Nielsen Holdings B.V. Sample Contracts

MORGAN STANLEY & CO. INCORPORATED NIELSEN HOLDINGS N.V. [ ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • January 10th, 2011 • Nielsen Holdings B.V. • Services-business services, nec • New York

Nielsen Holdings N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value EUR 0.07 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. Prior to the execution and delivery of this Agreement, the following actions, among others, were effected by execution of one or more notarial deeds: (i) the increase of the authorized share capital of the Company from EUR

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NIELSEN N.V. 8,957,091 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • June 15th, 2015 • Nielsen N.V. • Services-business services, nec • New York

The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Nielsen N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), proposes to sell to the Underwriter named in Schedule 1 hereto (the “Underwriter” or “you”) an aggregate of 8,957,091 shares of common stock, par value EUR 0.07 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

TWENTY-FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 25th, 2021 • Nielsen Holdings PLC • Services-business services, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of June 25, 2020, between Brandbank Limited, a private limited company incorporated in England and Wales (registered no. 03650275) (the “Guaranteeing Subsidiary”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “Issuers”), and Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee (the “Trustee”).

MORGAN STANLEY & CO. LLC NIELSEN HOLDINGS N.V. 30,000,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • March 26th, 2012 • Nielsen Holdings N.V. • Services-business services, nec • New York

Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Nielsen Holdings N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 shares of common stock, par value EUR 0.07 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 4,500,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

NIELSEN HOLDINGS N.V. 30,000,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • March 10th, 2014 • Nielsen Holdings N.V. • Services-business services, nec • New York

The stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of Nielsen Holdings N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), proposes to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC (collectively, the “Underwriters” or “you”) an aggregate of 30,000,000 shares of common stock, par value EUR 0.07 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 4,500,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER NIELSEN FINANCE LLC NIELSEN FINANCE CO.
Registration Rights Agreement • October 4th, 2012 • Nielsen Holdings N.V. • Services-business services, nec • New York
TWENTY-THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 25th, 2021 • Nielsen Holdings PLC • Services-business services, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of June 25, 2020, between Brandbank Limited, a private limited company incorporated in England and Wales (registered no. 03650275) (the “Guaranteeing Subsidiary”), an affiliate of The Nielsen Company (Luxembourg) S.à r.l., a Luxembourg société à responsabilité limitée (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

MANAGEMENT STOCKHOLDER’S AGREEMENT (David L. Calhoun)
Management Stockholder’s Agreement • November 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York

This Management Stockholder’s Agreement (this “Agreement”) is entered into as of November 22, 2006 (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”), and the undersigned person (the “Management Stockholder”) (the Company, Luxco and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof.

INDENTURE Dated as of September 24, 2020 Among NIELSEN FINANCE LLC, NIELSEN FINANCE CO., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 5.875% SENIOR NOTES DUE 2030
Indenture • September 24th, 2020 • Nielsen Holdings PLC • Services-business services, nec • New York

INDENTURE, dated as of September 24, 2020, among Nielsen Finance LLC, a Delaware limited liability company (“Nielsen LLC”), Nielsen Finance Co., a Delaware corporation (together with Nielsen LLC and not any of their subsidiaries, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, as Trustee.

NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Restricted Stock Unit Award Agreement • February 8th, 2018 • Nielsen Holdings PLC • Services-business services, nec • New York

THIS AGREEMENT (the “Agreement”), is made, effective as of _________________ (the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales (hereinafter called the “Company”), and _____________________________ (the “Participant”). For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “Plan”), shall have the meanings set forth in Exhibit A attached to this Agreement and incorporated by reference herein.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 28th, 2022 • Nielsen Holdings PLC • Services-business services, nec • New York

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule A”, such date, the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereinafter referred to as the “Company”), and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (the “Participant”). For purposes of this Agreement, capitalized terms not otherwise defined herein shall have the meaning set forth in the Nielsen 2019 Stock Incentive Plan (the “Plan”).

NINETEENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 25th, 2017 • Nielsen Holdings PLC • Services-business services, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of September 28, 2017, between Nielsen Holdings Luxembourg S.à r.l., a Luxembourg société à responsabilité limitée (the “Guaranteeing Subsidiary”), an affiliate of The Nielsen Company (Luxembourg) S.à r.l., a Luxembourg société à responsabilité limitée (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

NINTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 20th, 2015 • Nielsen N.V. • Services-business services, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of January 23, 2015, between Valcon Acquisition B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (the “Parent Guarantor”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “Issuers”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”).

CREDIT AGREEMENT Dated as of August 9, 2006 among NIELSEN FINANCE LLC, as a U.S. Borrower, VNU, INC., as a U.S. Borrower, VNU HOLDING AND FINANCE B.V., as Dutch Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME CITIBANK, N.A., as Administrative...
Credit Agreement • August 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 9, 2006, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), VNU, INC., a New York corporation (together with its successors and assigns, “VNU, Inc.” and, together with Nielsen, the “U.S. Borrowers”), VNU Holding and Finance B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the “Dutch Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, ABN AMRO Bank N.V., as a Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., ABN AMRO BANK N.V. and ING BANK N.V.

NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (CUMULATIVE EPS)
Performance Restricted Stock Unit Award Agreement • February 27th, 2020 • Nielsen Holdings PLC • Services-business services, nec • New York

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), is made, effective as of February 20, 2019 (the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereinafter referred to as the “Company”), and Participant Name (the “Participant”). For purposes of this Agreement, capitalized terms not otherwise defined above or below, or in the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “Plan”), shall have the meanings set forth in Exhibit A attached to this Agreement and incorporated by reference herein.

AGREEMENT AND PLAN OF MERGER among NIELSEN HOLDINGS N.V., TNC SUB I CORPORATION and ARBITRON INC. Dated as of December 17, 2012
Agreement and Plan of Merger • December 18th, 2012 • Nielsen Holdings N.V. • Services-business services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 17, 2012, among Nielsen Holdings N.V., a Netherlands company (“Parent”), TNC Sub I Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Arbitron Inc., a Delaware corporation (the “Company”).

INDENTURE Dated as of May 28, 2021 Among NIELSEN FINANCE LLC, NIELSEN FINANCE CO., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 4.500% SENIOR NOTES DUE 2029
Indenture • May 28th, 2021 • Nielsen Holdings PLC • Services-business services, nec • New York

INDENTURE, dated as of May 28, 2021, among Nielsen Finance LLC, a Delaware limited liability company (“Nielsen LLC”), Nielsen Finance Co., a Delaware corporation (together with Nielsen LLC and not any of their subsidiaries, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, as Trustee.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 9, 2006 Amended and Restated as of June 23, 2009 Further Amended and Restated as of February 2, 2012 Further Amended and Restated as of February 28, 2013 Further Amended and Restated as...
Credit Agreement • April 24th, 2014 • Nielsen Holdings N.V. • Services-business services, nec • New York

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 22, 2014 among NIELSEN FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC. (formerly known as VNU, Inc.), a New York corporation (together with its successors and assigns, “TNC” and, together with Nielsen, the “U.S. Borrowers”), NIELSEN HOLDING AND FINANCE B.V. (formerly known as VNU Holding and Finance B.V.), a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the “Dutch Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and amends and restates the Original Credit

EIGHTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 25th, 2021 • Nielsen Holdings PLC • Services-business services, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of June 25, 2020, between The Nielsen Company (Europe) Sàrl, a Switzerland société à responsabilité limitée (the “Guaranteeing Subsidiary”), an affiliate of The Nielsen Company (Luxembourg) S.à r.l., a Luxembourg société à responsabilité limitée (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

AMENDMENT NUMBER FOUR
Amended and Restated Master Services Agreement • April 25th, 2013 • Nielsen Holdings N.V. • Services-business services, nec
AMENDMENT AGREEMENT
Credit Agreement • July 22nd, 2020 • Nielsen Holdings PLC • Services-business services, nec • New York

This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of July 21, 2020 among NIELSEN FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC. (formerly known as VNU, Inc.), a New York corporation (together with its successors and assigns, “TNC” and, together with Nielsen, the “U.S. Borrowers”), NIELSEN HOLDING AND FINANCE B.V. (formerly known as VNU Holding and Finance B.V.), a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the “Dutch Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and amends and restates the Original Credit A

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THIRTEENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 26th, 2016 • Nielsen Holdings PLC • Services-business services, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of April 20, 2016, between Nielsen Luxembourg S.ar.l., a Luxembourg société à responsabilité limitée (the “Guaranteeing Subsidiary”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “Issuers”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”).

SENIOR SECURED LOAN AGREEMENT Dated as of June 8, 2009 among NIELSEN FINANCE LLC as Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO...
Senior Secured Loan Agreement • July 8th, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York

This SENIOR SECURED LOAN AGREEMENT (this “Agreement”) is entered into as of June 8, 2009, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen” or the “Borrower”), the Guarantors party hereto from time to time, Goldman Sachs Lending Partners LLC, as Administrative Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 9, 2006 Amended and Restated as of June 23, 2009 Further Amended and Restated as of February 2, 2012 Further Amended and Restated as of February 28, 2013 among NIELSEN FINANCE LLC, as a...
Credit Agreement • March 4th, 2013 • Nielsen Holdings N.V. • Services-business services, nec • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 9, 2006, amended and restated as of June 23, 2009, further amended and restated as of February 2, 2012, and further amended and restated as of February 28, 2013, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC. (formerly known as VNU, Inc.), a New York corporation (together with its successors and assigns, “TNC” and, together with Nielsen, the “U.S. Borrowers”), Nielsen Holding and Finance B.V. (formerly known as VNU Holding and Finance B.V.), a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the “Dutch Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issue

AMENDMENT NUMBER 2 TO THE AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • July 8th, 2010 • Nielsen Holdings B.V. • Services-business services, nec

This AMENDMENT NUMBER 2 (the “Data Privacy Amendment”), effective as of October 31, 2007 (“Amendment Effective Date”) is made and entered into by and between TCS and Nielsen and modifies the AMENDED AND RESTATED MASTER SERVICES AGREEMENT, dated as of October 1, 2007, between TCS and Nielsen (the “Agreement”).

PERFORMANCE STOCK OPTION AGREEMENT
Performance Stock Option Agreement • May 6th, 2021 • Nielsen Holdings PLC • Services-business services, nec • New York

THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule A”, such date, the “Grant Date”) by and between Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom (hereinafter referred to as the “Company”), and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in this Agreement shall have the meaning set forth in the Nielsen 2019 Stock Incentive Plan (the “Plan”).

sixth SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 26th, 2018 • Nielsen Holdings PLC • Services-business services, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of February 7, 2018, between Visual IQ, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), an affiliate of The Nielsen Company (Luxembourg) S.à r.l., a Luxembourg société à responsabilité limitée (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

AMENDMENT NO. 4
Credit Agreement • July 6th, 2018 • Nielsen Holdings PLC • Services-business services, nec • New York

AMENDMENT NO. 4, dated as of June 29, 2018 (this “Amendment”), relating to that certain Fourth Amended and Restated Credit Agreement, entered into as of April 22, 2014 (as amended by that certain Amendment No. 1 dated as of March 30, 2016, as further amended by that certain Amendment No. 2 dated as of October 4, 2016, as further amended by that certain Amendment No. 3 dated as of April 13, 2017, and as further amended from time to time prior to the Amendment No. 4 Effective Date, the “Existing Credit Agreement”), among NIELSEN FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC., a New York corporation (together with its successors and assigns, “TNC” and, together with Nielsen, the “U.S. Borrowers”), NIELSEN HOLDING AND FINANCE B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Diemen, The Netherlands (together with its successors and assigns, the “Dutch Borrower” a

SEVENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 20th, 2015 • Nielsen N.V. • Services-business services, nec • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of January 23, 2015, between Valcon Acquisition B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law (the “Parent Guarantor”), an affiliate of The Nielsen Company (Luxembourg) S.ar.l., a Luxembourg société à responsabilité limitée (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC, THE OTHER GRANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Collateral Agent
Security Agreement • July 8th, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York

SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC (the “U.S. Borrower”), the other Grantors identified herein and who become a party hereto from time to time and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).

AMENDMENT AGREEMENT
Credit Agreement • March 4th, 2013 • Nielsen Holdings N.V. • Services-business services, nec • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 9, 2006, amended and restated as of June 23, 2009, further amended and restated as of February 2, 2012, and further amended and restated as of February 28, 2013, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC. (formerly known as VNU, Inc.), a New York corporation (together with its successors and assigns, “TNC” and, together with Nielsen, the “U.S. Borrowers”), Nielsen Holding and Finance B.V. (formerly known as VNU Holding and Finance B.V.), a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the “Dutch Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issue

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • February 28th, 2019 • Nielsen Holdings PLC • Services-business services, nec • New York

THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is made by and between Dwight Barns residing at 3 Stonybrook Road Westport CT, 06880 (the “Participant”) and Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom (the “Company” and together with its subsidiaries and affiliates, the “Company Group”).

FORM OF STOCK OPTION AGREEMENT (David L. Calhoun)
Stock Option Agreement • November 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York

THIS AGREEMENT, dated as of November 22, 2006 (the “Grant Date”) is made by and between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Haarlem, The Netherlands (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).

AMENDMENT NUMBER 3
Amendment Number 3 • July 8th, 2010 • Nielsen Holdings B.V. • Services-business services, nec

AMENDMENT NUMBER 3, effective as of May 11, 2009 by and between TATA AMERICA INTERNATIONAL CORPORATION and TATA CONSULTANCY SERVICES LIMITED (jointly, “TCS”) and THE NIELSEN COMPANY LLC (formerly, AC NIELSEN (US), INC.) (“Nielsen”) modifies the AMENDED AND RESTATED MASTER SERVICES AGREEMENT (the “Agreement”), dated as of October 1, 2007.

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