Form of Amended and Restated 2010 Management Equity Plan



 Exhibit 10.4 
 TRANSUNION CORP. 
 2010 MANAGEMENT EQUITY PLAN 

STOCK OPTION GRANT NOTICE 
 TransUnion Corp., a Delaware corporation, (the “Company”), pursuant to its 2010 Management Equity Plan, as amended from time to time (the “Plan”), has
granted to the Holder listed below (“Participant”), an option to purchase the number of Shares (as defined in the Plan) set forth below (the “Option”). This Option is subject to all of the terms and
conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which are incorporated herein by reference. Capitalized terms used but not
otherwise defined in this Grant Notice shall have the meanings ascribed to them in the Plan or the Stock Option Agreement 
  

			
	Participant:	  	«First_Name» «Last_Name»
		
	Grant Date:	  	July 20, 2010
		
	Vesting Date:	  	June 15, 2010
		
	Exercise Price per Share:	  	$24.37
		
	 Total Number of Shares

Subject to the Option:
	  	«Options» shares
		
	Total Exercise Price:	  	$«PRICE»
		
	Expiration Date:	  	July 20, 2020
		
	Option Vesting:	  	 «Vesting» shares subject to the Option shall vest solely based on time elapsed from the Grant Date (the “Time
Vested Options”).
  
 «Vesting» shares subject to the
Option shall vest based on satisfaction of both time elapsed from the Grant Date and the performance criteria set forth below (“Performance Vested Options”).

		
	Vesting Schedule Time Vested Options:	  	Twenty percent (20%) of the Time Vested Options shall vest on the first anniversary of the Vesting Date; thereafter, five percent (5%) of the Time Vested Options will vest on the
last day of each subsequent full calendar quarter until all the Time Vested Options have vested (the “Time Vesting Schedule”), in each case, except as otherwise provided herein, subject to the Participant continuing to be a
Service Provider from the Grant Date through such vesting date.
		
	Vesting Schedule Performance Vested Options:	  	Subject to the Participant continuing to be a Service Provider through the applicable Measurement Date, once the Performance Criteria (as defined below) is met, then the Participant
shall vest or be vested in the Performance Vested Options according to the Time Vesting Schedule set forth above based on the period elapsed from the Vesting Date. The Performance Criteria will be met on the Measurement Date on which MDP first
cumulatively earns or is deemed to earn, (i) a Cash-on-Cash Return (as defined below) equal to twenty percent (20%) and (ii) a Multiple of Money Return (as defined below) equal to 2.25 (together, the “Performance Criteria”);
provided, that from and after the consummation of an Initial Public Offering, the Performance Criteria may also be satisfied if and when the Post-IPO Performance Criteria are satisfied.








 By his or her signature below, Participant agrees to be bound by the terms
and conditions of the Plan, the Stock Option Agreement, this Grant Notice and if applicable the Stockholders Agreement. Participant has reviewed each of the Grant Notice, the Stock Option Agreement, the Plan, and the Stockholders Agreement attached
hereto as Exhibit D in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement, the Plan and the
Stockholders Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Stock Option Agreement. If
Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B. 
  

									
	TRANSUNION CORP.	 		 	PARTICIPANT:
					
	By:	 	                             
                                         
  	 		 	By:	 	                             
                                         
  
					
	Print Name:	 	                             
                                         
  	 		 	Print Name:	 	                             
                                         
  
					
	Title:	 	                             
                                         
  	 		 		 	
					
	Address:	 	                             
                                         
  	 		 	Address:	 	                             
                                         
  
					
		 	                             
                                         
  	 		 		 	                             
                                         
  


  
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 EXHIBIT A 
 TO STOCK OPTION GRANT NOTICE 
 TRANSUNION CORP. STOCK OPTION AGREEMENT

 Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this
Stock Option Agreement (this “Agreement”) is attached, TransUnion Corp., a Delaware corporation (the “Company”), has granted to Participant an Option under the TransUnion Corp. 2010 Management Equity
Plan, as amended from time to time (the “Plan”), to purchase the number of Shares indicated in the Grant Notice. 
 ARTICLE 1. 
 GENERAL 

1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified
below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. 

(a) “Accreted Purchase Price” means, as of any date, the value of the Per Share Purchase Price
accreted at a per annum rate of 20% (compounded annually) from June 15, 2010 to such date. 
 (b)
“Cash-on-Cash Return” means, as of any Measurement Date, the annual interest rate (compounded annually) which, when used to calculate the net present value of all MDP Inflows and all MDP Outflows, causes such net present
value amount to equal zero. The Cash-on-Cash Return shall be determined in good faith by the Administrator. 

(c) “Cause” shall have the meaning given to such term in an employment, severance or similar
agreement entered into by Participant with the Company or any of its Affiliates, or in the absence of such an agreement shall mean any of the following as determined by the Board in its good faith discretion: (i) the material breach by the
Participant of the terms of any employment or severance agreement, if any, to which Participant is a party with the Company or any of its Affiliates, (ii) if the Participant has no such agreement, a breach of the material terms of
Participant’s employment (including, without limitation, the material policies of the Company or any of its Affiliates, as applicable); (iii) the willful failure or refusal to perform Participant’s material duties for the Company or
any of its Affiliates, as applicable; (iv) the willful insubordination or disregard of the legal directives of the Board or senior management of the Company or any of its Affiliates, as applicable, which are not inconsistent with the scope,
ethics and nature of Participant’s duties and responsibilities; (v) engaging in misconduct which has a material and adverse impact on the reputation, business, business relationships or financial condition of the Company or any of its
Affiliates; (vi) the commission of an act of fraud or embezzlement against the Company or any of its Affiliates; or (vii) any conviction of, or plea of guilty or nolo contendere to, a felony or of a crime involving fraud or
misrepresentation; provided, however, that Cause shall not be deemed to exist under any of the foregoing clauses (i), (ii), (iii) or (iv) unless Participant has been given reasonably detailed written notice of the grounds for
such Cause and, if curable, Participant has not effected a cure within 20 days of the date of receipt of such notice. 

  
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 (d) “Deemed Inflows” means, that if at any time a
Change in Control is consummated and to the extent that the proceeds received by MDP in such Change in Control are not cash, cash equivalents, or Readily Marketable Securities, MDP will be deemed to receive an MDP Inflow on the day on which such
Change in Control transaction is consummated, and the amount of such MDP Inflow shall be equal to the fair market value of such proceeds (valued as of the date of receipt) less the reasonably expected costs of disposition of such proceeds, as
determined in good faith by the Administrator. 
 (e) “Disability” shall have the
meaning set forth in Participant’s employer’s existing long-term disability insurance plan, or, in the event that at any time there is no such insurance plan in place with respect to Participant, at such time that he or she is unable to
perform his or her material job duties for the Company or any of its Affiliates by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a
continuous period of not less than twelve (12) months, as determined by a physician selected by the Company. 
 (f) “Initial Public Offering” means an initial public offering, after the Effective Date, of the Company’s common stock pursuant to an offering registered under the Securities
Act, other than any such offerings that are registered on Form S-4 under the Securities Act (unless such offering registered on Form S-4 results in the issuance of shares of the Company’s common stock to the public that are listed on a national
securities exchange). 
 (g) “MDP Inflows” means, as of a Measurement Date, without
duplication, the aggregate of all cash, cash equivalents, Readily Marketable Securities, and Deemed Inflows received by MDP since June 15, 2010 to such Measurement Date with respect to its ownership of securities of the Company, including any
proceeds (so long as such proceeds constitute cash, cash equivalents, Readily Marketable Securities or Deemed Inflows) from the sale of securities of the Company by MDP, whether by way of merger, stock sale or otherwise, and from cash dividends and
other cash distributions made by the Company with respect to securities of the Company, but excluding Directors’ fees, expense reimbursements, and management, transaction or consulting fees approved by the Board. For avoidance of doubt, in each
case MDP Inflows will be determined on a net basis, after giving effect to any vesting of performance vesting options that may result from receipt of such MDP Inflows, which may require an iterative calculation. 

(h) “MDP Outflows” means, without duplication, the aggregate of the cash purchase price or
contribution made by MDP (on a cumulative basis) with respect to or in exchange for all of the securities of the Company acquired by MDP from June 15, 2010 through the applicable Measurement Date. 

(i) “Measurement Date” means each date on which an MDP Inflow or MDP Outflow shall occur, which
with respect to securities received by MDP which are not Readily Marketable Securities, shall include the date that the securities either (i) become Readily Marketable Securities or (ii) are treated as Deemed Inflows. 

(j) “Multiple of Money Return” is the quotient obtained by dividing (i) all MDP Outflows, by
(ii) all MDP Inflows. The Multiple of Money Return shall be determined in good faith by the Administrator. 

(k) “Per Share Purchase Price” means the amount determined to be the Per Share Purchase Price
pursuant to the terms of the Stock Purchase Agreement (i.e., $24.3660835172395). The Per Share Purchase Price shall be equitably adjusted from time to time to account for any stock splits, stock dividends, recapitalizations, reorganizations,
mergers, or other similar extraordinary transactions affecting the Common Stock, in each case as determined in good faith by the Administrator. 

  
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 (l) “Post-IPO Performance Criteria” means, subject
to the Participant continuing to be a Service Provider through the applicable satisfaction dates, satisfaction of both of the following conditions on at least one date (it being understood that the conditions may be satisfied on separate dates) in
the period commencing on the date that is ninety (90) days following the consummation of an Initial Public Offering and ending on June 15, 2017: (i) the closing trading price on each day in the 30 consecutive day period ending on such
date is equal to or greater than the Accreted Purchase Price for such date, and (ii) the closing trading price on each day in the 30 consecutive day period ending on such date is equal to or greater than an amount equal to (A) 2.25,
multiplied by (B) the Per Share Purchase Price. Whether the Post-IPO Performance Criteria have been satisfied shall be determined in good faith by the Administrator. 

(m) “Readily Marketable Securities” means securities (i) issued by an issuer with a market
capitalization equal to or greater than $400,000,000; (ii) that are of a class of securities listed on a major national or international stock exchange; (iii) that in the aggregate, the holder thereof holds not more than 25% of the
outstanding securities of such class; and (iv) that are or were issued to the holder thereof in a transaction registered under the Securities Act, the resale of which by the holder thereof is registered under the Securities Act, or such
securities are registrable upon demand under the Securities Act and are or become otherwise freely tradable by the holder thereof without restriction under applicable law. 

(n) “Stock Purchase Agreement” means that certain Amended and Restated Stock Purchase Agreement,
dated as of June 15, 2010, by and among the Company and the other persons party thereto. 
 (o)
“Stockholders Agreement” means that certain Management Stockholders Agreement by and between the Company and the Participant in the form attached to the Grant Notice as Exhibit D, as the same may be amended and/or
restated from time to time. 
 1.2 Incorporation of Terms of Plan. This Agreement and the Options granted
hereby are subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement shall control. 

ARTICLE 2. 

GRANT OF OPTION 
 2.1 Grant of Option. In consideration of Participant’s past and/or continued employment with or service to the Company or any of its Affiliates and for other good and valuable consideration,
effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to Participant the Option to purchase any part or all of an aggregate number of Shares set forth in the Grant Notice, upon
the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Section 12.2 of the Plan. The Option is a Non-Qualified Stock Option. 

2.2 Exercise Price. The exercise price of the Shares subject to the Option shall be as set forth in the Grant
Notice. 
 2.3 Consideration to the Company. In consideration of the grant of the Option by the Company,
Participant agrees to render faithful and efficient services to the Company or any of its Affiliates. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any of its
Affiliates or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or
without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or any of its Affiliates and Participant. 

  
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 ARTICLE 3. 
 PERIOD OF EXERCISABILITY 
 3.1 Commencement of
Exercisability. 
 (a) Subject to Sections 3.2, 3.3 and 5.13 hereof, the Option shall become vested and
exercisable in such amounts and at such times as are set forth in the Grant Notice. 
 (b) No portion of the
Option which has not become vested and exercisable at the date of Participant’s Termination of Service shall thereafter become vested and exercisable. 
 (c) Notwithstanding Section 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) hereof, the Time Vesting Schedule shall be deemed satisfied in the event of a Change in Control, or
Participant’s Termination of Service due to death or Disability, and as a result, the Time Vested Options shall be fully vested and exercisable upon such event, and the Performance Vested Options shall be vested or vest if the Performance
Criteria has also been satisfied prior to or as a result of such event. 
 3.2 Duration of
Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall
remain vested and exercisable until it expires and becomes unexercisable under Section 3.3 hereof. 
 3.3
Expiration of Option. The Option may not be exercised to any extent by any Person after the first to occur of the following events: 
 (a) The Expiration Date set forth in the Grant Notice, which date be ten (10) years from the Grant Date; 
 (b) The date of Participant’s Termination of Service by reason of Cause; 
 (c) The expiration of ninety (90) days from the date of Participant’s Termination of Service, unless such termination occurs by reason of Cause or Participant’s death or Disability; or

 (d) The expiration of twelve (12) months from the date of Participant’s Termination of Service by
reason of Participant’s death or Disability. 
 ARTICLE 4. 

EXERCISE OF OPTION 
 4.1 Person Eligible to Exercise. During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the
Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any Person empowered to do so under the deceased Participant’s will or under the
then applicable laws of descent and distribution. 

  
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 4.2 Partial Exercise. Any exercisable portion of the Option or the
entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof; provided, however, the
Option may only be exercised for whole Shares. 
 4.3 Manner of Exercise. The Option, or any exercisable
portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other Person designated by the Company), during regular business hours, of all of the following prior to the time when the
Option or such portion thereof becomes unexercisable under Section 3.3 hereof: 
 (a) If such exercise is
prior an Initial Public Offering, the delivery of a notice of intent to exercise the Option at such time and in such form as specified by the Administrator, stating that the Participant, or such other individual eligible to exercise the Option under
Section 4.1 desires to exercise the Option; 
 (b) An exercise notice in a form specified by the
Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; 

(c) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is
exercised, including payment of any applicable withholding tax, which may be made by deduction from other compensation payable to Participant or in such other form of consideration permitted under Section 4.4 hereof; 

(d) An executed Stockholders Agreement, joinder thereto or such other documents as the Company may require evidencing an
agreement to be bound by the terms of the Stockholders Agreement, if required under Section 4.5 hereof; 

(e) In the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the
Securities Act at the time this Option is exercised, unless waived by the Company, an Investment Representation Statement in the form attached hereto as Exhibit C; 

(f) Any other written representations as may be required in the Administrator’s reasonable discretion to evidence
compliance with the Securities Act or any other applicable law, rule or regulation; and 
 (g) In the event the
Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any Person or Persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option. 

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which
conditions may vary by jurisdiction and which may be subject to change from time to time. 
 4.4 Method of
Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant: 
 (a) Cash or check; 
 (b) Surrender of Shares (including, without
limitation, Shares otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences to the Company and having a Fair Market Value on the date of
delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or 

  
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 (c) Following an Initial Public Offering, through the delivery of a notice
that Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale directly to the Company
in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale. 

4.5 Restrictions on Shares. Participant hereby agrees that if the Option is exercised prior to an Initial Public
Offering or Change in Control, the Shares purchased upon exercise of the Option shall be subject to the terms and conditions of the Stockholders Agreement, including, without limitation, restrictions on the transferability of Shares and the right of
the Company to repurchase Shares. As a condition to exercise of the Option, Participant shall execute such documents as the Company may request agreeing to be bound by the Stockholders Agreement. 

4.6 Conditions to Issuance of Shares. The Shares deliverable upon the exercise of the Option, or any portion
thereof, may be either previously authorized but unissued Shares or issued Shares which have previously been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any
Shares purchased upon the exercise of the Option, or portion thereof, prior to fulfillment of all of the following conditions: 
 (a) Acceptance for listing of such Shares on all stock exchanges on which such Shares are then listed; 
 (b) Completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Administrator shall, in its discretion, deem necessary or advisable; 

(c) Obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator
shall, in its absolute discretion, determine to be necessary or advisable; 
 (d) Receipt by the Company of full
payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; 

(e) The Participant executing and returning to the Company the Stockholders Agreement under Section 4.5 hereof; and

 (f) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may
from time to time establish for reasons of administrative convenience. 
 In the event any of the foregoing
applies, any Shares that would otherwise have been delivered shall be delivered on the earlier of (i) the first date such limitation no longer applies, and (ii) the last date such Shares may be delivered without violating Code
Section 409A. 

  
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 4.7 Rights as Stockholder. The Holder of the Option shall not be, nor
have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such
Shares shall have been issued by the Company and held of record by such Holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan. 
 ARTICLE 5. 
 OTHER PROVISIONS 

5.1 Administration. The Administrator shall have the power to interpret the Plan, the Grant Notice and this
Agreement and to adopt such rules for the administration, interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all
interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither the Administrator nor, any member of the Committee or the Board shall be
personally liable for any action, determination or interpretation made in good faith with respect to the Plan, the Grant Notice, this Agreement or the Option. 
 5.2 Option Not Transferable. Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution, unless and until the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have lapsed. Neither the Option nor any interest or right therein shall be available to pay, perform, satisfy or
discharge the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition
be voluntary or involuntary, or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by the preceding sentence. 
 5.3 Binding Agreement.
Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 

5.4 Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option in such
circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 12.2 of the Plan (including, without limitation, an extraordinary cash dividend on
such Shares), the Administrator shall make such adjustments the Administrator deems appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the
Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan. 

5.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the
Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a
notice given pursuant to this Section 5.5, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given
to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.5. Any notice shall be deemed duly given when sent via email or when sent by overnight carrier, or certified mail
(return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 

  
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 5.6 Titles. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Agreement. 
 5.7 Governing Law. The
laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. 

5.8 Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are
intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and all other applicable securities
laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted
by applicable law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

5.9 Amendments, Suspension and Termination. To the extent permitted by the Plan, the Grant Notice and this
Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided that, except as may otherwise be provided by the Plan, no amendment,
modification, suspension or termination of the Grant Notice or this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant. 

5.10 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple
assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.2 hereof, this Agreement shall be binding upon Participant and his or
her heirs, executors, administrators, successors and assigns. 
 5.11 Limitations Applicable to
Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable
law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 
 5.12 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits hereto and thereto) constitute the entire agreement of the parties and supersede in their entirety all
prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. 

5.13 Section 409A. The Option granted hereby is not intended to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that
may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any
portion thereof) may be 

  
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subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so)
to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are
necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. 
 5.14 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the
part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the
Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to options, as and when exercised pursuant to
the terms hereof. 
 5.15 No Additional Benefits. The Plan and the benefits offered under the Plan are
provided by the Company on an entirely discretionary basis, and the Plan creates no vested rights. Neither the Option nor this Stock Option Agreement confers upon Participant any benefit other than as specifically set forth in this Stock Option
Agreement and the Plan. Participant understands and agrees that the benefits offered under this Option and the Plan are not part of Participant’s salary and that receipt of the Option does not entitle Participant to any future benefits under
the Plan or any other plan or program of the Company. The award of this Option is not part of Participant’s normal or expected compensation for purposes of calculating any: severance, resignation, redundancy, end of service, or bonus payments,
long-service awards, pension or retirement benefits, or similar payments. 
 5.16 Data Privacy. By
acceptance of the Option, Participant consents to the collection, use, processing, and transfer of personal data as described in this paragraph. Participant understands that the Company and its Affiliates hold some personal information about
Participant, including Participant’s name, home address and telephone number, date of birth, tax identification number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company,
details of all options or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor (the “Data”), for the purpose of managing and administering the Plan.
Participant further understands that the Company and its Affiliates will transfer Data among themselves as necessary for the purpose of implementation, administration, and management of the Option and Participant’s participation in the Plan,
and that the Company and any of its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration, and management of the Plan. Participant understands that these recipients may be located
in the United States and elsewhere. Participant authorizes them to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing the Option and Participant’s
participation in the Plan, including any transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Participant’s behalf to a broker or other third party with whom Participant may
elect to deposit any Shares acquired pursuant to the Plan. Participant understands and further authorizes the Company and each of its Affiliates to keep Data in Participant’s personnel file. Participant also understands that he or she may, at
any time, review Data, require any necessary amendments to Data, or withdraw the consents herein by contacting the Company in writing. However, withdrawal of Participant’s consent may affect Participant’s ability to exercise the Option and
to participate in the Plan. 

  
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 EXHIBIT B 
 CONSENT OF SPOUSE 
 I,
                                , spouse of
                                , have read and approve the foregoing TransUnion
Corp. Stock Option Agreement (as amended from time to time the “Agreement”). In consideration of issuing to my spouse the shares of the common stock of TransUnion Corp. set forth in the Agreement, I hereby appoint my spouse
as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of common stock par value $0.01 per share
of TransUnion Corp. issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement. 

 

					
	Dated:             , 2010	 		 	  

		 		 	Signature of Spouse


  
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 EXHIBIT C 
 INVESTMENT REPRESENTATION STATEMENT 
  

			
	PARTICIPANT:	  	«First_Name» «Last_Name»
		
	COMPANY:	  	TRANSUNION CORP.
		
	SECURITY:	  	NON-VOTING COMMON STOCK
		
	AMOUNT:	  	                        
		
	DATE :	  	             ,         


In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:

 1. The Participant is aware of the Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. The Participant is acquiring these Securities for investment for the Participant’s own account only and not with a view to, or
for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). 

2. The Participant acknowledges and understands that the Securities constitute “restricted securities” under
the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Participant’s investment intent as expressed
herein. In this connection, the Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if the Participant’s representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other
fixed period in the future. The Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Participant
further acknowledges and understands that the Company is under no obligation to register the Securities. The Participant understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company and any other legend required under applicable state securities laws. 

3. The Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the
Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.
Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to the Participant, the exercise will be exempt from registration under the Securities Act. In the event the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ninety (90) days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including: (1) the resale being made through a broker in an unsolicited “broker’s
transaction” or in transactions directly with a market maker (as said term is defined under the Exchange Act); and, in the case of an affiliate, (2) the availability of certain public information about the Company, (3) the amount
of Securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), and (4) the timely filing of a Form 144, if applicable. 

  
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 In the event that the Company does not qualify under Rule 701 at the
time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires the resale to occur not less than one year after the later of the date the Securities
were sold by the Company or the date the Securities were sold by an affiliate of the Company, within the meaning of Rule 144; and, in the case of acquisition of the Securities by an affiliate, or by a non-affiliate who subsequently holds the
Securities less than two years, the satisfaction of the conditions set forth in sections (1), (2), (3) and (4) of the paragraph immediately above. 
 4. The Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A,
or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private
placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so at their own risk. The Participant understands that no assurances can be given that any such other registration exemption will be available in such event. 

 

	
	Signature of the Participant:
	
	  

	
	Date:             , 20    



  
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 EXHIBIT D 
 STOCKHOLDERS AGREEMENT 

  
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