled benefits, including unpaid retirement benefits accrued by employees of any Transferred Entity under a Benefit Plan as of immediately prior to the Closing Date, (m) any letters of credit, surety bonds, performance bonds, bank guarantees, bankers’ acceptances or similar obligations, in each case solely to the extent funds have been drawn and are payable thereunder, (n) guarantees, directly or indirectly, in any manner, of the obligations described in clauses (a) through (m) above of any other Person, and (o) all obligations described in clauses (a) through (n) above of any other Person secured by any Lien on any property or asset of any Transferred Entity (other than Permitted Liens); provided, that for the avoidance of doubt, clauses (h), (i), (j) and (l) shall not apply with respect to any India Business Employee.
 “ Independent Accounting Firm ” means [***] or, if such firm is unwilling or unable to fulfill such role: (a) another firm of independent accountants in the United States of national reputation mutually acceptable to Seller and Purchaser, or (b) if Seller and Purchaser are unable to agree upon another such firm within ten (10) Business Days after the end of the Resolution Period, then within an additional ten (10) Business Days, Seller and Purchaser shall each select one firm of independent accountants in the United States of national reputation and those two firms shall, within ten (10) Business Days after their selection, select a third (3rd) such firm; provided that , once the Independent Accounting Firm has been determined in accordance with this definition, such firm shall remain the Independent Accounting Firm for all purposes under this Agreement unless (i) such firm becomes unwilling or unable to fulfill such role or (ii) such firm becomes unacceptable to both Seller and Purchaser.
 “ India Gratuity Liability ” means the aggregate liability for gratuity for all India Business Employees as of the Calculation Time, as mutually agreed by Seller and Purchaser in writing based on the actuarial valuation report prepared by Seller’s actuarial valuer as of the Indian Seller Entity’s fiscal year end of March 31, 2026, which report shall be prepared in accordance with IND AS 15.
 “ India Personnel Transition Costs ” means all costs and Liabilities towards statutory leave encashment, statutory notice or retrenchment benefit (including contributions to the worker’s reskilling fund) as may be applicable to the concerned India Business Employee, India Gratuity Liability, and all other costs and Liabilities arising and accruing to Seller or any of its Affiliates (including, for the avoidance of doubt, the Indian Seller Entity) from the termination of
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 employment of the India Business Employees who are parties to a Tri-Partite Agreement, other than any costs and Liabilities that constitute Excluded India Personnel Transition Costs.
 “ India Transition Services Agreement ” shall mean the Transition Services Agreement to be entered into at the Closing, substantially in the form of Exhibit E hereto.
 “ Indian Seller Entity ” means Comscore Technologies India Private Limited.
 “ Intellectual Property ” shall mean any and all statutory and/or common law rights and interests throughout the world in, arising out of, or associated with the following: (a) patents and patent applications or similar rights in inventions (“ Patents ”), (b) trademarks, service marks, trade dress, trade names, slogans, logos, corporate names and other indicators of the commercial source or origin of a product or service, and general intangibles of a like nature, and registrations and applications for registration thereof, along with the goodwill related to the foregoing (“ Marks ”), (c) World Wide Web addresses and domain names and social media accounts and applications and registrations therefor (“ Internet Properties ”), (d) copyrights, copyrightable works, database and design rights, “moral” rights and registrations and applications for registration thereof, and any equivalent rights in works of authorship (“ Copyrights ”), (e) trade secrets and other rights in “know-how”, confidential information and other non-public or proprietary information that derive independent economic value, whether actual or potential, from not being known to other Persons (“ Trade Secrets ”), (f) all reissuances, divisionals, continuations, continuations-in-part, revisions, substitutions, provisionals, renewals, extensions, re-examinations and reversions for any of the foregoing, (g) intellectual property rights arising from Software and technology, and (h) any and all similar, corresponding or equivalent intellectual or proprietary rights arising under the Laws of any jurisdiction throughout the world or pursuant to any international convention.
 “ Intellectual Property Cross License Agreement ” shall mean the Intellectual Property Cross License Agreement to be entered into at the Closing, substantially in the form of Exhibit B hereto.
 “ IRS ” shall mean the U.S. Internal Revenue Service.
 “ IT Assets ” shall mean all information technology and computer systems owned by any of the Transferred Entities.
 “ Knowledge of Purchaser ” shall mean the actual knowledge of the Persons listed on Schedule 1.1(b) of this Agreement, after reasonable inquiry of direct reports.
 “ Knowledge of Seller ” shall mean the actual knowledge of the Persons listed on Schedule 1.1(c) of this Agreement, after reasonable inquiry of direct reports.
 “ Law ” shall mean any federal, state, local, foreign or supranational law, statute, code, regulation, judgment, decree, ordinance, rule, Order or other pronouncement having the effect of law of any Governmental Entity.
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 “ Liability ” shall mean all indebtedness, duties, guarantees, obligations, losses, damages and other liabilities of any Person, whether absolute, accrued, matured, contingent (or based upon any contingency), known or unknown, fixed or otherwise, disputed or undisputed, secured or unsecured, joint or several, vested or unvested, executory, determined or determinable, due or to become due, liquidated or unliquidated, including any fines, penalties, losses, costs, Taxes, interest, charges, expenses, damages, assessments, deficiencies, judgments, awards or settlements, and regardless of whether any of the foregoing indebtedness, duties, guarantees, obligations or other liabilities would be required to be reflected on, reserved against, disclosed in or otherwise specifically identified in a balance sheet or the notes thereto prepared in accordance with GAAP.
 “ Liens ” shall mean all liens, pledges, licenses, mortgages, collateral assignments, charges, security interests, claims, judgments, deeds of trust, hypothecations, restrictions on transfer (other than restrictions on transfer arising under applicable securities Laws), voting trusts, voting agreements, rights of first refusal or offer, or other similar encumbrances of any kind that secure the payment or performance of any obligation.
 “ Loss ” shall mean, with respect to any Person, Liabilities, deficiencies, interest or other losses or expenses incurred by such Person, including reasonable attorneys’, accountants’ and other experts’ fees and costs of defense and investigation, in each case solely to the extent actually incurred or paid by, or on behalf of, such Person.
 “ Non-US Benefit Plan ” means each Benefit Plan that primarily covers Business Employees based outside of the United States or is subject to any Law other than United States federal, state or local law.
 “ Open Source Software ” means any Software that is, or that contains or is derived in any manner (in whole or in part), from any Software that is licensed, distributed or conveyed as “open source software”, “free software”, “copyleft” or under a similar licensing or distribution models, including Software licensed pursuant to: (a) the GNU General Public License, the GNU Lesser (or Library) General Public License, the Affero General Public License, the Mozilla Public License, the Common Development and Distribution License, Llama Community License, OpenRAIL License, the Eclipse Public License, any Creative Commons “sharealike” license, or any license that is, or is substantially similar to, a license now or in the future approved by the Open Source Initiative and listed at http://www.opensource.org/licenses, or (b) any license under which any Software or other materials are distributed or licensed as “free software,” “open source software” or under similar terms.
 “ Order ” shall mean any order, judgment, writ, injunction, stipulation, ruling, settlement, award, decree or executive order of or by a Governmental Entity.
 “ Ordinary Course of Business ” shall mean the ordinary course of business consistent with past practice.
 “ Organizational Documents ” shall mean, with respect to a Person, the certificate of incorporation, certificate of formation, articles of organization, bylaws, partnership agreement,
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 limited liability company agreement or equivalent governing documents, as applicable, of such Person, and any amendment thereto.
 “ Permits ” shall mean all licenses, permits, franchises, approvals, registrations, authorizations, consents, certificates, variances, Orders issued by, filings with, and similar rights obtained from, any Governmental Entity.
 “ Permitted Liens ” shall mean: (a)  landlords and mechanics’, carriers’, workmen’s, repairmen’s, warehousemen’s, materialmen’s or other like Liens arising or incurred in the Ordinary Course of Business for amounts not yet due and payable or which are being contested in good faith by appropriate proceedings, provided that, in the case of any such contest, adequate reserves with respect thereto are maintained on the books of the applicable Transferred Entity in accordance with GAAP, (b)  Liens for Taxes, assessments or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP, (c)  defects or imperfections of title or other Liens that do not, individually or in the aggregate, materially interfere with the current use or occupancy of the affected asset or the operation of the Business, (d)  leases, subleases and similar agreements with respect to the Business Leased Real Property, (e)  easements, covenants, rights-of-way, restrictions of record and other similar matters affecting real property that do not, individually or in the aggregate, materially interfere with the current use or occupancy of such real property or the operation of the Business, (f)  zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon that are imposed by any Governmental Entity and are not violated by, or do not materially impair, the current use or occupancy of such real property or the operation of the Business, (g)  Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance or other types of social security, (h)  Liens not created by Seller or any of its Subsidiaries that affect the underlying fee interest of any Business Leased Real Property and do not, individually or in the aggregate, materially interfere with the current use or occupancy of such Business Leased Real Property or the operation of the Business, (i)  non-exclusive licenses of Intellectual Property granted to customers, vendors or suppliers in the Ordinary Course of Business, (j)  Liens granted to any lender or agent thereof at the Closing in connection with the Purchaser’s financing, (k)  Liens securing any Closing Indebtedness Amount that will be paid in full pursuant to a Payoff Letter that will be discharged on or prior to the Closing, and (l)  any purchase money security interests, equipment leases or similar financing arrangements set forth on Schedule 1.1(d) .
 “ Person ” shall mean an individual, partnership (general or limited), corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable Law), trust or other entity or organization, including a Governmental Entity or works council.
 “ Personal Data ” shall mean any information in any form that identifies, or could be used to identify, a natural person, and all information that is defined as “personal data,” “personally identifiable information,” “personal information,” “protected health information” or any similar term under any applicable Data Protection Law.
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 “ Pre-Closing Restructuring ” shall mean all actions and steps as contemplated in the Restructuring Agreement.
 “ Pre-Closing Tax Period ” shall mean any Tax period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.
 “ Privacy Requirements ” shall mean all: (a) applicable Data Protection Laws, (b) all of the externally-facing policies and notices of the Business, and (c) the contractual obligations of Seller and its Affiliates (including the Transferred Entities) in connection with the Business (in the case of (b) and (c)) relating to the Processing of any Personal Data.
 “ Processing ” shall mean any operation or set of operations performed on any data, whether or not by automated means, including but not limited to receipt, collection, compilation, use, storage, combination, sharing, safeguarding, disposal, erasure, destruction, disclosure or transfer (including cross-border transfer).
 “ Products ” shall mean all current products, services and Software Related to the Business researched, developed, marketed, commercialized, distributed and/or sold by Seller or any of its Affiliates and, solely to the extent sold or otherwise commercialized by Seller or any of its Affiliates, all former products Related to the Business.
 “ Purchaser Fundamental Representations ” shall mean Section 5.1 (Organization and Qualification), Section 5.2 (Authority), Section 5.3(b)(i) (No Conflicts) and Section 5.5 (Broker’s Fee).
 “ Purchaser Indemnitees ” shall mean, collectively, Purchaser and its Affiliates (including the Transferred Entities) and its and their respective Representatives.
 “ Purchaser Material Adverse Effect ” shall mean any event, change, development or effect that, individually or in the aggregate, would reasonably be expected to prevent or materially delay (or has so prevented or materially delayed) the ability of Purchaser to consummate the Sale in accordance with the terms of this Agreement.
 “ Related to the Business ” means: (a)  used primarily in, held primarily for use in, or otherwise primarily related to the operation or conduct of the Business or any Transferred Entity, or (b)  arising primarily from, resulting primarily from, or primarily attributable to, directly or indirectly, the operation, conduct, ownership, assets, Liabilities, or activities of the Business or any Transferred Entity.
 “ Representatives ” of a Person shall mean any Affiliate of such Person and its and their respective officers, directors, employees, financial advisors, attorneys, accountants and other advisors and representatives.
 “ Restructuring Agreement ” shall mean the Restructuring Agreement entered into in connection with the Pre-Closing Restructuring, a copy of which is attached as Exhibit A .
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 “ Retained Businesses ” shall mean the businesses of the Seller Group and its Affiliates (other than the Business).
 “ Sanctioned Jurisdiction ” means a country or territory that is itself the target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, the so-called Donetsk People’s Republic region of Ukraine, the so-called Luhansk People’s Republic region of Ukraine, and the Crimea region of Ukraine).
 “ SEC ” shall mean the U.S. Securities and Exchange Commission.
 “ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
 “ Seller Benefit Plan ” shall mean any Benefit Plan: (a)  that is sponsored, maintained or contributed to or required to be contributed to by Seller or any of its Subsidiaries, or (b)  to which Seller or any of its Subsidiaries is a party, in each case, for the benefit of any Business Employee or Former Business Employee and that is not a Transferred Entity Benefit Plan.
 “ Seller Consolidated Group ” shall mean any Consolidated Group of which each of: (a) any Transferred Entity, and (b) Seller or an Affiliate of Seller (other than a Transferred Entity) is or was a member on or prior to the Closing Date.
 “ Seller Consolidated Group Taxes ” shall mean any Taxes of any Seller Consolidated Group (excluding Taxes solely of any Transferred Entity (and not any other Entity) in respect of any Seller Consolidated Group in which any Transferred Entity is the parent of such Seller Consolidated Group), including without limitation, any Taxes imposed on a Transferred Entity pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision under U.S. state or local Law or non-U.S. Law) by reason of such Transferred Entity being a member of a Seller Consolidated Group for any Pre-Closing Tax Period.
 “ Seller Consolidated Return ” shall mean any Tax Return of a Seller Consolidated Group.
 “ Seller Group ” shall mean Seller and its Subsidiaries (other than any Transferred Entity).
 “ Seller Fundamental Representations ” shall mean Section 3.1 (Organization and Qualification), Section 3.2 (Authority), Section 3.3(b)(i) (No Conflicts), Section 3.4 (Ownership; Title), Section 3.6 (Brokerage), Section 4.1 (Organization of the Transferred Entities), Section 4.2 (Capitalization of the Transferred Entities), Section 4.3(a)(i) , (Authorization; No Breach) and Section 4.21 (Brokers’ Fees).
 “ Seller Indemnitees ” shall mean, collectively, Seller and its Affiliates and its and their respective Representatives.
 “ Seller Material Adverse Effect ” shall mean any event, change, development or effect that, individually or in the aggregate, would reasonably be expected to prevent the ability of Seller to consummate the Sale in accordance with the terms of this Agreement.
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 “ Separate Company Income Tax ” means, without duplication, any Income Tax that is payable by a Transferred Entity on a standalone basis or with respect to a Company Consolidated Group, excluding any Income Tax payable with respect to any Seller Consolidated Return.
 “ Separate Company Income Tax Return ” shall mean any Tax Return relating to Separate Company Income Taxes (excluding any Seller Consolidated Return).
 “ Shared Contract ” shall mean any Contract set forth on Schedule 1.1(e) of this Agreement.
 “ Shared Customer Contract ” shall mean any Shared Contract pursuant to which the products and services of the Business are being provided to a customer of the Business.
 “ Software ” shall mean any and all: (a) software and computer programs of any type, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, and (b) documentation and other materials related to any of the foregoing, including user manuals and training materials.
 “ Straddle Period ” shall mean any taxable period that begins on or before the Closing Date and ends after the Closing Date.
 “ Subsidiary ” shall mean, with respect to any Person, any corporation, entity or other organization, whether incorporated or unincorporated, of which: (a)  such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions, or (b)  such first Person (or a Subsidiary thereof) is a general partner or managing member.
 “ Target Working Capital ” shall mean [***].
 “ Tax ” shall mean (a) any U.S. federal, state, local or non-U.S. tax, assessment, fee, levy, or other charge in the nature of a tax, including income, gross receipts, franchise, estimated, alternative or add-on minimum, sales, use, transfer, value added, excise, severance, stamp, windfall profits, environmental, customs, duties, franchise, withholding, profits, property, real property, personal property, capital stock, payroll, employment, escheat or unclaimed property obligations, social security, unemployment or other tax and any interest, penalties or additions to tax in respect of the foregoing, or (b) any liability in respect of any items described in clause (a) above payable by reason of Contract, assumption, transferee or successor liability, operation of Law, Treasury Regulation Section 1.1502-6(a) (or any similar provision of Law or any predecessor or successor thereof) or otherwise.
 “ Tax Return ” shall mean any return, declaration, report, estimate, election, claim for refund, or information return or statement relating to Taxes filed or required to be filed with any Governmental Entity in connection with the determination, assessment or collection of any Tax, including any schedule or attachment thereto and any amendment thereof.
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 “ Transaction Expenses” shall mean, without duplication, to the extent not paid prior to the Closing, the amount of: (a) all fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants; appraisal fees, costs and expenses; and travel, lodging, entertainment and associated expenses) incurred by the Transferred Entities prior to Closing in connection with this Agreement, the Ancillary Documents and the transactions contemplated herein and therein, (b) all transaction, change of control, or similar bonuses or payments due to any current or former employee, officer, manager, individual service provider or consultant of the Transferred Entities as a result of the consummation of the transactions contemplated by this Agreement; provided , however , any amounts payable (i) based on continued service following the Closing or upon a termination of employment or service that occurs following the Closing or (ii) as a result of any action taken or initiated, directly or indirectly, by Purchaser or any of its Affiliates after the Closing shall not be a Transaction Expense hereunder, (c) the employer portion of any payroll or similar Taxes (including any Tax gross-up) payable with respect to the foregoing, (d) out-of-pocket fees, costs and expenses incurred or otherwise payable by any Transferred Entities in connection with the negotiation, documentation and consummation of the transactions contemplated by this Agreement; provided that if Seller pays or agrees to pay and be responsible for any fee, cost or expense of the Transferred Entities that would otherwise constitute a Transaction Expense, any such fee, cost or expense shall not be a Transaction Expense hereunder; provided , further , that Transaction Expenses shall not include any fees or payments borne by Purchaser pursuant to this Agreement or pursuant to the financing arrangements negotiated by Purchaser in connection with the transactions contemplated herein, including any portion of such financing related fees or payments that are actually paid by the Transferred Entities on behalf of Purchaser, and (e) all costs payable at inception (including premium, underwriting costs and brokerage commissions) in connection with the R&W Insurance Policy.
 “ Transaction Tax Deductions ” shall mean, without duplication, any Tax deductions, losses, credits or similar items that are deductible by a Transferred Entity for Separate Company Income Tax purposes resulting from or attributable to (a)  Transaction Expenses or (b)  fees, costs, expenses and interest (including amounts treated as interest for Tax purposes and any breakage fees and unamortized or deferred financing fees, costs or expenses) incurred in connection with the transactions contemplated by this Agreement (including as a result of the payment of Transaction Expenses or Indebtedness made by (or on behalf of) any Transferred Entity), in each case that are economically borne by Seller; provided , however , the parties hereto agree that for purposes of this Agreement, seventy percent (70%) of any foregoing “success-based fees” (within the meaning of Treasury Regulations Section 1.263(a)-5(f)), if any, shall be treated as deductible (and shall give rise to Transaction Tax Deductions) pursuant to the safe harbor contained in IRS Revenue Procedure 2011-29.
 “ Transferred Entity ” shall mean the entities set forth on Schedule I hereto.
 “ Transferred Entity Benefit Plan ” shall mean each Benefit Plan that, as of immediately prior to the Closing: (a)  is sponsored or maintained by one or more Transferred Entities, or (b)  is contributed to solely by one or more Transferred Entities.
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 “ Transferred Entity Employee ” shall mean each employee of a Transferred Entity as of immediately prior to the Closing.
 “ Transferred Intercompany Accounts ” means that certain intercompany payable of Seller due to Rentrak France EURL related to transfer pricing charges and trade payables and receivables with a net balance of [***], which has been assigned to and assumed by the Company pursuant to the Restructuring Agreement.
 “ Transition Date ” means December 31, 2026.
 “ Transition Services Agreement ” shall mean the Transition Services Agreement to be entered into at the Closing, substantially in the form of Exhibit C hereto.
 “ United States ” shall mean the United States of America, including any State thereof and the District of Columbia.
 “ Unpaid Income Tax Amount ” shall mean an amount (determined on a jurisdiction-by-jurisdiction basis, provided that such amount may not be less than zero in respect of any Tax in any jurisdiction for any entity) equal to the aggregate unpaid Separate Company Income Taxes of the Transferred Entities with respect to any Pre-Closing Tax Period beginning after December 31, 2024 and for which a final Tax Return has not been filed as of the date hereof ); provided that the calculation of Unpaid Income Tax Amount shall (a) be prepared by including any applicable Transaction Tax Deductions in accordance with Section 8.3 , prepayments of Separate Company Income Taxes of the Transferred Entities made prior to Closing for such Taxable periods, and pre-Closing net operating, net operating loss carryforward, capital loss or, capital loss carryforward, in each case to the extent they actually reduce (but not below zero) such unpaid Separate Company Income Taxes for a Pre-Closing Tax Period (including the portion of any Straddle Period that ends on the Closing Date), (b) except as otherwise required by applicable Law or contemplated by this definition, be prepared in accordance with the past practice (including reporting positions, elections and accounting methods) of the Transferred Entities in preparing Separate Company Income Tax Returns, (c) exclude (i) any deferred Income Tax liabilities and assets and (ii) any Tax liabilities arising from any action, event, or transaction taken solely at the direction of Purchaser or any of its Affiliates (including, after the Closing, any Transferred Entity), (d) take into account estimated (or other prepaid) Separate Company Income Tax payments with respect to any such Pre-Closing Tax Period (including the portion of any Straddle Period that ends on the Closing Date) to the extent they actually reduce (but not below zero) such unpaid Separate Company Income Taxes for such taxable periods (including the portion of any Straddle Period that ends on the Closing Date) under appliable Law, (d) be determined in accordance with Section 8.7 (with respect to any Straddle Period) and Section 8.3 and (f) be determined by including solely those jurisdictions in which the Transferred Entities filed Tax Returns for Separate Company Income Taxes for the Taxable period ending December 31, 2024 or commenced activities in 2025 or 2026 requiring the filing of a Tax Return for Separate Company Income Taxes.
 “ US Benefit Plan ” means each Benefit Plan that is not a Non-US Benefit Plan.
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 “ Working Capital ” shall mean, without duplication: (a) the aggregate value of all current assets of the Transferred Entities (other than Cash, prepaid Transaction Expenses and current or deferred Income Tax assets) that are included in the line item categories of current assets specifically identified in Schedule 1.1(f) of this Agreement, in each case as of the Calculation Time, minus (b) the aggregate value of all current liabilities of the Transferred Entities (other than the current portions of Indebtedness, all Transaction Expenses, all deferred Tax assets and liabilities and all Income Tax assets and liabilities) that are included in the line item categories of current Liabilities specifically identified in Schedule 1.1(f) of this Agreement, in each case as of the Calculation Time, and, in each case, determined on a consolidated basis without duplication in accordance with the Accounting Principles, including with respect to the included accounts, level of reserves or level of accruals.
 Section 1.2 Other Definitions . The following terms shall have the meanings defined in the Section indicated:

 Term Section / Article
 ACA Section 4.9(h)

 Agreement Preamble
 Anticorruption Laws Section 4.7(b)

 Anti-Money Laundering Laws Section 4.7(b)

 Business Employees Section 4.10(a)

 Business Financial Statements Section 4.4(a)

 Business Leased Real Property Section 4.15(a)

 Business Material Contract Section 4.8(a)

 Closing Section 2.1

 Closing Date Section 2.3(a)

 Closing Purchase Price Section 2.4(a)

 COBRA Section 4.9(e)

 COBRA Participants Section 7.7

 Company Recitals
 Confidential Business Information Section 6.2(a)

 Contaminants Section 4.16(h)

 Continuation Coverage Section 7.7

 Copyrights Section 1.1

 D&O Indemnified Person Section 6.9(a)

 D&O Policy Section 6.9(c)

 Data Room Section 10.1(b)

 Designated Parties Section 4.7(c)

 e-mail Section 10.7

 Enforceability Exceptions Section 3.2

 EOR Establishment Notice Section 7.1(a)

 Estimated Closing Statement Section 2.4

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 Term Section / Article
 Excluded India Personnel Transition Costs Section 7.1(c)

 Export Control Laws Section 4.7(d)

 Final Section 8.5

 Final Allocation Section 2.8

 Final Closing Statement Section 2.6(c)

 Final Purchase Price Section 2.7

 Foreign Entity Section 1.1

 Hollywood Software Section 2.3(c)(i)

 Indemnification Escrow Account Section 9.11(a)

 Indemnification Escrow Amount Section 9.11(a)

 Indemnified Party Section 9.6

 Indemnifying Party Section 9.6

 Indemnity Agreement Section 6.9(a)

 India Business Employees Section 7.1

 India Employee Census Section 1.1

 Initial Closing Statement Section 2.5(a)

 Insurance Policies Section 4.13

 Intended Tax Treatment Section 8.6

 Interests Recitals
 Internet Properties Section 1.1

 Invention Assignment Agreements Section 4.16(e)

 Latest Balance Sheet Date Section 4.4

 Marks Section 1.1

 Multiemployer Plan Section 4.9(b)

 Non-Resident Employees Section 7.10

 Notice of Disagreement Section 2.6(c)

 Patents Section 1.1

 Payment Statement Section 2.4

 Payoff Letters Section 2.3(c)(x)

 Post-Closing Adjustment Section 2.7

 Pre-Closing Tax Refunds Section 8.5

 Purchase Price Section 2.2

 Purchase Price Allocation Section 2.8

 Purchase Price Allocation Methodology Section 2.8

 Purchaser Preamble
 Purchaser DC Plan Section 7.5

 Qualified Benefit Plan Section 4.9(a)

 R&W Costs Cap Section 6.18

 R&W Insurance Policy Section 6.18

 R&W Insurer Section 6.18

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 Term Section / Article
 Restricted Person Section 6.19(a)

 Restriction Period Section 6.19(a)

 Resolution Period Section 2.6(b)

 Right Pocket Section 6.12

 Sale Section 2.1

 Sanctions Section 4.7(c)

 Seller Preamble
 Seller Allocation Notice Section 8.5

 Seller DC Plan Section 7.5

 Seller Disclosure Schedule Article III

 Seller Group Benefit Plans Section 4.8(b)

 Seller Group Guarantees Section 6.17

 Seller Group’s Counsel Section 10.12

 Seller Names Section 6.13(a)

 Seller Related Parties Section 6.18

 Seller Releasees Section 6.16(a)

 Solvent Section 5.8

 Specific Indemnity Items Section 9.3

 Third Party Claim Section 9.7(a)

 Top Customer Section 4.22(a)

 Top Vendor Section 4.22(b)

 Trade Secrets Section 1.1

 Transfer Taxes Section 8.4

 Transferred Marks Section 6.14(a)

 Transferred Releasees Section 6.16(b)

 Tri-Partite Agreement Section 7.1(a)

 WARN Act Section 7.8

 Wrong Pocket Asset Section 6.12

 Wrong Pocket Liability Section 6.12

 Article II

 SALE AND PURCHASE
 Section 2.1 Sale and Purchase of Interests . Upon the terms set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “ Closing ”), Seller shall transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Interests, free and clear of all Liens, other than any restrictions on transfer arising pursuant to U.S. federal securities Law or applicable U.S. state securities Law or any Liens imposed or created by Purchaser or any of its Affiliates (the “ Sale ”).
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 Section 2.2 Purchase Price . In consideration for the Interests, Purchaser shall pay to Seller an aggregate amount of cash equal to: (i)  $70,000,000, plus (ii)  the amount (if any) by which Closing Working Capital is greater than the Target Working Capital, plus (iii)  the Closing Cash Amount, minus (iv) the amount (if any) by which Closing Working Capital is less than the Target Working Capital, minus (v)  the Closing Indebtedness Amount, minus (vi)  the Closing Transaction Expense Amount, minus (vii)  the Closing A/R Amount, minus (viii)  the Closing Transferred Intercompany Accounts Repatriation Taxes (the aggregate amount determined pursuant to this Section 2.2 , the “ Purchase Price ”).
 Section 2.3 Closing .
 (a) The Closing shall take place via electronic exchange of signatures at 07:00 a.m. Central Prevailing Time on the date hereof (“ Closing Date ”).
 (b) Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:
 (i) Purchaser will pay, or cause to be paid, such amount necessary to pay in full, by wire transfer of immediately available funds, on behalf of the Transferred Entities, any portion of the Closing Indebtedness Amount that is payable to third parties pursuant to a Payoff Letter delivered to Purchaser in accordance with Section 2.3(c)(x) , if any, all of which Closing Indebtedness Amount shall be set forth on, and all of which shall be paid in accordance with, the Payment Statement;
 (ii) Purchaser will pay, or cause to be paid, such amount necessary to pay in full, by wire transfer of immediately available funds, the Closing Transaction Expense Amount set forth on, and in accordance with, the Payment Statement (and for the avoidance of doubt, any Transaction Expenses not included in the Payment Statement to be paid off at the Closing shall be paid by Purchaser or its Affiliates (including the Transferred Entities) after Closing);
 (iii) Purchaser shall deliver the Closing Escrow Funds to the Escrow Agent for deposit into the Escrow Account;
 (iv) Purchaser shall deliver the Indemnification Escrow Amount to the Escrow Agent for deposit into the Indemnification Escrow Account;
 (v) Purchaser will pay, or cause to be paid, by wire transfer of immediately available funds to Seller’s account set forth on the Payment Statement, the aggregate amount equal to the Closing Purchase Price minus the sum of (i)   the Closing Escrow Funds and (ii) the Indemnification Escrow Amount; and
 (vi) Purchaser and Seller shall make such other deliveries as are required by Section 2.3(c) and Section 2.3(d) , as applicable.
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 (c) At or prior to the Closing, in addition to such other actions as may be provided for herein, Seller shall deliver, or cause to be delivered, to Purchaser:
 (i) a certificate of good standing for each of the Company and Hollywood Software, Inc. (“ Hollywood Software ”), dated as of a recent date prior to the Closing Date, certifying that the Company and Hollywood Software, Inc. are in good standing in their respective jurisdiction of incorporation;
 (ii) an IRS Form W-9, duly executed by Seller;
 (iii) the Escrow Agreement, duly executed by Seller;
 (iv) the Restructuring Agreement, duly executed by all parties thereof;
 (v) the Transition Services Agreement, duly executed by Seller and applicable Seller Group entities;
 (vi) the Intellectual Property Cross License Agreement, duly executed by Seller;
 (vii) the Payment Statement;
 (viii) resignations, effective at and subject to the Closing, of the directors, managers and officers of the Company, Hollywood Software, Rentrak Latin American Stockholder LLC and Rentrak Germany GmbH;
 (ix) final invoices, dated on or about the Closing Date and in form and substance reasonably satisfactory to Purchaser, from each Person that will receive a payment as a Transaction Expense;
 (x) customary payoff letters substantially in the form attached as Schedule 2.3(c)(x) from the holders of Closing Indebtedness Amount identified on Schedule 2.3(c)(x) (the “ Payoff Letters ”), specifying that, upon receipt of the applicable Payoff Amount, such Indebtedness shall be discharged and satisfied in full, the documentation for such Indebtedness shall be automatically terminated and any Liens in respect thereof will be automatically released, along with a duly executed IRS Form W-9 from each such payee;
 (xi) reasonable evidence of the release of any Liens in respect of Indebtedness for borrowed money on the Transferred Entities (including any Lien on Business Intellectual Property) that are not Permitted Liens;
 (xii) assignments of membership interests in respect of the Interests from Seller to Purchaser; and
 (xiii) the India Transition Services Agreement, duly executed by Hollywood Software and Indian Seller Entity.
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 (d) At or prior to the Closing, in addition to such other actions as may be provided for herein, Purchaser shall deliver, or cause to be delivered, to Seller:
 (i) the Escrow Agreement, duly executed by Purchaser and the Escrow Agent;
 (ii) the Transition Services Agreement, duly executed by Purchaser;
 (iii) the Intellectual Property Cross License Agreement, duly executed by Purchaser; and
 (iv) a copy of the R&W Insurance Policy, the coverage under which policy shall be effective as of the Closing Date.
 Section 2.4 Closing Statement . Seller has prepared and delivered to Purchaser prior to the Closing Date, a statement that contains Seller’s good faith estimate, with reasonable supporting documents, of each of: (a)  the Closing Working Capital, (b)  the Closing Cash Amount, (c)  the Closing Indebtedness Amount, (d)  the Closing Transaction Expense Amount, (e)  the Closing A/R Amount, and (f)  the Closing Transferred Intercompany Accounts Repatriation Taxes (such statement, the “ Estimated Closing Statement ”), which was accompanied by a notice that sets forth: (i) Seller’s determination of the Purchase Price based on such estimated amounts (the “ Closing Purchase Price ”, and the Closing Purchase Price plus the Closing A/R Amount, the “ Closing Non-A/R Purchase Price ”) and (ii) the payee wire instructions for each payment to be made pursuant to Section 2.3(b)(i) through Section 2.3(b)(v) and the amount to be transferred to each such account (the “ Payment Statement ”). The Estimated Closing Statement was prepared in accordance with the Accounting Principles and the definitions contained in this Agreement. Purchaser shall be entitled to rely on the Payment Statement and the Estimated Closing Statement, without any requirement to independently verify the accuracy thereof, and shall have no Liability with respect to any payments made by or on behalf of Purchaser based thereon that are made in accordance therewith, regardless of any review or comments delivered by Purchaser to Seller of or with respect to either the Payment Statement or the Estimated Closing Statement.
 Section 2.5 Post-Closing Statements .
 (a) Within one hundred twenty (120) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Seller a statement that sets forth: (i)  the Closing Working Capital, (ii)  the Closing Cash Amount, (iii)  the Closing Indebtedness Amount, (iv)  the Closing Transaction Expense Amount, (v)  the Closing A/R Amount, and (vi)  the Closing Transferred Intercompany Accounts Repatriation Taxes, together with reasonable support and detail of Purchaser’s calculations of the foregoing amounts (such statement, the “ Initial Closing Statement ”). The Initial Closing Statement shall be prepared in accordance with the Accounting Principles and the definitions contained in this Agreement.
 (b) Following the delivery of the Initial Closing Statement until the date the Final Closing Statement has become final and binding in accordance with Section 2.6(c) , Seller
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 and its Representatives shall be permitted to access and review the books, records and work papers of the Transferred Entities and Purchaser that are related to the calculations of the Closing Working Capital, the Closing Cash Amount, the Closing Indebtedness Amount, the Closing Transaction Expense Amount, the Closing Transferred Intercompany Accounts Repatriation Taxes and the Closing A/R Amount, and Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, reasonably cooperate with and assist Seller and its Representatives in connection with such review, including by providing access to such books, records and work papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours; provided , that such access and cooperation does not interfere unreasonably with the operation of the Business and no such access or cooperation covenants shall require Purchaser or any of its Affiliates to disclose documents or information if the disclosure thereof would violate confidentiality obligations or compromise the preservation of privilege in such materials.
 (c) Purchaser agrees that, following the Closing until the date the Initial Closing Statement has become final and binding in accordance with Section 2.6(c) , it will not intentionally take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Business Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based, that are inconsistent with the Accounting Principles or that would impede or delay, or have the primary purpose of affecting, the determination of the amount of the Closing Working Capital, the Closing Cash Amount, the Closing Indebtedness Amount, the Closing Transaction Expense Amount, the Closing Transferred Intercompany Accounts Repatriation Taxes or the Closing A/R Amount or that would impede or delay the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement.
 Section 2.6 Reconciliation of Initial Closing Statement .
 (a) Seller shall notify Purchaser in writing no later than forty-five (45) days after Seller’s receipt of the Initial Closing Statement if Seller disagrees with the Initial Closing Statement, which notice shall set forth Seller’s calculation of the Purchase Price and describe the basis for such disagreement (the “ Notice of Disagreement ”). If no Notice of Disagreement is delivered to Purchaser within such forty-five (45)-day period, then the Initial Closing Statement shall become final and binding upon the parties in accordance with Section 2.6(c) . If a Notice of Disagreement is delivered to Purchaser within such forty-five (45) day period, then only such portions of the Initial Closing Statement that Seller does not identify or disagree with in the Notice of Disagreement shall become final and binding upon the parties in accordance with Section 2.6(c) .
 (b) During the thirty (30) days immediately following the delivery of a Notice of Disagreement (the “ Resolution Period ”), Seller and Purchaser shall seek in good faith to resolve any differences that they may have with respect to the matters identified in the Notice of Disagreement.
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 (c) If, at the end of the Resolution Period, Seller and Purchaser are unable to resolve any differences that they have with respect to the matters identified in the Notice of Disagreement, Seller and Purchaser shall submit all matters that remain in dispute with respect to the Notice of Disagreement to the Independent Accounting Firm. Within thirty (30) days after submission of such matters in dispute to the Independent Accounting Firm, the Independent Accounting Firm shall make a final determination in accordance with the Accounting Principles and the definitions contained in this Agreement and based solely on the written submissions of the parties and not an independent review, binding on the parties to this Agreement (absent fraud or manifest error), of the appropriate amount of each of the matters that remain in dispute solely to the extent indicated in the Notice of Disagreement that Seller and Purchaser have submitted to the Independent Accounting Firm. With respect to each disputed matter, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, or less than the lower, of the amounts advocated by Seller in the Notice of Disagreement or by Purchaser in the Initial Closing Statement with respect to such disputed matter. For the avoidance of doubt, the Independent Accounting Firm shall not review or make any determination with respect to any matter other than the matters that remain in dispute to the extent indicated in the Notice of Disagreement and shall not consider any events or developments that occurred after the Closing. The Initial Closing Statement as finally determined either through agreement of the parties pursuant to Section 2.6(a) or Section 2.6(b) or through the action of the Independent Accounting Firm pursuant to this Section 2.6(c) , shall be the “ Final Closing Statement ”.
 (d) All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne on a proportionate basis by Seller, on the one hand, and Purchaser, on the other hand, based on the percentage which the portion of the contested amount not awarded to such Person bears to the amount actually contested. For example, if the total amount of the disputed matter equals $1,000 and the Independent Accounting Firm awards $600 in favor of Seller’s position, sixty percent (60%) of the costs of its review would be borne by Purchaser and forty percent (40%) of the costs would be borne by Seller. The allocation of such fees and expenses shall be determined by the Independent Accounting Firm in accordance with the foregoing sentence, which shall be binding and conclusive on the parties. During the review by the Independent Accounting Firm, each of Purchaser and Seller shall, and shall cause its respective Subsidiaries (including, in the case of Purchaser, the Transferred Entities) and its and their respective employees, accountants and other Representatives to, each make available to the Independent Accounting Firm interviews with such personnel, and such information, books and records and work papers, as may be reasonably requested by the Independent Accounting Firm to fulfill its obligations under Section 2.6(c) and neither Purchaser nor Seller shall engage in any ex parte communication with the Independent Accounting Firm on matters relating to the Initial Closing Statement or Notice of Disagreement. In acting under this Agreement, the Independent Accounting Firm shall be entitled to the privileges and immunities of an arbitrator, it being understood that in acting under this Agreement, the Independent Accounting Firm shall be functioning as an expert and not as an arbitrator.
 (e) The process set forth in Section 2.5, this Section 2.6 and Article IX shall be the sole and exclusive remedy of Purchaser and Seller and their respective Affiliates for any
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 disputes related to the Closing Working Capital, the Closing Cash Amount, the Closing Indebtedness Amount, the Closing Transaction Expense Amount, the Closing Transferred Intercompany Accounts Repatriation Taxes, the Closing A/R Amount, the Post-Closing Adjustment, the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith, and the application of the Accounting Principles in determining any such amounts, whether or not the underlying facts and circumstances constitute a breach of any representations, warranties or covenants contained in this Agreement. For the avoidance of doubt, the parties agree that the purpose of the Post-Closing Adjustment is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, classifications or methodologies or to correct for any errors or omissions in the Business Financial Statements, in each case unless explicitly required by the Accounting Principles. The Accounting Principles shall be applied regardless of any breach of representation or warranty in this Agreement and regardless of any aspect of the Business Financial Statements that is not compliant with GAAP.
 Section 2.7 Post-Closing Adjustment .
 (a) The “ Post-Closing Adjustment ” may be either a positive or negative amount, and shall be equal to (i)   (A)  the Closing Working Capital set forth in the Final Closing Statement, minus (B)  the Closing Working Capital set forth in the Estimated Closing Statement, plus (ii)   (A)  the Closing Indebtedness Amount set forth in the Estimated Closing Statement, minus (B)  the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (iii)   (A)  the Closing Cash Amount set forth in the Final Closing Statement, minus (B)  the Closing Cash Amount set forth in the Estimated Closing Statement, plus (iv)   (A)  the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (B)  the Closing Transaction Expense Amount set forth in the Final Closing Statement, plus (v)   (A)  the Closing Transferred Intercompany Accounts Repatriation Taxes set forth in the Estimated Closing Statement, minus (B)  the Closing Transferred Intercompany Accounts Repatriation Taxes set forth in the Final Closing Statement. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment and the Post-Closing A/R Adjustment, shall be the “ Final Purchase Price ”. The Closing Non-AR Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “ Final Non-A/R Purchase Price ”.
 (b) Within five (5) Business Days after the Final Purchase Price, including each of the components thereof, is finally determined pursuant to Section 2.6(c):
 (i) If the Final Non-A/R Purchase Price is greater than the Closing Non-A/R Purchase Price, then (A) Purchaser shall pay to Seller, by wire transfer of immediately available funds to Seller’s account set forth on the Payment Statement, an amount of cash equal to the lesser of the Post-Closing Adjustment and the Closing Escrow Funds (it being understood that the Purchaser’s liability to pay the Post-Closing Adjustment shall not exceed an amount equal to the Closing Escrow Funds) and (B) Seller and Purchaser shall execute and issue a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release the funds in the Escrow Account to Seller.
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 (ii) If the Final Non-A/R Purchase Price is less than the Closing Non-A/R Purchase Price, then Seller and Purchaser shall promptly execute and issue a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release to: (A) Purchaser, an amount of cash from the Escrow Account equal to the lesser of the Post-Closing Adjustment and Closing Escrow Funds (it being understood that Seller’s liability to pay the Post-Closing Adjustment shall not exceed an amount equal to the Closing Escrow Funds), and (B) Seller, any remaining amounts in the Escrow Account after giving effect to clause (A) .
 (iii) If the Final Non-A/R Purchase Price equals the Closing Non-A/R Purchase Price, Seller and Purchaser shall execute and issue a joint written instruction to the Escrow Agent, instructing the Escrow Agent to release the Closing Escrow Funds in the Escrow Account to Seller.
 (c) The “ Post-Closing A/R Adjustment ” may be either a positive or negative amount, and shall be equal to (i) (A) the Closing A/R Amount set forth in the Estimated Closing Statement, minus (B) the Closing A/R Amount set forth in the Final Closing Statement. Within five (5) Business Days after the Post-Closing A/R Adjustment is finally determined pursuant to Section 2.6(c):
 (i) If the Post-Closing A/R Adjustment is a positive amount, then Purchaser shall pay to Seller, by wire transfer of immediately available funds to Seller’s account set forth on the Payment Statement, an amount of cash equal to such amount.
 (ii) If the Post-Closing A/R Adjustment is a negative amount, then Seller shall pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser in writing, an amount of cash equal to the absolute value of such amount.
 Section 2.8 Allocation of Purchase Price . Within ninety (90) days after the Final Purchase Price is determined pursuant to Section 2.7 , Purchaser shall prepare (or cause to be prepared) and shall deliver to Seller a statement allocating the aggregate consideration paid to Seller (including any adjustments made in accordance with this Agreement and any other amounts treated as consideration for the Transferred Entities for U.S. federal and applicable state and local income Tax purposes) among the Transferred Entities in accordance with the Purchase Price Allocation Methodology and otherwise in accordance with Section 1060 of the Code and applicable Treasury Regulations thereunder and any other relevant provisions of Tax Law (the “ Purchase Price Allocation ”). The Purchase Price, and all other amounts treated as consideration for Income Tax purposes, shall be allocated among the assets of the Company (and the assets of any Subsidiary of the Company that is a disregarded entity for Income Tax purposes) in accordance with the methodology set forth on Schedule 2.8 of this Agreement (the “ Purchase Price Allocation Methodology ”). Seller shall review the draft Purchase Price Allocation and, if Seller disagrees with such draft Purchase Price Allocation, Seller shall deliver a notice to Purchaser to such effect and specifying those items as to which Seller disagrees within thirty (30) days after receiving such draft Purchase Price Allocation (“ Seller Allocation Notice ”).  Seller and Purchaser shall cooperate in good faith to resolve any disputes relating to the Purchase Price Allocation; provided , however , that if Seller and Purchaser fail to resolve any such disputes
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 within twenty (20) days (or such longer period as agreed upon in writing between Seller and Purchaser) from the delivery of any Seller Allocation Notice, then Seller and Purchaser shall submit such disputed items to the Independent Accounting Firm to decide such (and solely such) disputed items within thirty (30) days after such submission thereto. The Purchase Price Allocation, as prepared by Purchaser if no Seller Allocation Notice has been timely delivered, or as determined pursuant to an agreement between Seller and Purchaser or pursuant to a resolution by the Independent Accounting Firm in a manner consistent with the procedures set forth in the Purchase Price Allocation Methodology, in each case, pursuant to this Section 2.8 (the “ Final Allocation ”) shall be binding on Purchaser and Seller.  Purchaser and Seller shall prepare their Tax Returns in a manner consistent with the Final Allocation and shall not take a contrary position on any other Tax Return in any Tax audit or in any other Tax communication with any Governmental Entity, except as required by Law. The Final Allocation shall be revised upon any adjustments to the consideration paid to Seller consistent with the methodology of the Final Allocation.
 Section 2.9 Withholding . The Parties hereto shall be entitled to deduct and withhold from the consideration otherwise payable or deliverable in connection with the transactions contemplated by this Agreement to any Person such amounts required to be deducted and withheld with respect to the making of any such payments under the Code or any provision of U.S. state or local or non-U.S. Tax Law. Except with respect to deduction and withholding arising in connection with compensatory payments or Seller’s failure to deliver the form described in Section 2.3(c)(ii) , Purchaser shall provide Seller with at least five (5) days prior written notice of any such anticipated deduction and withholding, and the Parties shall cooperate in good faith to reduce or eliminate any such deduction and withholding to the extent permitted under applicable Law. To the extent that amounts are withheld and properly remitted to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
 Article III

 REPRESENTATIONS AND WARRANTIES REGARDING SELLER
 Seller represents and warrants to Purchaser that the statements in this Article III are true, complete and correct as of the date of this Agreement, except as set forth in the schedules accompanying this Article III (together with the schedules accompanying Article IV, the “Seller Disclosure Schedule”). The Seller Disclosure Schedule has been arranged for purposes of convenience in separate sections corresponding to the sections of this Article III and Article IV; however, information disclosed on one section of the Seller Disclosure Schedule shall be deemed to be disclosed on another section of the Seller Disclosure Schedule or be deemed to be an exception to another representation and warranty in this Article III or Article IV, in each case, if the relevance of such information to such other section of the Seller Disclosure Schedule is reasonably apparent on its face, without reference to any other document or information.
 Section 3.1 Organization and Qualification . Seller, and each applicable member of the Seller Group that is a party to any Ancillary Agreement, is a legal entity duly organized, validly
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 existing and in good standing (to the extent good standing is a legal principle applicable in such jurisdiction) under the Laws of the jurisdiction of its organization, and Seller, and each applicable member of the Seller Group that is a party to any Ancillary Agreement, has all requisite corporate or other organizational power and authority to carry on its businesses as now conducted and is qualified to do business and is in good standing (to the extent good standing is a legal principle applicable in such jurisdiction) as a foreign corporation or other legal entity in each jurisdiction where the conduct of its business requires such qualification, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.
 Section 3.2 Authority . Seller, and each applicable member of the Seller Group that is a party to any Ancillary Agreement, has all necessary corporate or similar power and authority, and has taken all corporate or similar action necessary, to execute, deliver and perform this Agreement and the Ancillary Agreements, in each case to the extent such Person is a party to such Contract, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, in each case to the extent such Person is a party to such Contract, in accordance with the terms hereof and thereof. No other proceedings are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Agreements by Seller or such member of the Seller Group, as applicable. No vote or other approval of the equityholders of Seller or any member of the Seller Group is required in connection with the execution, delivery or performance of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms hereof and thereof, whether by reason of applicable Law, the Organizational Documents of Seller or any member of the Seller Group, the rules or requirements of any securities exchange, or otherwise. This Agreement and each Ancillary Agreement have been duly and validly executed and delivered by Seller or the applicable member of the Seller Group, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Agreement by Purchaser, constitutes, a valid, legal and binding agreement of Seller or the applicable member of the Seller Group, as applicable, enforceable against Seller or the applicable member of the Seller Group, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “ Enforceability Exceptions ”).
 Section 3.3 No Conflicts .
 (a) No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Seller or the applicable member of the Seller Group, as applicable, for the execution, delivery and performance by Seller or such member of the Seller Group of this Agreement or any Ancillary Agreement to which Seller or such member of the Seller Group, as applicable, is a party, or the consummation by Seller or such member of the Seller Group, as applicable, of the transactions contemplated hereby or thereby, except any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain which would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.
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 (b) Neither the execution, delivery and performance of this Agreement or any Ancillary Agreement to which Seller or the applicable member of the Seller Group is a party, nor the consummation by Seller or such member of the Seller Group, as applicable, of the transactions contemplated hereby or thereby, as applicable, will: (i)  conflict with or result in any breach, violation or infringement of any provision of the Organizational Documents of Seller or such member of the Seller Group, as applicable, (ii)  result in a breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a default , require any notice, give rise to any right of payment, consent, termination, amendment, cancellation or acceleration, result in the loss of any material benefit, or result in the creation of any Lien (except for Permitted Liens), under any of the terms, conditions or provisions of any Contract or Permit binding on Seller or such member of the Seller Group, or any of their respective assets, or (iii) violate any Law or Order applicable to Seller or such member of the Seller Group, as applicable, or any of its properties or assets, except, in the case of clauses (ii) or (iii) , as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.
 Section 3.4 Ownership; Title . Seller has valid title to the Interests, free and clear of all Liens other than any restrictions on transfer arising pursuant to U.S. federal securities Law or applicable U.S. state securities Law or any Permitted Liens described in clauses (j) or (k) in the definition of “Permitted Liens”. Immediately following the Closing, Purchaser or its designee, as applicable, will be the record and beneficial owner of the Interests, and have valid title to the Interests, free and clear of all Liens, other than Liens imposed or created by Purchaser or any of its Affiliates.
 Section 3.5 Litigation . There is no Action pending or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect. Neither Seller nor any of its Subsidiaries is subject to any outstanding Order, except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.
 Section 3.6 Brokerage . No Person is entitled to any brokerage commissions, finders’ fees, financial advisor fees, investment banker fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of Seller that a Transferred Entity could be liable for.
 Section 3.7 No Additional Representation or Warranties . Except for the representations and warranties set forth in this Agreement and the Ancillary Agreements, none of Seller, its Affiliates or any of its or their Representatives makes or has made any other representation or warranty, express or implied, at law or in equity, in respect of Seller, the Transferred Entities or their respective Affiliates, or the Business. Any such other representation or warranty is hereby expressly disclaimed. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by Seller in this Agreement and the Ancillary Agreements, none of Seller, its Affiliates or any of its or their Representatives makes or has made any representation or warranty to Purchaser or any of its Affiliates or Representatives with respect to: (a) any financial projection, forecast, estimate or budget of
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 future results or future financial condition relating to Seller, any of the Transferred Entities or the Business, or (b) any oral or written information presented to Purchaser or any of its Affiliates or Representatives in the course of their due diligence investigation of Seller, any of the Transferred Entities or the Business, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
 Article IV

 REPRESENTATIONS AND WARRANTIES REGARDING THE TRANSFERRED ENTITIES AND THE BUSINESS
 Seller represents and warrants to Purchaser that the statements in this Article IV are true, complete and correct as of the date of this Agreement, except as set forth in the Seller Disclosure Schedule.
 Section 4.1 Organization of the Transferred Entities . Section 4.1 of the Seller Disclosure Schedule contains a true, complete, and correct list, as of the date hereof, of each Transferred Entity’s jurisdiction of incorporation and each other jurisdiction where it is qualified or licensed to do business. Each Transferred Entity is a legal entity: (a)  duly organized and validly existing and in good standing (to the extent good standing is a legal principle applicable in the applicable jurisdiction) under the Laws of the jurisdiction of its organization and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted, and (b)  duly qualified or licensed to do business and is in good standing (to the extent good standing is a legal principle applicable in the applicable jurisdiction) in each jurisdiction where the character of the properties owned, leased or licensed by it or the nature of its business makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing would not be material to such Transferred Entity or the Business.
 Section 4.2 Capitalization of the Transferred Entities .
 (a) The Interests are duly authorized, validly issued, fully paid and nonassessable. Except for the Interests, no Equity Interests of the Company are issued and outstanding.
 (b) Section 4.2 of the Seller Disclosure Schedule contains a true, complete and correct list, as of the date hereof, of each of the Transferred Entities, the jurisdiction of its incorporation or organization and the record owner of the outstanding Equity Interests of each such Transferred Entity. All Equity Interests of the Transferred Entities are duly authorized, validly issued, fully paid and nonassessable, and, as of the Closing, will be owned by the Seller (in the case of the Company) or another Transferred Entity free and clear of all Liens other than any restrictions on transfer arising pursuant to U.S. federal securities Law or applicable U.S. state securities Laws (or any similar applicable non-U.S. Laws) or any Permitted Liens described in clauses (j) or (k) in the definition of “Permitted Liens”, solely in the case of Permitted Liens described in clause (k) in the definition of “Permitted Liens”, to the extent such liens are actually discharged. As of the date hereof, there are no Equity Interests of any Transferred Entity issued,
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 reserved for issuance, or outstanding that are not owned by the Seller (in the case of the Company) or another Transferred Entity, and there are no securities or rights of any Transferred Entity, or Contracts, commitments, understandings or arrangements, contingent or otherwise, by which any Transferred Entity is bound obligating such Transferred Entity to redeem or otherwise acquire any Equity Interests of such Transferred Entity.
 (c) Except as set forth in Section 4.2 of the Seller Disclosure Schedule: (i) there are no outstanding or authorized options, warrants, calls, subscriptions, convertible securities, exchangeable securities or other rights, agreements, arrangements or commitments of any kind relating to the issuance, sale, redemption, repurchase, transfer or voting of any Equity Interests of any Transferred Entity, (ii) no Transferred Entity has any outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote, or which are convertible into or exercisable for securities having the right to vote, with the holders of Equity Interests of such Transferred Entity on any matter, (iii) there are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to any Transferred Entity and (iv) there are no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of any Equity Interests of any Transferred Entity.
 (d) Except for ownership of another Transferred Entity, no Transferred Entity owns, directly or indirectly, any Equity Interest in any Person, or any option, warrant, call, subscription, convertible or exchangeable security or other right to acquire any Equity Interest in any Person.
 Section 4.3 Authorization; No Breach . Except as set forth in Section 4.3 of the Seller Disclosure Schedule, the execution, delivery and performance by each Transferred Entity of this Agreement and each other Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby, and compliance by each Transferred Entity with any of the provisions hereof or thereof, does not and will not: (a) conflict with, result in any material breach of, require any consent, authorization or notice under, constitute a default under (with or without notice or lapse of time or both), result in a violation of, give rise to any right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or give rise to any obligation of such Transferred Entity to make any payment under or filing with respect to, any provision of: (i) the Organizational Documents of such Transferred Entity, (ii) any Contract or Permit to which such Transferred Entity is a party or by which any of its assets are bound, (iii) any Order applicable to such Transferred Entity or any of the material properties or assets of such Transferred Entity, or (iv) any applicable Law to which such Transferred Entity is subject, except, in the case of clause (ii), for any such conflict, breach, consent, authorization, notice, default, violation, termination, cancellation, acceleration, loss, payment obligation or filing that would not reasonably be expected to be material to such Transferred Entity or the Business, taken as a whole, or materially impair or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements; or (b) result in the creation of any Lien upon any properties or assets of such Transferred Entity, other than Permitted Liens. No authorization, consent or approval of, or filing with, any Governmental Entity or any other Person is required in connection with any of the execution, delivery or performan
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 ce of this Agreement or the other Ancillary Agreements by the Transferred Entities or the consummation by the Transferred Entities of the transactions contemplated hereby or thereby, except where the failure to obtain such authorization, consent, or approval or to make such filing would not reasonably be expected to be, individually or in the aggregate, material to such Transferred Entity or the Business.
 Section 4.4 Financial Statements .
 (a) Section 4.4(a) of the Seller Disclosure Schedule sets forth the unaudited combined balance sheets of the Business as of each of December 31, 2025 (the “ Latest Balance Sheet Date ”) and December 31, 2024, and the related unaudited combined statements of operations for the years ended December 31, 2025 and December 31, 2024, respectively (collectively, the “ Business Financial Statements ”). The Business Financial Statements have been prepared from and are consistent with the books and records relating to the Business, have been prepared in accordance with GAAP consistently applied throughout the periods indicated, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business, as of the dates thereof or the periods then ended; provided that the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that: (i) the Business has not operated on a separate stand-alone basis, (ii) the Business Financial Statements are not indicative of what the results of operations and financial position of the Business or the Transferred Entities will be in the future, and (iii) the Business Financial Statements are subject to the absence of notes and the absence of statements of cash flows.
 (b) Seller has implemented and maintained a system of internal controls over financial reporting appropriate for and relating to the Business reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP consistently applied, including that: (i) material transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, and (iii) access to material assets relating to the Business is permitted only in accordance with management’s general or specific authorization.
 (c) The accounts receivable of the Business and the Transferred Entities reflected on the books and records relating to the Business and the Transferred Entities and included in the Business Financial Statements, or arising after the date thereof: (i) represent valid obligations arising from sales made or services actually performed in the Ordinary Course of Business, (ii) are carried at values determined in accordance with GAAP consistently applied, and (iii) are not subject to any material dispute, claim, setoff or counterclaim, except to the extent reserved for in the Business Financial Statements. All accounts payable of the Business and the Transferred Entities reflected in the Business Financial Statements, or arising after the date thereof, are the result of bona fide transactions in the Ordinary Course of Business and are not delinquent in any material respect.
 Section 4.5 Undisclosed Liabilities . As of the Closing Date, there is no Liability of the Business or the Transferred Entities, except for Liabilities: (a) reflected or reserved for on the
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 Business Financial Statements or disclosed in the notes thereto, (b) that have arisen in the Ordinary Course of Business since the Latest Balance Sheet Date, (c) incurred in connection with the transactions contemplated by this Agreement, (d) disclosed in this Agreement (including the Seller Disclosure Schedule hereto), (e) arising under the terms of any Contract to which a Transferred Entity is a party (and not as a result of any breach thereof), or (f) which would not reasonably be expected to be, individually or in the aggregate, material to the Transferred Entities or the Business, taken as a whole.
 Section 4.6 Litigation and Proceedings . Except as set forth in Section 4.6 of the Seller Disclosure Schedule, there are no and, during the last three (3) years, there have been no material Actions pending, threatened in writing or, to the Knowledge of Seller, otherwise threatened against any Transferred Entity (or any of its properties, assets, or managers or officers (in their capacities as such)) or the Business, at law or in equity, including before or by any Governmental Entity. Except as set forth on Section 4.6 of the Seller Disclosure Schedule, neither any Transferred Entity nor the Business is subject to or bound by any outstanding Order and, during the last three (3) years, neither any Transferred Entity nor the Business has been party to any Order that was, or is reasonably expected to be, material to the Transferred Entities, taken as a whole, or the Business.
 Section 4.7 Legal Compliance .
 (a) Except as set forth in Section 4.7(a) of the Seller Disclosure Schedule: (i) none of the Transferred Entities is, or since the date that is three (3) years prior to the date hereof has been, in material violation of any Laws or Order issued by a Governmental Entity applicable to the Business, the Transferred Entities or their respective assets, and (ii) neither Seller nor any of the Transferred Entities has, since the date that is three (3) years prior to the date hereof, received any written notice or, to the Knowledge of Seller, other notice alleging any such violation in connection with the Business, the Transferred Entities or their respective assets. To the Knowledge of Seller, no Transferred Entity is being investigated by any Governmental Entity for any such violation, and there are no threatened investigations by any Governmental Entity with respect thereto.
 (b) Without limiting the generality of Section 4.7(a) , except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, since the date that is three (3) years prior to the date hereof: (i)  neither Seller (in connection with the Business) nor any of the Transferred Entities has violated any applicable Law relating to: (A) anti-bribery or anticorruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended and the U.K. Bribery Act 2010, in each case, as in effect at the time of such action (all such Laws, “ Anticorruption Laws ”), or (B) anti-money laundering and countering the financing of terrorism and related financial record keeping and reporting requirements in any jurisdiction in which any Transferred Entity is located or doing business, including the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, and the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 2017 and the Terrorist Asset-Freezing Act 2010, in each case, as in effect at the time of such action (all such
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 Laws, “ Anti-Money Laundering Laws ”), (ii)  to the Knowledge of Seller, no director, officer, agent, employee, representative, consultant or other Person acting for or on behalf of Seller (in connection with the Business) or any of the Transferred Entities has violated any Anticorruption Law or any Anti-Money Laundering Law, and (iii) through the date hereof, neither Seller (in connection with the Business) nor any of the Transferred Entities has received any written notice alleging any such violation of any Anticorruption Law or of any Anti-Money Laundering Law.
 (c) Without limiting the generality of Section 4.7(a) , each of Seller and the Transferred Entities has complied in all material respects with all applicable laws and regulations pertaining to trade and economic sanctions administered by the United States and any other applicable jurisdiction provided the sanctions imposed by such sanctions authority are not in conflict with the laws of the United States (collectively, “ Sanctions ”). Except as set forth in Section 4.7(c) of the Seller Disclosure Schedule, neither Seller nor any Transferred Entity is, and none of their directors, officers, or employees, or, to the Knowledge of Seller, any other Person associated with or acting on behalf of Seller or any Transferred Entity is: (i) organized under the laws of, ordinarily resident in, or located in a Sanctioned Jurisdiction, (ii) owned or controlled by the government of a Sanctioned Jurisdiction, (iii) designated on any applicable sanctioned parties list, including the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identification List and the U.S. Commerce Department’s Denied Persons List, Entity List and Military End-User List (collectively, “ Designated Parties ”); or (iv) fifty percent (50%) or more owned or, where relevant under applicable Sanctions, controlled, individually or in the aggregate, by one or more Designated Party. For the past five (5) years, neither Seller nor any Transferred Entity has been, and none of their officers, directors, or employees has been: (A) the subject or target of any investigation, prosecution, other enforcement action, or government inquiry related to Sanctions violations; or (B) submitted a voluntary self-disclosure to any U.S. or other relevant Governmental Entity regarding actual or potential Sanctions violations.
 (d) Without limiting the generality of Section 4.7(a) , for the past five (5) years, each of Seller (in connection with the Business) and the Transferred Entities has complied, in all material respects, with applicable provisions of export control laws and regulations of the United States, including the Export Administration Regulations and the International Traffic in Arms Regulations, and the export control laws and regulations of any other applicable jurisdiction (collectively, “ Export Control Laws ”). There are no pending or, to the Knowledge of Seller, material threatened claims or investigations against Seller (in connection with the Business) or any Transferred Entity with respect to Export Control Laws.
 (e) Each of the Transferred Entities has instituted, maintains, and enforces policies and procedures reasonably designed to ensure compliance with applicable Sanctions, Anti-Money Laundering Laws and Anticorruption Laws.
 Section 4.8 Contracts; No Defaults .
 (a) Section 4.8(a) of the Seller Disclosure Schedule contains a listing of all Contracts Related to the Business described in clauses (i) through (xix) below (for the sake of clarity, not including purchase orders and invoices and any Transferred Entity Benefit Plan or
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 Seller Benefit Plan other than the employment, severance and retention agreements required to be set forth on Section 4.8(a)(vii) of the Seller Disclosure Schedule) (each such Contract listed or required to be listed on Section 4.8(a) of the Seller Disclosure Schedule and each unexpired purchase order and invoice that contains independent or additional terms and conditions, that would be required to be listed on Section 4.8(a) of the Seller Disclosure Schedule if it were not a purchase order or invoice, a “ Business Material Contract ”):
 (i) Each Contract with: (A) Top Customers, and (B) Top Vendors;
 (ii) Each Contract under which any Transferred Entity is required to pay, or is entitled to receive, in the aggregate, $300,000 or more;
 (iii) Each Contract relating to the acquisition or disposition, whether by merger, sale of stock, sale of assets or otherwise, of, or investment in, any Person or material assets or line of business entered into during the past three (3) years or pursuant to which any Transferred Entity has any outstanding rights, Liabilities or obligations, contingent or otherwise, including with respect to the future acquisition or disposition of, or investment in, any Person or material assets or line of business;
 (iv) Each Contract concerning the operation or establishment of a partnership, joint venture or similar arrangement with a third party (in each case, other than with respect to Transferred Entities), or that otherwise involves the sharing of material revenue, profits, losses, costs or Liabilities with any third party;
 (v) Each Contract requiring: (A) capital expenditures after the date of this Agreement in any annual amount in excess of $100,000, and (B) any loans, advances or capital contributions to, or investments in, any Person in excess of $100,000 (other than intercompany agreements between Transferred Entities);
 (vi) Each Contract listed falling under clauses (i) or (ii) of this Section 4.8(a) containing: (A) covenants limiting the freedom of the Business or any Transferred Entity to compete with any Person in a product line or line of business or to operate in any geographic area, (B) an exclusivity provision (other than in favor of a Transferred Entity), including granting to any Person other than any Transferred Entity any exclusive license, supply, distribution, purchase or similar rights, (C) most favored nation rights binding on any Transferred Entity (other than in favor of a Transferred Entity), (D) rights of first refusal over any asset of the Business or equity or other rights of any Transferred Entity (other than in favor of a Transferred Entity), (E) any non-solicitation or similar restrictive covenant (other than in favor of a Transferred Entity), or (F) any consent or termination rights that would be triggered by a change of control of the Company, in each case, binding on the Business or any Transferred Entity;
 (vii) Each contract between a Transferred Entity and any employee of a Transferred Entity with a salary of $100,000 or more that contains severance or other retention bonus obligations of any Transferred Entity;
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 (viii) Each Contract relating to the settlement, release, compromise or waiver of any material rights, claims, Actions or Liabilities of any Transferred Entity that has not been satisfied in full or that imposes a non-monetary restriction on any Transferred Entity that remains in effect;
 (ix) Each Contract pursuant to which any Transferred Entity directly licenses material Intellectual Property: (A) from a third party, other than click-wrap, shrink-wrap and off-the-shelf Software licenses, and any other Software licenses that are commercially available on reasonable terms to the public generally for less than $100,000, or (B) that is owned or purported to be owned by such Transferred Entity and licensed to a third party on an exclusive basis;
 (x) Each Contract that (A) provides for any invention, creation, conception or other development of any Intellectual Property that is material to the Business: (1) by any Transferred Entity for any other Person, (2) by any Transferred Entity jointly with any other Person, or (3) for any Transferred Entity by any other Person (excluding any Invention Assignment Agreements) or (B) provides for the assignment or other transfer of any ownership interest in any Intellectual Property: (x) to any Transferred Entity by any other Person (excluding any Invention Assignment Agreements), or (y) by any Transferred Entity to any other Person;
 (xi) Each Contract providing for indemnification by any Transferred Entity of any manager, officer, employee or agent of any Transferred Entity;
 (xii) Each Contract, guaranty, agreement, indenture, note, bond or similar instrument relating to Indebtedness of the type referred to in clauses (a) and (b) of the definition of Indebtedness, or relating to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company;
 (xiii) Each lease or other Contract under which any Transferred Entity is: (A) lessee of, or holds or operates, any material personal property owned by any other Person, or (B) lessor of, or permits any third party to hold or operate, any material property, whether real or personal, owned, controlled or leased by any Transferred Entity;
 (xiv) Each Contract with any Governmental Entity;
 (xv) Each Shared Contract;
 (xvi) Each Seller Group Guarantee;
 (xvii) Each power of attorney or similar grant of authority that is material to the Business and not granted in the Ordinary Course of Business;
 (xviii) Each Contract that is a collective bargaining agreement, collective bargaining relationship or any other agreement with a labor organization; and
 (xix) Each Contract required to be set forth on Section 4.3 , Section 4.20(a) and Section 4.20(b) of the Seller Disclosure Sch…