NONCOMPETITION AGREEMENTNetratings Inc • November 13th, 2001 • Services-business services, nec • New York
THIS NONCOMPETITION AGREEMENT is made and entered into this 25th day of October, by and between THE NPD GROUP, Inc. ("Stockholder") and NETRATINGS, INC., a Delaware corporation ("Parent"). For the purposes of this Agreement, "Parent" shall be deemed to include Parent and its majority-owned direct and indirect subsidiaries that operate the Company Business (as hereinafter defined) during the term of this Agreement.
FORM OF STOCKHOLDERS AGREEMENT INTRODUCTORY TABLEStockholders Agreement • November 13th, 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 in the form of 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, held by such stockholders subject to the Stockholders Agreement. The aggregate outstanding shares beneficially owned by the identified individuals as of October 25, 2001, the date the Stockholders Agreements were executed, represented approximately 22% of Jupiter Media Metrix, Inc.'s outstanding shares.
QuickLinks -- Click here to rapidly navigate through this documentLoan and Security Agreement • November 13th, 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 13th, 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").
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG NETRATINGS, INC. ESTANCIA ACQUISITION CORPORATION, ACNIELSEN ERATINGS.COM AND ACNIELSEN CORPORATION October 25, 2001Services Agreement • November 13th, 2001 • Netratings Inc • Services-business services, nec • Delaware
This Post-Closing Agreement (this "Agreement") is made as of 2001 (the "Effective Date") by and among ACNielsen Corporation, a Delaware corporation with a place of business at 177 Broad Street, Stamford, Connecticut 06901 ("ACNielsen"), NetRatings, Inc., a Delaware corporation with a place of business at 830 Hillview Court, Milpitas, California 95035 ("NRI"), and ACNielsen eRatings.com, a Delaware corporation with its principal place of business at 177 Broad Street, Stamford, Connecticut 06901 (individually, "eRatings" and, collectively with ACNielsen and NRI, the "Parties").
STANDSTILL AGREEMENTStandstill Agreement • November 13th, 2001 • Netratings Inc • Services-business services, nec • Delaware
THIS STANDSTILL AGREEMENT ("Agreement"), dated as of October 25, 2001, is entered into by and between NetRatings, Inc. a Delaware corporation ("NetRatings"), and VNU N.V., a Netherlands corporation ("VNU").
