CLIFFORD CHANCE LLPShareholders Agreement • December 14th, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of [•] [•], 2010, and is between NIELSEN HOLDINGS N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Company”), VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A R.L. (“LuxCo”), ALPINVEST PARTNERS CS INVESTMENTS 2006 C.V. (“AlpInvest”), BLACKSTONE CAPITAL PARTNERS (CAYMAN) V LP (“Blackstone”), CARLYLE PARTNERS IV CAYMAN, L.P. (“Carlyle”), CENTERVIEW CAPITAL GP LLC (“Centerview”), HELLMAN & FRIEDMAN CAPITAL PARTNERS V (CAYMAN), L.P. (“H&F”), KKR VNU (MILLENIUM) LIMITED (“KKR”) and THL FUND VI (ALTERNATIVE) CORP. (“THL”, together with AlpInvest, Blackstone, Carlyle, Centerview, H&F and KKR, the “Stockholders”, and individually a “Stockholder”). References to a Stockholder include all of its affiliated private equity funds, including co-invest and side-by-side entities, that hold shares of Common Stock of the Company. References to Stockholders also include transferees
