AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG COMSCORE, INC., CS AD SOLUTIONS, LLC, ADXPOSE, INC. DRAPER ASSOCIATES, L.P. DRAPER FISHER JURVETSON FUND IX, L.P. DRAPER FISHER JURVETSON PARTNERS IX, LLC AND DRAPER FISHER JURVETSON FUND...Agreement and Plan of Merger • August 12th, 2011 • Comscore, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 10, 2011 by and among comScore, Inc., a Delaware corporation (“Parent”), CS AD SOLUTIONS, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), AdXpose, Inc., a Delaware corporation (the “Company”), Draper Associates, L.P., a California limited partnership, Draper Fisher Jurvetson Fund IX, L.P., a Cayman Islands exempted limited partnership and Draper Fisher Jurvetson Partners IX, LLC, a California limited liability company (collectively, “DFJ” and individually a “DFJ Entity”) and Draper Fisher Jurvetson Fund IX, L.P., a Cayman Islands exempted limited partnership, who will serve as the representative of the Company’s stockholders and is a party to this Agreement solely in such capacity (the “Stockholder Representative”).
