AGREEMENT TERMINATING THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT REGARDING NIELSEN HOLDINGS N.V.

       EXHIBIT 10.1

AGREEMENT TERMINATING THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT REGARDING XXXXXXX HOLDINGS N.V.

THIS AGREEMENT (the “Termination Agreement”), effective August 14, 2013, terminates that certain Xxxxxxx and Restated Shareholders’ Agreement regarding  Xxxxxxx Holdings N.V. dated January 31, 2011, as the same was amended from time to time, (the “Shareholders’ Agreement”) by and among AlpInvest, Blackstone, Carlyle, Centerview, Xxxxxxx & Xxxxxxxx, KKR, Xxxxxx X. Xxx Partners, Xxxxxx Acquisition Holding (Luxembourg) S.ar.l. (“Luxco”), Xxxxxxx Holdings N.V. (the “Company”), Valcon Acquisition B.V. and The Xxxxxxx Company B.V. (the foregoing collectively referred to herein as the “Parties”).

In consideration of the mutual agreements specified herein, the Parties agree as follows:

	A.	The Shareholders’ Agreement is hereby terminated except as follows:
	1.	Definitions and Interpretation
		Section 1 of the Shareholders’ Agreement shall remain in effect insofar as is necessary to implement and interpret the provisions of the Shareholders’ Agreement that remain in effect hereunder and the letter agreements being entered into as of even date between Xxxxxxx Holdings N.V. and certain Parties hereto.
	2.	Indemnification
		Section 7 of the Shareholders’ Agreement shall remain in effect in accordance with its terms.
	3.	Access to Information, Financial Statements and Confidentiality
		Section 10.5 of the Shareholders’ Agreement shall remain in effect in accordance with its terms.
	4.	VCOC Management Rights Agreement
		Section 10.7 of the Shareholders’ Agreement shall remain in effect in accordance with its terms.
	5.	Miscellaneous
		Section 11 of the Shareholders’ Agreement shall remain in effect in accordance with its terms, except that, pursuant to Section 11.1 of the Shareholders’ Agreement, Section 11.2.3 of the Shareholders’ Agreement is hereby amended by deleting clause (i) thereto and deleting the reference to (ii). For the avoidance of doubt, and notwithstanding anything to the contrary in the Shareholders’ Agreement, Sections 10.2, 10.3 and 10.4 of the Shareholders’ Agreement shall not survive termination of the Shareholders’ Agreement.

	B.	The following additional provisions apply to this Termination Agreement:
		Transfer-Related Provisions. The Company agrees that (i) any sales of shares of the Company by Luxco at the direction and for the benefit of a Small Investor (as defined in the Luxco Shareholders’ Agreement dated the date hereof) will not be subject to any of the Company’s xxxxxxx xxxxxxx policies, restrictions or windows and (ii) Section 3.7 of the Registration Rights Agreement entered into by the Company with the other Parties will not apply to any Small Investor.
		Applicable Law. This Termination Agreement shall be governed by and shall be construed in accordance with the laws of the State of New York, except to the extent that the matter in question is mandatorily required to be governed by Luxembourg law or Dutch law, in which case it will be governed by the applicable provisions of such law.
		Disputes. All actions arising out of or relating to this Termination Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York (other than with respect to an appeal from such courts to a higher court outside of the State of New York). The Parties hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
		Assignment. Except as permitted in this Termination Agreement, the rights and obligations under this Agreement may not be transferred by any Party hereto, in whole or in part, to any third party, and any purported transfer without such consent shall be void and unenforceable.  The rights and obligations hereunder are personal to each Party and may not be assigned to any person except with the prior approval of the Company, provided that each Party shall be permitted to assign any such right to one or more of its affiliates.
		Specific Performance.  Each Party acknowledges and agrees that money damages would not be a sufficient remedy for any breach of the provisions of this Termination Agreement. In the event of a breach of this Termination Agreement by a Party which breach threatens irreparable harm to any other Party, such non-breaching Party may seek specific enforcement or injunctive relief from any court of competent jurisdiction, which remedies shall not limit, but shall be in addition to, all other remedies that the non-breaching Parties may have at law or in equity.
		Third Parties.  This Termination Agreement does not create any rights, claims or benefits inuring to any person that is not a Party hereto nor create or establish any third party beneficiary hereto.
		Binding Effect. This Termination Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

Severability. Should any provision of this Termination Agreement be invalid or unenforceable, in whole or in part, or should any provision later become invalid or unenforceable, this shall not affect the validity of the remaining provisions of this Termination Agreement which shall not be affected and shall remain in full force and effect.

Counterparts. This Termination Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Termination Agreement by such Party.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the date first above written.

	XXXXXXX HOLDINGS N.V.
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Secretary
	VALCON ACQUISITION B.V
	By:	/s/ MJB Rutte
		Name: MJB Rutte
		Title: Director A
	THE XXXXXXX COMPANY B.V
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Director B
	Valcon Acquisition Holding (Luxembourg) S.À X.X.
	By:	/s/ Xxxxxxxxx Xxxxxxx
		Name: Xxxxxxxxx Xxxxxxx
		Title: B Manager
	Valcon Acquisition Holding (Luxembourg) S.À X.X.
	By:	/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: A Manager
	ALPINVEST PARTNERS CS INVESTMENTS 2006 C.V.
	By:	/s/ X. Xxxxxxxxxx
		Name: X. Xxxxxxxxxx
		Title: Tax Counsel
	By:	/s/ E.M.J. Thyssen
		Name: E.M.J. Thyssen
		Title: Managing Partner

	ALPINVEST PARTNERS LATER STAGE CO-INVESTMENTS CUSTODIAN II-A, BV
	By:	/s/ X. Xxxxxxxxxx
		Name: X. Xxxxxxxxxx
		Title: Tax Counsel
	By:	/s/ E.M.J. Thyssen
		Name: E.M.J. Thyssen
		Title: Managing Partner
	BLACKSTONE CAPITAL PARTNERS (CAYMAN) V, L.P.
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Managing Director
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V, L.P.
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Managing Director
	BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) V, L.P.
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Managing Director
	BLACKSTONE CAPITAL PARTNERS (CAYMAN) V-A, L.P.
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Managing Director

	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V-SMD, L.P.
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Managing Director
	BCP (CAYMAN) V-S, L.P.
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Managing Director
	BCP V CO-INVESTORS (CAYMAN), L.P.
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Senior Managing Director
	Carlyle Partners IV Cayman, L.P.
	By:	/s/ Xxxxxx X’Xxxxxxx
		Name: Xxxxxx X’Xxxxxxx
		Title: Director
	xx xx COINVESTMENT CAYMAN, L.P.
	By:	/s/ Xxxxxx X’Xxxxxxx
		Name: Xxxxxx X’Xxxxxxx
		Title: Director

	CEP II PARTICIPATIONS S.À X.X. XXXXX
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Manager and Authorized Signatory
	CENTERVIEW capital, L.P.
	By:	Centerview Partners GP, L.P.
		Its General Partner
	By:	Centerview Capital GP, LLC
		Its General Partner
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:
	CENTERVIEW EMPLOYEES, L.P.
	By: Centerview Capital GP, LLC
	Its General Partner
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:
	CENTERVIEW vnu llc
	By: Centerview Partners Capital Holdings LLC,
	its Managing Member
	By:	/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title:
	Xxxxxxx & Xxxxxxxx Capital Partners V (Cayman), L.P.
	By:	/s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Vice President
	Xxxxxxx & Xxxxxxxx Capital Partners V (Cayman Parallel), L.P.
	By:	/s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Vice President

	Xxxxxxx & Xxxxxxxx Capital associates V (Cayman), L.P.
	By:	/s/ Xxxx X. Xxxx
		Name: Xxxx X. Xxxx
		Title: Vice President
	KKR VNU (Millenium) L.P.
	By: KKR VNU (Millennium) Limited
	its General Partner
	By:	/s/ Xxxxxxxxx Xxxxx
		Name: Xxxxxxxxx Xxxxx
		Title:
	KKR MILLENNIUM FUND (OVERSEAS), LIMITED PARTNERSHIP
	By: KKR Associates Millennium (Overseas), Limited Partnership
		its General Partner
	By: KKR Millennium Limited
		its General Partner
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxxx
		Title:
	KKR VNU EQUITY INVESTORS, L.P.
	By: KKR VNU GP Limited
		its General Partner
	By:	/s/ Xxxxxxxxx Xxxxx
		Name: Xxxxxxxxx Xxxxx
		Title:
	THL Fund VI (Alternative) Corp.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	THL COINVESTMENT PARTNERS, L.P.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director

	THL equity fund vi investors (vnu), L.p.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	THL equity fund vi investors (vnu) ii, L.p.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	THL equity fund vi investors (vnu) iIi, L.p.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	THL equity fund vi investors (vnu) iv, llc
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX INVESTMENT HOLDINGS, LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX INVESTMENTS EMPLOYEES’ SECURITIES COMPANY I LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX INVESTMENTS EMPLOYEES’ SECURITIES COMPANY II LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director

	XXXXXX INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX X. XXX INVESTORS LIMITED PARTNERSHIP
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX X. XXX (ALTERNATIVE) PARALLEL FUND V, L.P.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX X. XXX (ALTERNATIVE) CAYMAN FUND V, L.P.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX X. XXX (ALTERNATIVE) FUND VI, L.P.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX X. XXX (ALTERNATIVE) PARALLEL FUND VI, L.P.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director
	XXXXXX X. XXX (ALTERNATIVE) PARALLEL (DT) FUND VI, L.P.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director