STOCKHOLDERS AGREEMENT INTRODUCTORY TABLEStockholders Agreement • November 5th, 2001 • Netratings Inc • Services-business services, nec • Delaware
The following table identifies each of the Jupiter Media Metrix, Inc. stockholders who signed the Stockholders Agreement as included in this Exhibit and indicates the total number of shares of Jupiter Media Metrix, Inc. common stock, or shares issuable pursuant to options to purchase common stock, as the case may be, covered by such Stockholder Agreement. The aggregate outstanding shares beneficially owned by the identified individuals as of October 25, 2001, the date the Stockholders Agreement was executed, represented approximately 23.4% of Jupiter Media Metrix, Inc.'s outstanding shares. Without giving effect to the issuance of such additional option shares, there were 7,961,115 shares of outstanding Jupiter Media Metrix Common Stock held by the stockholders of Jupiter Media Metrix who are party to the Stockholders Agreement, representing approximately 22.3% of the shares of Jupiter Media Metrix Common Stock outstanding on October 25, 2001.
QuickLinks -- Click here to rapidly navigate through this documentLoan and Security Agreement • November 5th, 2001 • Netratings Inc • Services-business services, nec • California
This LOAN AND SECURITY AGREEMENT is entered into as of October 25, 2001, by and between NetRatings, Inc., a Delaware corporation ("Lender"), Jupiter Media Metrix, Inc., a Delaware corporation (the "Company"), AdRelevance, Inc., a Washington corporation ("AdRelevance"), IRG Acquisition Corp, a California corporation ("IRG"), Jupiter Communications, Inc., a Delaware corporation ("JCI"), MMXI Holdings, Inc., a Delaware corporation ("Holdings"), Net Market Makers, Inc., a California corporation ("NMM") (AdRelevance, IRG, JCI, Holdings and NMM, collectively, the "Identified Subsidiaries") (the Company and the Identified Subsidiaries each individually a "Borrower" and collectively the "Borrowers").
AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 25, 2001 BY AND AMONG NETRATINGS, INC. SONOMA ACQUISITION CORP., LLC. AND JUPITER MEDIA METRIX, INC.Agreement and Plan of Merger • November 5th, 2001 • Netratings Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of October 25, 2001, among NETRATINGS, INC., a Delaware corporation ("Parent"), SONOMA ACQUISITION CORP., LLC., a Delaware limited liability company of which Parent is the sole member ("Sub"), and JUPITER MEDIA METRIX, INC., a Delaware corporation (the "Company").
JOINT FILING AGREEMENTJoint Filing Agreement • November 5th, 2001 • Netratings Inc • Services-business services, nec
The undersigned hereby agree that the statement on Schedule 13D dated November 5, 2001 with respect to the common stock of Jupiter Media Metrix, Inc. is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 31(d)-1(f) under the Securities Exchange Act of 1934, as amended.
