Management Stockholder's Agreement



 Exhibit 10.22(e) 
 EXECUTION COPY 
 MANAGEMENT STOCKHOLDER’S AGREEMENT 
 (Pereg Holdings LLC) 
 This Management
Stockholder’s Agreement (this “Agreement”) is entered into as of June 4, 2007 (the “Effective Date”) by and among Valcon Acquisition Holding B.V., a private company with limited liability incorporated
under the laws of The Netherlands and having its registered office in Haarlem, The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of
Luxembourg (“Luxco”), Pereg Holdings LLC (the “Management Stockholder”), and Itzhak Fisher (the “Executive”) (the Company, Luxco, the Management Stockholder and the Executive being hereinafter
collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof. 
 WHEREAS, the Company is a subsidiary of Luxco, which is controlled by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis
Roberts & Co. and Thomas H. Lee Partners (collectively, the “Investors”); 
 WHEREAS, on March 8, 2006, Valcon
Acquisition B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Valcon Acquisition B.V.”) and a wholly-owned subsidiary of the Company, entered into a merger protocol, as amended on
May 4, 2006, to acquire VNU N.V., a public company with limited liability organized under the laws of The Netherlands, and subsequently converted into VNU Group B.V., a private company with limited liability incorporated under the laws of The
Netherlands, and which subsequently changed its name to The Nielsen Company B.V. (“Nielsen”); 
 WHEREAS, the Management
Stockholder is providing the services of the Executive pursuant to a letter agreement with Nielsen dated April 26, 2007 (the “Engagement Letter”); 
 WHEREAS, the Management Stockholder has been selected by the Company to acquire ordinary shares of the Company (the “Common Stock”) and, in connection therewith, will receive options to acquire shares
of Common Stock (together with any options to acquire shares of Common Stock granted to the Management Stockholder after the Effective Date, the “Options”) pursuant to the terms set forth below and the terms of the 2006 Stock
Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. (the “Option Plan”) and (i) the Stock Option Agreement dated as of the date hereof, entered into by and between the Company and the Management
Stockholder with respect to certain stock options of BuzzMetrics Ltd. which are being exchanged for Options (the “Rollover Stock Option Agreement”) and (ii) the Stock Option Agreement dated as of the date hereof, entered into
by and between the Company and the Management Stockholder with respect to an aggregate of 700,000 Time and Performance Options (the “Additional Stock Option Agreement”; and together with the Rollover Stock Option Agreement, the
“Stock Option Agreements”); and 







 WHEREAS, this Agreement is one of several other agreements (“Other Management
Stockholders’ Agreements”) which have been, or which in the future will be, entered into between the Company and other individuals who are or will be key employees of the Company or one of its subsidiaries (collectively, the
“Other Management Stockholders”); 
 NOW THEREFORE, to implement the foregoing and in consideration of the issuance
of shares of Common Stock and the grant of Options and of the mutual agreements contained herein, the Parties agree as follows: 
 1.
Issuance of Options; Purchased Stock. 
 (a) The Management Stockholder hereby subscribes for, as of the Effective Date, and the
Company shall issue to the Management Stockholder as of the Effective Date, 411,142 shares of Common Stock, at a per share price of $10.00 (the “Base Price”), which price is equal to the fair market value of the shares of the
Company on the Effective Date as determined by the Board and supported by a valuation of the Company by an independent third party appraiser (all such shares acquired by the Management Stockholder, the “Purchased Stock”). The
aggregate price for all shares of the Purchased Stock is $4,111,420, which shall be paid by the Management Stockholder by wire transfer of immediately available funds to the Company on the Effective Date. 
 (b) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, as of the Effective Date, the Company is issuing to
the Management Stockholder (x) Options to acquire shares of Common Stock pursuant to the terms of the Rollover Stock Option Agreement and (y) Options to acquire shares of Common Stock at an initial Option Exercise Price equal to
(i) the Base Price and (ii) the Base Price multiplied by two pursuant to the terms of the Additional Stock Option Agreement; and the Parties shall execute and deliver to each other copies of the Stock Option Agreements concurrently with
the issuance of all such Options. 
 (c) The Company shall have no obligation to issue any Purchased Stock or issue any Options to any Person
who (i) is domiciled in or is a resident or citizen of a state or other jurisdiction in which the sale of the Common Stock to it, him or her would constitute a violation of the securities or “blue sky” laws of such jurisdiction or
(ii) is not engaged by or affiliated with a person who is engaged by the Company or any of its subsidiaries on the date hereof. 
 2.
Management Stockholder’s Representations, Warranties and Agreements. 
 (a) In addition to agreeing to and acknowledging the
restrictions on transfer of the Stock (as defined in Section 3(a) hereof) set forth in Section 3 hereof, if the Management Stockholder or the Executive is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that
it will not transfer any shares of the Stock unless: 
 (i) the transfer is pursuant to an effective registration statement
under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the “Act”), and in compliance with applicable provisions of state securities laws; or 
  

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 (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably
acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and
(B) if the Management Stockholder is domiciled or resident in any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel
shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of
such jurisdiction. 
 Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance
with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer permitted by or made pursuant to Sections 3 or 4 hereof,
(y) a transfer to the Executive, and following any such transfer, a transfer upon the death or Permanent Disability of the Executive to the Executive’s Estate or a transfer to the executors, administrators, testamentary trustees, legatees
or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement, and (z) a
transfer made after the Effective Date in compliance with applicable securities laws to a Management Stockholder’s Trust (other than the Management Stockholder), provided that such transfer is made expressly subject to this Agreement and
that the transferee agrees in writing to be bound by the terms and conditions hereof. 
 (b) The Management Stockholder acknowledges that it
has been advised that a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer. If the Management Stockholder or the Executive is a Rule 405 Affiliate, the Management
Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption
from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited
amounts in accordance with the terms and conditions of such rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act. 
 (c) If any shares of the Stock are to be disposed of in accordance with an applicable resale exemption or otherwise, the Management Stockholder shall
promptly notify the Company of such intended disposition and shall deliver to the Company at, or prior to, the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a
disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the SEC. 
 (d) The Management Stockholder agrees that, if any shares of the Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued on
Form S-8, S-4 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the 

  

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Stock (except pursuant to such registration statement) for the “Lock-Up Period,” unless otherwise agreed to in writing by the Company. The
“Lock-Up Period” is the period (i) beginning on the date of the receipt of a notice from the Company that the Company has filed, or imminently intends to file, such registration statement and (ii) ending one hundred and eighty
(180) days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or such shorter period as may be consented to by the managing
underwriter or underwriters, if any) in the case of any other Public Offering after the effective date of such registration statement. Notwithstanding the foregoing, if (1) during the last seventeen (17) days of the Lock-Up Period, the
Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period
beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 2(d) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the
material news or the occurrence of the material event, unless the Company waives such extension in writing. 
 (e) The Management Stockholder
represents and warrants that (i) with respect to the Stock, it has received and reviewed the available information relating to the Stock, including having received and reviewed the documents related thereto, certain of which documents set forth
the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) it has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about
such information, the Company and the business and prospects of the Company which it deems necessary to evaluate the merits and risks related to its investment in the Stock and to verify the information contained in the information received as
indicated in this Section 2(e), and it has relied solely on such information. 
 (f) The Management Stockholder further represents and
warrants that (i) its financial condition is such that it can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for its current needs and contingencies, (ii) it can
afford to suffer a complete loss of its investment in the Stock, (iii) it understands and has taken cognizance of all risk factors related to the acquisition of the Stock, (iv) its knowledge and experience in financial and business matters
are such that it is capable of evaluating the merits and risks of its acquisition of the Stock as contemplated by this Agreement, (v) its participation in the acquisition of the Purchased Stock is voluntary and (vi) it is an
“accredited investor” as such term is defined in Regulation D under the Act. 
 (g) The Management Stockholder hereby grants to
Luxco an irrevocable proxy coupled with an interest to vote its Stock at any meeting of stockholders of the Company, to consent to holding such meetings at short notice and to exercise the voting rights attached to the Stock by way of unanimous
written consent in lieu of a meeting, which proxy shall be valid and remain in effect until the earliest to occur of (i) an initial Public Offering, (ii) a Change in Control and (iii) the date on which the Investors’ beneficial
ownership percentage (directly or indirectly) in the Company’s Common Stock is less than thirty-three and one-third percent (33 1/3%) of the amount of such ownership percentage as of August 22, 2006. 
  

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 (h) The Management Stockholder is a Management Stockholder’s Trust for the benefit of the Executive,
and shall be the party to which the Purchased Stock shall be issued initially and to which the Options shall be granted initially. 
 (i) The
Management Stockholder and the Executive represent and warrant that (i) the Management Stockholder has full power and authority and has taken all required corporate, member and other action necessary to permit it to, and the Executive has the
full and absolute legal right, capacity and power to, execute, deliver and perform their respective obligations under this Agreement and each other agreement contemplated hereby to which they are a party; and (ii) this Agreement and each other
agreement contemplated hereby to which the Management Stockholder or the Executive is a party will, upon the execution and delivery thereof, constitute a valid and binding obligation of such party, enforceable against such party in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and, as to enforceability, to general principles of equity
regardless of whether enforcement is sought in a proceeding at law or in equity. 
 (j) The Management Stockholder and the Executive
represent and warrant that (i) the execution, delivery and performance of this Agreement by the Management Stockholder and the Executive, and the consummation of the transactions contemplated hereby on the part of each of them, (A) does
not violate any material provision of applicable law or any material order, decree, judgment or award to which either of them is subject and (B) does not and will not result in a breach of, or constitute a default under, or constitute an event
which with notice or lapse of time or both would become a default under, any material agreement or material instrument to which either of them is a party or by which either of them is bound; and (ii) no authorization, approval or consent of, or
notice to or filing with, any Person is or will be required for the execution, delivery or performance of this Agreement or the other agreements contemplated hereby to which either of them is a party or the consummation by either of them of the
transactions contemplated hereby and thereby, other than those previously obtained or made. 
 3. Transferability of Stock.

 (a) The Management Stockholder agrees that it will not directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of (any of the foregoing acts being referred to herein as a “transfer”) any shares of Purchased Stock, at the time of exercise, the Common Stock issuable upon exercise of the Options (“Option
Stock”) and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities (collectively referred to as “Stock”) at any time from and after the Effective Date; provided, however,
that the Management Stockholder may transfer shares of Stock during such time pursuant to one of the following exceptions: (i) transfers permitted by clauses (x), (y) or (z) of Section 2(a)(ii) hereof; (ii) a sale of
shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company (excluding any registration on Form S-8, S-4 or any successor or similar form) pursuant to Section 7 hereof; or (iii) transfers
permitted pursuant to the Sale Participation Agreement (as defined in Section 5(b) hereof); and provided, further, that following an initial Public Offering, the Management Stockholder may transfer shares of Stock only at the time
of transfer by, and on the same terms as, the Investors and on a pro rata basis with the Investors (based on the percentage of Stock actually transferred by the Investors). 
  

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 (b) Notwithstanding anything in this Agreement to the contrary, if, following an initial Public Offering,
the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) under the Engagement Letter is terminated as a result of the Executive’s death or Permanent Disability, the Management Stockholder may transfer,
without limitation under this Agreement (but subject to any applicable securities laws), all or any portion of its Purchased Stock on and after the expiration of any Lock-Up Period that may be applicable. 
 (c) If, following an initial Public Offering, the Management Stockholder is unable to transfer shares of Stock due to restrictions on transfer of the
Stock other than as set forth in this Agreement or due to the provisions of Section 7(e) hereof, then the restrictions on transfer of the Stock set forth in this Agreement shall terminate such that the Management Stockholder may (i) effect
a sale of Stock to the public that the Management Stockholder would have been able to sell pursuant to Section 7 hereof or pursuant to the Sale Participation Agreement at a prior time had such other restrictions on transfer of the Stock not
been in effect and (ii) effect a sale of Option Stock to the public that the Management Stockholder would have been able to sell pursuant to Section 7 hereof or pursuant to the Sale Participation Agreement at a prior time had the Options
through which such Option Stock was acquired been exercisable at such prior time, in each case at the time of a sale by the Investors pursuant to Section 7 hereof or pursuant to the Sale Participation Agreement. 
 (d) Notwithstanding anything in this Agreement to the contrary, this Section 3 shall terminate and be of no further force or effect upon the earlier
to occur of (i) a Change in Control and (ii) the date on which the Investors’ beneficial ownership percentage (directly or indirectly) in the Company’s Common Stock is less than thirty-three and one-third percent (33 1/3%) of the
amount of such ownership percentage as of August 22, 2006. 
 4. The Company’s Option to Purchase Stock and Options of
Management Stockholder Upon Certain Terminations of Executive’s Service. 
 (a) Termination for Cause by the Company. Except
as otherwise provided herein, if (i) the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) under the Engagement Letter is terminated by the Company (and/or, if applicable, its subsidiaries) for Cause,
(ii) the Management Stockholder or the Executive breaches any of the provisions of Section 22(a) hereof, (iii) the legal or beneficial owners of the Management Stockholder shall include any person or entity other than the Executive,
his spouse (or ex-spouse) or his lineal descendants (including adopted children) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, the estate of a deceased beneficiary or (iv) the Management
Stockholder shall otherwise effect a transfer of any of the Stock other than as permitted in this Agreement (other than as may be required by applicable law or an order of a court having competent jurisdiction) after notice from the Company of such
impermissible transfer and a reasonable opportunity to cure such transfer (each, a “Section 4(a) Call Event”): 
 (A) With respect to the Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (x) the Fair Market
Value Per Share on the applicable repurchase date and (y) the Base Price (or, with respect to any Option Stock, the Option Exercise Price) (any such applicable repurchase price, the “Section 4(a) Repurchase Price”); and

  

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 (B) With respect to the Options, all such Options (whether or not then exercisable) held
by the applicable Management Stockholder Entities will terminate immediately without payment in respect thereof. 
 (b) Termination by the
Management Stockholder without Good Reason. Except as otherwise provided herein, if, prior to December 31, 2011, the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) is terminated by the Management
Stockholder or the Executive without Good Reason (a “Section 4(b) Call Event”): 
 (A) With respect to the
Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to (x) the lesser of (i) the Fair Market Value Per Share on the
applicable repurchase date and (ii) the Base Price (or, with respect to any Option Stock, the Option Exercise Price), if the Section 4(b) Call Event is on or prior to December 31, 2009 or (y) the Fair Market Value Per Share, if
the Section 4(b) Call Event is after December 31, 2009; and 
 (B) With respect to the Options, the Company may
purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of (i) the lesser of (1) the Fair Market Value Per Share and
(2) the Option Exercise Price if the Section 4(b) Call Event is on or prior to December 31, 2009 or (ii) the Fair Market Value Per Share, if the Section 4(b) Call Event is after December 31, 2009, over the Option
Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options
granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall
terminate pursuant to the terms of the applicable Stock Option Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate, without payment, immediately upon termination of employment or on such later
date as may otherwise be provided in the applicable Stock Option Agreement. 
 (c) Termination for Death or Disability or without Cause by
the Company or Termination by the Management Stockholder with Good Reason. Except as otherwise provided herein, if the Executive’s active service for the Company (and/or, if applicable, its subsidiaries) is terminated (i) as a result
of the death or Permanent Disability of the Executive or without Cause by the Company or (ii) by the Management Stockholder or the Executive with Good Reason (each a “Section 4(c) Call Event”): 
 (A) With respect to the Stock, the Company may purchase all or any portion of the shares of the Stock then held by the applicable
Management Stockholder Entities at a per share price equal to the Fair Market Value Per Share on the applicable repurchase date; and 
 (B) With respect to the Options, the Company may purchase all or any portion of the exercisable Options held by the applicable Management Stockholder Entities for an amount equal to the product of (x) the excess, if any, of the Fair
Market Value Per Share over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing 

  

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Option Excess Price is zero or a negative number, all outstanding exercisable Options granted to the Management Stockholder under the Option Plan shall be
automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights, all exercisable but unexercised Options shall terminate pursuant to the terms of the applicable Stock Option
Agreement. All unexercisable Options held by the applicable Management Stockholder Entities shall terminate without payment (except as provided in Section 3.1(c) of the Rollover Stock Option Agreement) immediately upon termination of employment
or on such later date as may otherwise be provided in the applicable Stock Option Agreement. 
 (d) Call Notice. The Company shall
have a period (the “Call Period”) of sixty (60) days from the date of any Call Event (or, if later, with respect to a Section 4(a) Call Event, from the date after discovery of, and the applicable cure period for, an
impermissible transfer constituting a Section 4(a) Call Event) in which to give notice in writing to the Management Stockholder of its election to exercise its rights and obligations pursuant to this Section 4 (“Call
Notice”). The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company on the tenth Business Day after the giving of the Call Notice. The applicable Repurchase Price (including any
payment with respect to the Options as described in this Section 4) shall be paid by delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the
applicable Management Stockholder Entities (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) against delivery of an irrevocable power of attorney enabling
the Company to cause the transfer to it of the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly authorized
representative. 
 (e) Delay of Call. Notwithstanding any other provision of this Section 4 to the contrary and subject to
Section 8(a) hereof, if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any loan, guarantee or other agreement under which the Company or any subsidiary of the
Company has borrowed money or if a repurchase would not be permitted under, or would otherwise violate, applicable provisions of Dutch law (each such occurrence being an “Event”), the Company shall delay the repurchase of any of the
Stock or the Options (pursuant to a Call Notice timely given in accordance with Section 4(d) hereof) from the applicable Management Stockholder Entities until the first Business Day which is ten (10) calendar days after all of the
foregoing Events have ceased to exist (the “Repurchase Eligibility Date”); provided, however, that (i) the number of shares of Stock subject to repurchase under this Section 4 shall be that number of shares
of Stock, and (ii) in the case of a repurchase pursuant to Section 4(a), 4(b) or 4(c) hereof, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 4 shall be the number
of Exercisable Option Shares, in each case held by the applicable Management Stockholder Entities at the time of delivery of (and as set forth in) a Call Notice in accordance with Section 4(d) hereof. All Options exercisable as of the date of a
Call Notice, in the case of a repurchase pursuant to Section 4(a), 4(b) or 4(c) hereof, shall continue to be exercisable until the repurchase of such Options pursuant to such Call Notice, provided that to the extent that any Options are
exercised after the date of such Call Notice, the number of Exercisable Option Shares for purposes of calculating the Option Excess Price shall be reduced accordingly. 
  


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 (f) Calculation of Option Excess Price. For the avoidance of doubt, in any instance where the
Company purchases Options as set forth in this Section 4, the applicable Option Excess Price shall be calculated in tranches based on the applicable Option Exercise Prices relative to the applicable Repurchase Price, and not on an aggregate net
basis, such that the Option Excess Price of any Options having the same Option Exercise Price, where the Option Excess Price is greater than zero, shall not be netted against the Option Excess Price of any Options having a different Option
Exercise Price, where the Option Excess Price is less than or equal to zero. 
 (g) Effect of Accounting Principles. Notwithstanding
anything set forth in this Section 4 to the contrary, in the event that it is determined by the Company (in consultation with its auditors) that the provisions of this Section 4 would result in any of the Options being classified as a
liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then the following terms shall apply in lieu of the corresponding provisions in Section 4(b) and
Section 4(c) providing for the purchase by the Company of exercisable Options: 
 With respect to any exercisable Options, upon the
occurrence of the applicable event giving rise to the Section 4 Call Event, the Management Stockholder Entities may be required to by the Company to elect, in accordance with the terms of the relevant Stock Option Agreement, to receive from the
Company, on one occasion, in exchange for all of the exercisable Options then held by the applicable Management Stockholder Entities, if any, a number of shares of Stock equal to the quotient of (x) the product of (A) the excess, if any,
of the Fair Market Value over the Option Exercise Price and (B) the number of shares then acquirable on exercise, divided by (y) the Fair Market Value, which Options shall be terminated in exchange for such payment of shares
of Stock (such shares of Stock, the “Net Settled Stock”). (In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable Options shall be automatically terminated without any payment in
respect thereof.) Upon the occurrence of such net settlement of all exercisable Options, the Call Period shall be deemed to be the period that is 30 days following the date that is six months after the receipt by the applicable Management
Stockholder Entities of the Net Settled Stock, during which time the Company may, on delivery of Call Notice, purchase all or any portion of the Net Settled Stock held by the applicable Management Stockholder Entities, at a per share price equal to
the applicable Repurchase Price for Option Stock identified in Section 4(b) or Section 4(c), as applicable. 
 (h) Effect of
Change in Control and Reduction in Investors’ Ownership. Notwithstanding anything in this Agreement to the contrary, this Section 4 shall terminate and be of no further force or effect upon the earlier to occur of (i) a Change in
Control and (ii) the date on which the Investors’ beneficial ownership percentage (directly or indirectly) in the Company’s Common Stock is less than thirty-three and one-third percent (33 1/3%) of the amount of such ownership
percentage as of August 22, 2006. 
 5. Adjustment of Repurchase Price; Definitions. 
 (a) Adjustment of Repurchase Price. In determining the applicable repurchase price of the Stock and Options, as provided for in Section 4
hereof, appropriate adjustments shall be made for any stock dividends, extraordinary cash dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as
practicable, the intended operation of the provisions of Section 4 hereof. 
  

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 (b) Definitions. All capitalized terms used in this Agreement and not defined herein shall have
such meaning as such terms are defined in the Option Plan. Terms used herein and as listed below shall be defined as follows: 
 “Act” shall have the meaning set forth in Section 2(a)(i) hereof. 
 “Additional Stock Option Agreement”
shall have the meaning set forth in the fourth “whereas” paragraph. 
 “Agreement” shall have the meaning set forth in
the introductory paragraph. 
 “Base Price” shall have the meaning set forth in Section 1(a) hereof. 
 “Board” shall mean the Supervisory Board (raad van commissarissen) of Nielsen or, if and as when there exists a Supervisory Board of the
Company, the Supervisory Board of the Company. 
 “Business Day” shall mean a day on which banks are open for business in
Amsterdam, London, New York and Luxembourg (which, for avoidance of doubt, shall not include Saturdays, Sundays and public holidays in any of these cities). 
 “Call Events” shall mean, collectively, Section 4(a) Call Events, Section 4(b) Call Events, and Section 4(c) Call Events. 
 “Call Notice” shall have the meaning set forth in Section 4(d) hereof. 
 “Call Period” shall have the meaning set forth in Section 4(d) hereof. 
 “Cause” shall mean “Cause” as such term may be defined in any employment, change in control or severance agreement in effect at the
time of termination between the Management Stockholder or the Executive and the Company or any of its subsidiaries or Rule 405 Affiliates; or, if there is no such employment, change in control or severance agreement or such term is not defined
therein, “Cause” shall mean (i) the Management Stockholder’s or the Executive’s willful misconduct with regard to the Company; (ii) the Management Stockholder or the Executive is indicted for, convicted of, or pleading
nolo contendere to, a felony, a misdemeanor involving moral turpitude, or an intentional crime involving material dishonesty other than, in any case, vicarious liability; (iii) the Management Stockholder’s or the Executive’s
conduct involving the use of illegal drugs in the workplace; (iv) the Management Stockholder’s or the Executive’s failure to attempt in good faith to follow a lawful directive of its or his supervisor within ten (10) days after
written notice of such failure; and/or (v) the Management Stockholder’s or the Executive’s breach of this Agreement, the Engagement Letter, the Management Stockholder’s or the Executive’s other agreements with the Company,
or any employment agreement with any of the Company’s subsidiaries or Rule 405 Affiliates, which continues beyond ten (10) days after written demand for substantial performance is delivered to the Management Stockholder or the Executive by
the Company (to the extent that, in the reasonable judgment of the Board, such breach can be cured by the Management Stockholder or the Executive). 
  

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 “Change in Control” shall mean: any transaction (including, without limitation, any merger,
consolidation or sale of assets or equity interests, or any acquisition of stock in the open market or otherwise) the result of which is that any Person or “group” (as defined within the meaning of Rules 13d-3 and 13d-5 of the Exchange
Act), other than any of the Investors or their Rule 405 Affiliates, obtains (i) direct or indirect beneficial ownership of more than fifty percent (50%) of the voting rights attached to the entire issued share capital of Luxco, or any
entity which is wholly-owned, directly or indirectly, by Luxco and which has materially the same direct or indirect ownership of all direct and indirect subsidiaries of Luxco as does Luxco, or (ii) all or substantially all of the assets of the
Luxco and its direct and indirect subsidiaries including Nielsen and its direct and indirect subsidiaries (collectively, the “Nielsen Group”) (excluding, for the avoidance of doubt, a transaction or series of transactions involving
the sale of only (A) the assets of the entities comprising the Business Information division of the Nielsen Group, in combination with (B) the assets of either (x) the entities comprising the Marketing Information division of the
Nielsen Group or (y) the entities comprising the Media Measurement and Information division of the Nielsen Group, in each case as such applicable division is constituted from time to time). 
 “Common Stock” shall have the meaning set forth in the fourth “whereas” paragraph. 
 “Company” shall have the meaning set forth in the introductory paragraph. 
 “Confidential Information” shall mean all non-public information concerning trade secrets, know-how, software, developments, inventions,
processes, technology, designs, financial data, strategic business plans or any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current
and proposed products and services, vendors, customers, advertising and marketing, and other non-public, proprietary, and confidential information of the Restricted Group. 
 “Custody Agreement and Power of Attorney” shall have the meaning set forth in Section 7(f) hereof. 
 “Effective Date” shall have the meaning set forth in the introductory paragraph. 
 “Engagement Letter” shall have the meaning set forth in the third “whereas” paragraph. 
 “Event” shall have the meaning set forth in Section 4(e) hereof. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any successor statute thereto). 
 “Exercisable Option Shares” shall mean the shares of Common Stock that, at the Repurchase Calculation Date, could be acquired by the Management
Stockholder upon exercise of its outstanding and exercisable Options. 
 “Executive’s Estate” shall mean the conservators,
guardians, executors, administrators, testamentary trustees, legatees or beneficiaries of the Executive. 
  

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 “Fair Market Value Per Share” shall mean the Market Value Per Share, or, if there has been no
Qualified Public Offering, the fair market value of the Common Stock as determined in the good faith discretion of the Board. 
 “Good
Reason” shall mean, without the Management Stockholder’s consent, (i) a reduction in Management Stockholder’s or the Executive’s annual base compensation or target annual incentive (whether payable to the Management
Stockholder or the Executive) under the Annual Incentive Plan (“target AIP”) (excluding any reduction in the Management Stockholder’s or the Executive’s base compensation and/or target AIP that is part of a plan to reduce
generally compensation of employees of the Company comparably situated with the Executive; provided that such reduction in the Management Stockholder’s or the Executive’s base compensation and/or target AIP is not greater than ten percent
(10%) of such base compensation and target AIP); (ii) a material diminution in the nature or scope of the Management Stockholder’s or the Executive’s responsibilities, duties or authority (other than any such diminution which may
occur by reason of the current corporate restructuring programs); (iii) the relocation by the Company of the Executive’s primary place of service for the Company to a location more than fifty (50) miles from 770 Broadway, New York,
New York (which shall not be deemed to occur due to a requirement that the Executive travel in connection with the performance of his duties); or (iv) solely for the purposes of this Management Stockholder’s Agreement (and not for the
purpose of any change in control or severance agreement or the Stock Option Agreements), the voluntary termination for any reason of service by the Management Stockholder or the Executive at any time following the third anniversary of the date of
this Agreement; in any case of the foregoing clauses (i), (ii) or (iii), that remains uncured after ten (10) Business Days after the Management Stockholder has provided the Company written notice that the Management Stockholder believes in
good faith that such event giving rise to such claim of Good Reason has occurred, so long as such notice is provided within ninety (90) days after such event has first occurred. 
 “Holders” shall have the meaning set forth in Section 7(d) hereof. 
 “Investors” shall have the meaning set forth in the first “whereas” paragraph. 
 “Lock-Up Period” shall have the meaning set forth in Section 2(d) hereof. 
 “Luxco” shall have the meaning set forth in the introductory paragraph. 
 “Management Stockholder” shall have the meaning set forth in the introductory paragraph, and shall also mean the Executive following any
transfer of Stock or the Options to the Executive as permitted under this Agreement. 
 “Management Stockholder Entities” shall
mean the Executive, the Management Stockholder’s Trust, the Management Stockholder and the Executive’s Estate, collectively. 
 “Management Stockholder’s Trust” shall mean a partnership, limited liability company, corporation, trust or custodianship, the beneficiaries of which may include only the Executive, his spouse (or ex-spouse) or his lineal
descendants (including adopted children) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, then to the ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary. For the
avoidance of doubt, in addition to being the Management Stockholder, the Management Stockholder is a Management Stockholder’s Trust for purposes of this Agreement. 
  


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 “Market Value Per Share” shall mean, on the Repurchase Calculation Date, the price per share
equal to (i) the last sale price of the Common Stock on the Repurchase Calculation Date on the principal stock exchange on which the Common Stock may at the time be listed or, (ii) if there shall have been no sales on such exchange on the
Repurchase Calculation Date on any given day, the average of the closing bid and asked prices of the Common Stock on such exchange on the Repurchase Calculation Date or, (iii) if there is no such bid and asked price on the Repurchase
Calculation Date, the average of the closing bid and asked prices of the Common Stock on the next preceding date when such bid and asked price occurred or, (iv) if the Common Stock shall not be so listed, the closing sales price of the Common
Stock as reported by NASDAQ on the Repurchase Calculation Date in the over-the-counter market. 
 “Maximum Repurchase Amount” shall
have the meaning set forth in Section 8(a) hereof. 
 “Nielsen” shall have the meaning set forth in the second
“whereas” paragraph. 
 “Notice” shall have the meaning set forth in Section 7(b) hereof. 
 “Option Excess Price” shall mean, with respect to any Option, the aggregate amount paid or payable by the Company in respect of Exercisable
Option Shares pursuant to Section 4 hereof. 
 “Option Exercise Price” shall mean the then-current exercise price of the
shares of Common Stock covered by the applicable Option. 
 “Option Plan” shall have the meaning set forth in the fourth
“whereas” paragraph. 
 “Options” shall have the meaning set forth in the fourth “whereas” paragraph.

 “Option Stock” shall have the meaning set forth in Section 3(a) hereof. 
 “Other Management Stockholders” shall have the meaning set forth in the fifth “whereas” paragraph. 
 “Other Management Stockholders’ Agreements” shall have the meaning set forth in the fifth “whereas” paragraph. 
 “Parties” shall have the meaning set forth in the introductory paragraph. 
 “Permanent Disability” shall mean “Disability” or “Permanent Disability” (as applicable) as such term may be defined in any
employment, change in control or severance agreement in effect at the time of termination between the Management Stockholder or the Executive and the Company or any of its subsidiaries or Rule 405 Affiliates; or, if there is no such employment,
change in control or severance agreement or such term is not defined therein, “Permanent Disability” shall have occurred when the Executive has been unable to perform his material duties because of physical or mental incapacity for a
period of at least 180 consecutive days, as determined by a medical doctor mutually agreed upon by the parties hereto. Any question as to the existence of the Permanent Disability of the Executive as to which the Management Stockholder and the
Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Management Stockholder and the Company. If the Management Stockholder and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those 

  

 13 








 
two physicians shall select a third who shall make such determination in writing. The determination of Permanent Disability made in writing to the Company
and the Management Stockholder shall be final and conclusive for all purposes of this Agreement (such inability is hereinafter referred to as “Permanent Disability” or being “Permanently Disabled”). 
 “Person” shall mean “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act. 
 “Piggyback Registration Rights” shall have the meaning set forth in Section 7(a) hereof. 
 “Proposed Registration” shall have the meaning set forth in Section 7(b) hereof. 
 “Public Offering” shall mean the sale of shares of Common Stock to the public subsequent to the date hereof pursuant to a registration
statement under the Act which has been declared effective by the SEC (other than a registration statement on Form S-4, S-8 or any other similar form). 
 “Purchased Stock” shall have the meaning set forth in Section 1(a) hereof. 
 “Qualified
Public Offering” shall mean a Public Offering, which results in an active trading market of 25% or more of the Common Stock. 
 “Repurchase Calculation Date” shall mean the date on which the repurchase occurs. 
 “Repurchase Eligibility
Date” shall have the meaning set forth in Section 4(e) hereof. 
 “Repurchase Price” shall mean the amount to be paid in
respect of the Stock and Options to be purchased by the Company pursuant to Section 4(a), 4(b), or 4(c) hereof, as applicable. 
 “Request” shall have the meaning set forth in Section 7(b) hereof. 
 “Restricted Group” shall mean,
collectively, the Company, its subsidiaries, the Investors and their respective Rule 405 Affiliates. 
 “Rollover Stock Option
Agreement” shall have the meaning set forth in the fourth “whereas” paragraph. 
 “Rule 405 Affiliate” shall
mean an affiliate of the Company as defined under Rule 405 of the rules and regulations promulgated under the Act and as interpreted in good faith by the Board. 
 “Sale Participation Agreement” shall mean that certain sale participation agreement entered into by and between the Management Stockholder and Luxco on behalf of the Investors dated as of the date hereof.

 “SEC” shall mean the Securities and Exchange Commission. 
 “Section 4(a) Call Event” shall have the meaning set forth in Section 4(a) hereof. 
  

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 “Section 4(a) Repurchase Price” shall have the meaning set forth in Section 4(a) hereof.

 “Section 4(b) Call Event” shall have the meaning set forth in Section 4(b) hereof. 
 “Section 4(c) Call Event” shall have the meaning set forth in Section 4(c) hereof. 
 “Shareholders’ Agreement” shall have the meaning set forth in Section 7(a) hereof. 
 “Stock” shall have the meaning set forth in Section 3(a) hereof. 
 “Stock Option Agreements” shall have the meaning set forth in the fourth “whereas” paragraph. 
 “Transfer” shall have the meaning set forth in Section 3(a) hereof. 
 “Valcon Acquisition B.V.” shall have the meaning set forth in the second “whereas” paragraph. 
 6. The Company’s Representations and Warranties. 
 (a) The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance
with its terms and (ii) the Stock, when issued and delivered in accordance with the terms hereof and the other agreements contemplated hereby, will be duly and validly issued, fully paid and nonassessable. 
 (b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the Company will file the reports required to be
filed by it under the Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Exchange
Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained
in this Section 6(b), the Company may de-register under Section 12 of the Exchange Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required
hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b) shall be deemed to limit in any manner the restrictions on sales of Stock
contained in this Agreement. 
 7. “Piggyback” Registration Rights. Effective upon the date of this Agreement and until the
later of (i) the occurrence of a Qualified Public Offering and (ii) December 31, 2011: 
 (a) The Management Stockholder
hereby agrees to be bound by all of the terms, conditions and obligations of the piggyback registration rights contained in the Shareholders’ Agreement (the “Shareholders’ Agreement”) entered into by and among Luxco,
Valcon Acquisition B.V., the Company and investors party thereto (the “Piggyback Registration Rights”), in the form provided to the Management Stockholder on the date hereof (subject to any amendments thereto to which the Management
Stockholder has 

  

 15 








 
agreed in writing to be bound), and, following the consummation of an initial Public Offering, if any one of the Investors are selling stock, shall have all
of the rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in one or more Public Offerings and any rights to indemnification and/or contribution from the Company and/or the Investors),
in each case as if the Management Stockholder were an original party (other than Luxco, Valcon Acquisition B.V. and the Company) to the Shareholders’ Agreement, subject to applicable and customary underwriter restrictions; provided,
however, that at no time shall the Management Stockholder have any rights to request registration under the Shareholders’ Agreement; and provided further, that the Management Stockholder shall not be bound by any amendments to the
Shareholders’ Agreement unless the Management Stockholder consents in writing thereto provided that such consent will not be unreasonably withheld. All Stock, whether acquired upon the exercise of an Option or not, acquired or held by
the applicable Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Listed Shares” as defined in the Shareholders’ Agreement. 
 (b) In the event of a sale of Common Stock by the Investors in accordance with the terms of the Shareholders’ Agreement, the Company will promptly
notify the Management Stockholder in writing (a “Notice”) of any proposed registration (a “Proposed Registration”). If within five (5) Business Days of the receipt by the Management Stockholder of such Notice,
the Company receives from the applicable Management Stockholder Entities a written request (a “Request”) to register shares of Stock held by the applicable Management Stockholder Entities (which Request will be irrevocable unless
otherwise mutually agreed to in writing by the Management Stockholder and the Company), shares of Stock will be so registered as provided in this Section 7; provided, however, that for each such registration statement only one
Request, which shall be executed by the applicable Management Stockholder Entities, may be submitted for all Listed Shares held by the applicable Management Stockholder Entities. 
 (c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the number of shares of Stock
then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the
numerator of which is the number of shares of Stock being sold by the Investors and any affiliated or unaffiliated investment partnerships and investment limited liability companies investing with the Investors and the denominator of which is the
aggregate number of shares of Stock owned by the Investors and any investment partnerships and investment limited liability companies investing with the Investors or (ii) the maximum number of shares of Stock which the Company can register in
the Proposed Registration without adverse effect on the offering in the view of the managing underwriters (reduced pro rata as more fully described in subsections (d) and (e) of this Section 7) or (iii) the maximum number
of shares which the Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Management Stockholder and all Other Management Stockholders have requested to be registered) is permitted to register under the
Piggyback Registration Rights. 
 (d) Subject to subsection (e) of this Section 7, if a Proposed Registration involves an
underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number which can be sold in such offering, so as
to be 

  

 16 








 
likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company,
then the Company will include in the Proposed Registration (i) first, 100% of the shares of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in the Proposed
Registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of shares of Stock which the selling Investors and any affiliated or unaffiliated investment partnerships
and investment limited liability companies investing with the selling Investors, the Management Stockholder and all Other Management Stockholders (together, the “Holders”) have requested to be included in the Proposed Registration,
such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of all exercisable Options) (provided that any shares
thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner). 
 (e) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed
Registration by the Management Stockholder and all Other Management Stockholders would be likely to have an adverse effect on the price, timing or distribution of the shares of Stock offered in such Public Offering as contemplated by the Company,
then the Company will include in the Proposed Registration, in addition to shares to be sold by the Company and the selling Investors, the number of shares of Stock requested to be sold by the Management Stockholder and all Other Management
Stockholders which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, such amount to be allocated pro rata among all requesting parties on the basis of the relative number of shares
of Stock then held by each such party (including upon exercise of all exercisable Options) (provided that any shares thereby allocated to any such party that exceed such party’s request will be reallocated among the remaining requesting
parties in like manner). 
 (f) Upon delivering a Request, the Management Stockholder will, if requested by the Company, execute and deliver
a custody agreement and power of attorney having customary terms and in form and substance satisfactory to the Company with respect to the shares of Stock to be registered pursuant to this Section 7 (a “Custody Agreement and Power of
Attorney”). The Custody Agreement and Power of Attorney will provide, among other things, that the Management Stockholder will irrevocably appoint said custodian and attorney-in-fact as the Management Stockholder’s agent and
attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Management Stockholder’s behalf with respect to the matters specified therein. 
 (g) If the number of shares of Stock that the Management Stockholder is permitted to include in a Request pursuant to this Section 7 is limited by
the fact that the Options are not exercisable at the time of such Proposed Registration, then at such time as the Options become exercisable (in whole or in part) and at any time thereafter, the Management Stockholder shall be entitled to register
for public sale as part of any subsequent Proposed Registration such additional number of shares of Stock as the Management Stockholder could have registered at the time of the initial Proposed Registration. 
  

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 (h) The Management Stockholder agrees that it will execute such other agreements as the Company may
reasonably request to further evidence the provisions of this Section 7. 
 8. Pro Rata Repurchases; Dividends. 
 (a) Notwithstanding anything to the contrary contained in Section 4 hereof, if at any time consummation of any purchase or payment to be made by the
Company pursuant to this Agreement and the Other Management Stockholders Agreements would result in an Event, then the Company shall make purchases from, and payments to, the Management Stockholder and Other Management Stockholders pro rata
(on the basis of the proportion of the number of shares of Stock each such Management Stockholder and all Other Management Stockholders have elected or are required to sell to the Company) for the maximum number of shares of Stock permitted without
resulting in an Event (the “Maximum Repurchase Amount”). The provisions of Section 4(e) hereof shall apply in their entirety to payments and repurchases with respect to shares of Stock which may not be made due to the limits
imposed by the Maximum Repurchase Amount under this Section 8(a). Until all of such Stock is purchased and paid for by the Company, the Management Stockholder and the Other Management Stockholders whose Stock is not purchased in accordance with
this Section 8(a) shall have priority, on a pro rata basis, over other purchases of Stock by the Company pursuant to this Agreement and Other Management Stockholders’ Agreements. 
 (b) In the event any dividends are paid with respect to the Stock, the Management Stockholder will be treated in the same manner as all other holders of
Common Stock with respect to shares of Stock then owned by the Management Stockholder, and, with respect to any Options held by the Management Stockholder, in accordance, as applicable, with the Stock Option Agreements. 
 9. Rights to Negotiate Repurchase Price. Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing, redeeming
or otherwise acquiring for value shares of Stock or Options from the Management Stockholder, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon in writing between the Parties hereto, whether or not at the
time of such purchase, redemption or acquisition circumstances exist which specifically grant the Company the right to purchase, or the Management Stockholder the right to sell, shares of Stock or any Options under the terms of this Agreement;
provided that no such purchase, redemption or acquisition shall be consummated, and no agreement with respect to any such purchase, redemption or acquisition shall be entered into, without the prior approval of the Board. 
 10. Covenant Regarding 83(b) Election. Except as the Company may otherwise agree in writing, to the extent applicable, the Management Stockholder
hereby covenants and agrees that it will make an election provided pursuant to Treasury Regulation Section 1.83-2 with respect to the Stock, including without limitation, the Stock to be acquired upon each exercise of the Management
Stockholder’s Options; and the Management Stockholder further covenants and agrees that it will furnish the Company with copies of the forms of election the Management Stockholder files within thirty (30) days after the date hereof, and
within thirty (30) days after each exercise of Management Stockholder’s Options and with evidence that each such election has been filed in a timely manner. 
  

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 11. Notice of Change of Beneficiary. Immediately prior to any transfer of Stock to the Executive
or to a Management Stockholder’s Trust, the Management Stockholder shall provide the Company with a copy of the instruments effecting such transfer to the Executive or creating the Management Stockholder’s Trust and with the identity of
the beneficiaries of the Management Stockholder’s Trust. The Management Stockholder shall notify the Company as soon as practicable prior to any change in the identity of any beneficiary of the Management Stockholder’s Trust. 

12. Recapitalizations, etc. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the
Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets
or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, amalgamation,
consolidation or otherwise. 
 13. Management Stockholder’s and Executive’s Engagement by the Company. Nothing contained in
this Agreement or in any other agreement entered into by the Company and the Management Stockholder or the Executive contemporaneously with the execution of this Agreement (subject to, and except as set forth in, the applicable provisions of the
Engagement Letter and any offer letter or letter of employment provided to the Management Stockholder by the Company or any engagement or service agreement entered by and between the Management Stockholder or the Executive and the Company)
(i) obligates the Company or any subsidiary of the Company to engage or retain the Management Stockholder or the Executive in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the
engagement of the Management Stockholder or the services of the Executive at any time or for any reason whatsoever, with or without Cause, and the Management Stockholder and the Executive hereby acknowledge and agree that neither the Company nor any
other person has made any representations or promises whatsoever to the Management Stockholder or the Executive concerning the Management Stockholder’s or the Executive’s engagement or continued service to the Company or any subsidiary of
the Company. 
 14. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties
hereto and their respective heirs, legal representatives, successors and assigns. In the case of a transferee permitted under clause (y) or (z) of Section 2(a)(ii) or Section 3 hereof, such transferee shall be deemed the
Management Stockholder hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a)(ii) or Section 3 hereof) shall derive any rights under this Agreement unless and
until such transferee has delivered to the Company a valid undertaking and becomes bound by the terms of this Agreement. 
 15.
Amendment. This Agreement may be amended only by a written instrument signed by the Parties hereto. 
 16. Closing. Except as
otherwise provided herein, the closing of each issue or sale of shares of Stock pursuant to this Agreement shall take place at the principal office of the Company on the tenth Business Day following delivery of the notice by either Party to the
other of its exercise of the right to acquire or dispose of such Stock hereunder. 
  

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 17. Applicable Law; Jurisdiction; Arbitration; Legal Fees. 
 (a) The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, except to the extent that
the issue or transfer of Stock shall be subject to mandatory provisions of the laws of The Netherlands. 
 (b) In the event of any
controversy among the Parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the Parties hereto, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted
expeditiously in accordance with the American Arbitration Association rules by a single independent arbitrator. Such arbitration process shall take place within 50 miles of the New York City metropolitan area. The decision of the arbitrator shall be
final and binding upon all Parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction
thereof. 
 (c) Notwithstanding the foregoing, each of the Management Stockholder and the Executive acknowledges and agrees that the Company,
its subsidiaries, the Investors and any of their respective Rule 405 Affiliates shall be entitled to injunctive or other relief in order to enforce the covenant not to compete, covenant not to solicit and/or confidentiality covenants as set
forth in Section 22(a) of this Agreement. 
 (d) In the event of any arbitration or other disputes with regard to this Agreement or any
other document or agreement referred to herein, each Party shall pay its own legal fees and expenses. Notwithstanding anything herein to the contrary, if any employment, change in control or severance agreement in effect between the Management
Stockholder or the Executive and the Company or any of its subsidiaries or Rule 405 Affiliates contains a similar provision relating to arbitration and/or dispute resolution, such provision in such agreement shall govern any controversy hereunder.

 18. Assignability of Certain Rights by the Company. The Company shall have the right to assign any or all of its rights or
obligations to purchase shares of Stock pursuant to Section 4 hereof. 
 19. Miscellaneous. 
 (a) In this Agreement all references to “dollars” or “$” are to U.S. dollars and the masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so indicates 
 (b) If any provision of this Agreement shall be declared illegal, void
or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect. 
 (c) If any payments of money, delivery of shares of Common Stock or other benefits due to the Management Stockholder hereunder could cause the application of an accelerated or additional tax under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), such payments, delivery of shares or other benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A of the Code,
otherwise such payment, delivery of shares or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to the Management Stockholder, that does not cause such an accelerated or
additional tax. 
  

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 20. Withholding. The Company or its subsidiaries shall have the right to deduct from any cash
payment made under this Agreement to the applicable Management Stockholder Entities any minimum federal, state or local income or other taxes required by law to be withheld with respect to such payment. 
 21. Notices. All notices and other communications provided for herein shall be in writing. Any notice or other communication hereunder shall be
deemed duly given (i) upon electronic confirmation of facsimile, (ii) one Business Day following the date sent when sent by overnight delivery and (iii) five (5) Business Days following the date mailed when mailed by registered
or certified mail return receipt requested and postage prepaid, in each case as follows: 
 (a) If to the Company, to it at the following
address: 
 Valcon Acquisition Holding B.V. 
 c/o The Nielsen Company (US), Inc. 
 45 Danbury Road 
 Wilton, Connecticut 06897 
 Attention: Chief
Legal Officer 
 Telecopy: (203) 563-2876 
 with copies to: 
 Clifford Chance LLP 
 Droogbak 1A 
 1013 GE Amsterdam 
 The Netherlands 
 Telefax: +31 20 711 9999

 Attention: Joachim Fleury 
 and

 Simpson Thacher & Bartlett LLP 
 425 Lexington Avenue 
 New York, New York 10017 
 Attention: John G. Finley, Esq. 
 Telecopy:
(212) 455-2502 
 (b) If to the Management Stockholder or the Executive, to it or him at 155 West 70th Street, Apartment 14A, New York,
New York 10023; or at such other address as a Party shall have specified by notice in writing to the other Parties. 
 22. Confidential
Information; Covenant Not to Compete. 
 (a) In consideration of the Company entering into this Agreement with the Management
Stockholder, each of the Management Stockholder and the Executive hereby agrees effective as of the date of the Executive’s commencement of service with the 

  

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Company or its subsidiaries, without the Company’s prior written consent, the Management Stockholder and the Executive shall not, directly or
indirectly, (i) at any time during or after the Executive’s service for the Company or its subsidiaries under the Engagement Letter, disclose any Confidential Information pertaining to the business of the Company, the Investors, or any of
their respective Rule 405 Affiliates (except when required to perform its or his duties to the Company or one of its subsidiaries, by law or judicial process) or disparage the Company, the Investors, or any of their respective Rule 405 Affiliates;
or (ii) at any time during the Executive’s service with the Company or its subsidiaries and for a period of twelve (12) months thereafter, directly or indirectly (A) act as a proprietor, investor, director, officer, employee,
substantial stockholder, consultant, or partner in any business that directly or indirectly competes with the business of the Company, the Investors, or any of their respective Rule 405 Affiliates, (B) solicit customers or clients of the
Company or any of its subsidiaries to terminate their relationship with the Company or any of its subsidiaries or otherwise solicit such customers or clients to compete with any business of the Company, the Investors, or any of their respective Rule
405 Affiliates or (C) solicit or offer employment to any person who has been employed by the Company or any of its subsidiaries at any time during the twelve (12) months immediately preceding the termination of the Executive’s
services with the Company; provided, however, that the foregoing clause (ii) shall not apply with respect to any Rule 405 Affiliates that are engaged in a business substantially different than that of the Company or any of its
subsidiaries. If the Management Stockholder or the Executive is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further
restrict and not to permit any more extensive use or disclosure of Confidential Information. 
 (b) Notwithstanding clause (a) above, if
at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be
reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Executive’s services are unique and because the Executive and the Management Stockholder have had access to Confidential
Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to
other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond
or other security). 
 (c) In the event that the Management Stockholder or the Executive breaches any of the provisions of Section 22(a)
hereof, in addition to all other remedies that may be available to the Company, such Management Stockholder and/or the Executive shall be required to pay to the Company any amounts actually paid to it or him by the Company in respect of any
repurchase by the Company of the Options or shares of Common Stock underlying the Options held by such Management Stockholder. 
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 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

  

					
	VALCON ACQUISITION HOLDING B.V.
		
	By:	 	/s/ Scott A. Schoen
		 	Name:	 	Scott A. Schoen
		 	Title:	 	Managing Director
	
	VALCON ACQUISITION HOLDING
(LUXEMBOURG) S.Á.R.L.
		
	By:	 	/s/ Wolfgang Zettel
		 	Name:	 	Wolfgang Zettel
		 	Title:	 	Manager A
		
	By:	 	/s/ Scott A. Schoen
		 	Name:	 	Scott A. Schoen
		 	Title:	 	Manager B
	
	MANAGEMENT STOCKHOLDER:
	
	PEREG HOLDINGS LLC
		
	By:	 	/s/ Ruth Fisher
		 	Name:	 	Ruth Fisher
		 	Title:	 	President
	
	EXECUTIVE:
	
	/s/ Itzhak Fisher
	ITZHAK FISHER


 Management Stockholder’s Agreement Signature Page 
  

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