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(1)

Represents shares of common stock, par value $0.001 per share (the “Common Stock”), of comScore, Inc. (the “Company” or the “Registrant”), issuable pursuant to the comScore, Inc. 2018 Equity and Incentive Compensation Plan (the “Plan”) and being registered hereon, including 10,650,000 shares of Common Stock approved for issuance under the Plan and an estimated 1,841,277 shares of Common Stock subject to awards granted under the comScore, Inc. 2007 Equity Incentive Plan that may expire or be cancelled, forfeited, settled for cash or unearned and thereby become available for issuance under the terms of the Plan.

(2)	Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan.

(3)	Estimated solely for calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, on the basis of the average of the high and low prices of the Common Stock on the OTC Pink Tier on May 29, 2018, a date that is within five business days prior to filing.

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(a)	The Company’s Annual Report on Form 10-K for the year ended December 31, 2017;

(b)	The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018;

(c)	The Company’s Current Reports on Form 8-K filed with the Commission on January 16, 2018, February 2, 2018, March 5, 2018, March 19, 2018, March 26, 2018, April 20, 2018, April 26, 2018 and May 18, 2018, and the Company’s Current Report on Form 8-K/A filed with the Commission on May 23, 2018 (other than the portions of those documents not deemed to be filed); and

(d)	The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-33520), filed with the Commission on May 30, 2018, together with all amendments or reports filed for the purpose of updating such description.

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Item 9.	Undertakings.

	(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

	(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

	(A)    Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

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	(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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