Exhibit 9
CLOSING AGREEMENT
BETWEEN
NETRATINGS, INC. AND XXXXXXX MEDIA RESEARCH, INC.
This Agreement dated December 21, 1999 (the "Closing Agreement") sets forth
the closing procedures for the additional investment in NetRatings, Inc.
("NTRT") by Xxxxxxx Media Research, Inc. ("NMR") pursuant to the Top-Off Notice
from NMR to NTRT dated October 26, 1999, NMR's exercise of two Common Stock
Purchase Warrants dated August 15, 1999 (the "Warrants") and the Agreement dated
November 9, 1999 between NTRT and NMR (the "November Agreement").
NTRT and NMR agree as follows:
1. The Control Date as defined in the November Agreement has occurred.
2. NMR has exercised the Top-Off Right pursuant to the Top-Off Notice.
3. NMR has exercised the Warrants by submitting them for exercise in
accordance with their terms.
4. Pursuant to the Top-Off Right, the following shareholders of NTRT (the
"Individual Holders") have agreed to sell the following number of shares to
NTRT, and NTRT will reissue said shares to NMR:
Xxxxx Xxxx 75,000
Xxxxxx Xxxxxx 24,350
Xxxxxx X. Xxxxxx, III 15,262
Xxxxx Xxxxx 750
Xxx Xxxxxxx 89,271
Xxxxx X. Xxxxxx (Jr.) 5,000
Xxxxxx/Xxxxxx Xxxxxx 1,600
Xxxx Xxxxxxx 35,000
Swiss Family Xxxxx, Ltd. 18,314
Xxxx Xxxx 296,814
Wilmont Living Trust 34,194
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595,555
5. On the date hereof (the "Closing Date"), NMR has paid NTRT $235,857,564
by wire transfer in consideration for the issuance to NMR, pursuant to the
Warrant exercise and the Top-Off Right, of 16,592,794 shares of Common Stock of
NTRT.
6. On the Closing Date, NTRT has instructed its transfer agent to issue, as
soon as practicable, a stock certificate to NMR for 17,188,349 shares of Common
Stock of NTRT (which includes the shares described in paragraphs 5 and 8).
7. As of the Closing Date, accordingly, NMR has become the beneficial owner
of said 17,188,349 shares.
8. The law firm of Xxxx, Xxxx, Xxxx & Friedenrich ("Xxxx, Xxxx") has agreed
to serve as escrow agent for the closing of the 595,555 shares to be sold to NMR
by the Individual Holders. On the date hereof, NMR has remitted $10,124,435 by
wire transfer to Xxxx, Xxxx to be held against receipt of the shares from each
Individual Holder. Xxxx, Xxxx will pay each holder $17.00 per share for the
shares submitted upon receipt from said Individual Holder of the full amount of
shares to be sold by him or her.
9. The Closing Date shall be deemed the "Closing" for purpose of the
resolutions of the Board of Directors of NTRT adopted by unanimous written
consent on December 20, 1999 electing the NMR Nominees (as defined in said
resolutions) to the Board of NTRT, and the NMR Nominees are thereby elected as
of the date hereof.
10. Capitalized terms not defined herein shall have the meanings assigned
to them in the November Agreement.
NetRatings, Inc. Xxxxxxx Media Research, Inc.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Title: Senior Vice President and
Chief Financial Officer Chief Legal Officer
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