{"id":41394,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-certificate-of-incorporation-of-acnielsen-er.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-certificate-of-incorporation-of-acnielsen-er","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/amended-and-restated-certificate-of-incorporation-of-acnielsen-er.html","title":{"rendered":"Amended and Restated Certificate of Incorporation of ACNielsen eRatings.com – ACNielsen Corp."},"content":{"rendered":"

Certificate of Incorporation of ACNielsen eRatings.com<\/p>\n

\u00a0<\/p>\n

AMENDED AND RESTATED <\/strong><\/p>\n

CERTIFICATE OF INCORPORATION <\/strong><\/p>\n

OF <\/strong><\/p>\n

ACNIELSEN ERATINGS.COM <\/strong><\/p>\n

Pursuant to \u00c2\u00a7242 and \u00c2\u00a7245 of the Delaware General Corporation Law
\n<\/strong><\/p>\n

The undersigned, a duly authorized officer of ACNielsen eRatings.com, a
\nDelaware corporation (the \u00e2\u0080\u009cCorporation<\/em><\/strong>\u00e2\u0080\u009d), does hereby
\ncertify as follows:<\/p>\n

A. The name of the Corporation is ACNielsen eRatings.com.<\/p>\n

B. The original Certificate of Incorporation of the Corporation was filed
\nwith the Secretary of State of the State of Delaware (the
\n\u00e2\u0080\u009cSecretary<\/em><\/strong>\u00e2\u0080\u009d) on September\u00a021,1999, a Restated
\nCertificate of Incorporation was filed with the Secretary on September\u00a022,1999
\nand a Certificate of Designation, Powers, Preferences and Rights of Class\u00a0A
\nPreferred Stock and Class B Preferred Stock was filed with the Secretary on
\nSeptember\u00a022, 1999.<\/p>\n

C. This Amended and Restated Certificate of Incorporation was duly adopted in
\naccordance with Sections 242 and 245 of the Delaware General Corporation Law
\n(the \u00e2\u0080\u009cDGCL<\/em><\/strong>\u00e2\u0080\u009d), and amends, restates and integrates the
\nprovisions of the Corporation\u00e2\u0080\u0099s Certificate of Incorporation as heretofore
\namended and supplemented. The holders of all of the Corporation\u00e2\u0080\u0099s outstanding
\nstock have approved the Amended and Restated Certificate of Incorporation by
\nwritten consent, given in accordance with Section\u00a0228 of the DGCL.<\/p>\n

D. The text of the Corporation\u00e2\u0080\u0099s Certificate of Incorporation, as heretofore
\namended or supplemented, is hereby further amended and restated to read in its
\nentirety as follows:<\/p>\n

1. The name of the corporation is ACNielsen eRatings.com (the
\n\u00e2\u0080\u009cCorporation<\/em><\/strong>\u00e2\u0080\u009d).<\/p>\n

2. The address of the Corporation\u00e2\u0080\u0099s registered office in Delaware is
\nCorporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
\nCastle, Delaware 19801. The Corporation Trust Company is the Corporation\u00e2\u0080\u0099s
\nregistered agent at that address.<\/p>\n

3. The purpose of the Corporation is to engage in any lawful act or activity
\nfor which corporations may be organized under the Delaware General Corporation
\nLaw (the \u00e2\u0080\u009cDGCL<\/em><\/strong>\u00e2\u0080\u009d).<\/p>\n

4. The Corporation shall have authority to issue a total number of
\n202,000,000 shares of stock, initially consisting of (i)\u00a0200,000,000 shares of
\ncommon stock, $.0001 par value per share (the \u00e2\u0080\u009cCommon
\nStock<\/em><\/strong>\u00e2\u0080\u009d) and (ii)\u00a02,000,000 shares of preferred stock, $.001 par
\nvalue per share (the \u00e2\u0080\u009cPreferred Stock<\/em><\/strong>\u00e2\u0080\u009d), undesignated
\nas to class or scries other than as contemplated by paragraphs<\/p>\n

\u00a0<\/p>\n

\n

5, 6 and 7 hereof with respect to the Class\u00a0A Preferred and the Class B
\nPreferred, respectively. The number of shares of the Common Stock may be
\nincreased or decreased by the affirmative vote of a majority of the voting power
\nof the Common Stock and Preferred Stock, voting together, entitled to vote on
\nthe election of directors, irrespective of the provisions of \u00c2\u00a7242(b)(2) of the
\nDGCL. Effective at the time of the filing with the Secretary of State of the
\nState of Delaware of this Amended and Restated Certificate of Incorporation,
\neach share of Common Stock issued and outstanding immediately prior to such time
\nshall, without any action on the part of the respective holders thereof be
\nreclassified as and subdivided into ten shares of Common Stock, and each stock
\ncertificate that, immediately prior to the time of such filing, represented
\nshares of Common Stock shall, from and after such time and without the necessity
\nof presenting the same for exchange, represent the number of shares of Common
\nStock into which the shares represented by such stock certificate were
\nreclassified and subdivided pursuant hereto. Subject to any limitations
\nprescribed by law, the Board of Directors of the Corporation (the
\n\u00e2\u0080\u009cBoard<\/em><\/strong>\u00e2\u0080\u009d) is authorized to provide for the issuance of
\nthe shares of unissued and undesignated Preferred Stock, in one or more classes
\nor series, and, in accordance with the DGCL, to fix the designation, powers,
\npreferences and rights of the shares of each such class and series and the
\nqualifications, limitations or restrictions thereof and to establish from time
\nto time the number of shares to be included in each such class or series.
\nWithout limiting the generality of the grant of authority contained in the
\npreceding sentence, the Board is authorized to determine any or all of the
\nfollowing, and the shares of each series may vary from the shares of any other
\nseries in any or all of the following aspects:<\/p>\n

(a) the number of shares of such series (which may subsequently be increased,
\nexcept as otherwise provided by the resolutions of the Board providing for the
\nissue of such series, or decreased to a number not less than the number of
\nshares then outstanding) and the distinctive designation thereof;<\/p>\n

(b) the dividend rights, if any, of such series, the dividend preferences, if
\nany, as between such series and any other class or series of stock, whether and
\nthe extent to which shares of such series shall be entitled to participate in
\ndividends with shares of any other series or class of stock, whether and the
\nextent to which dividends on such series shall be cumulative and any
\nlimitations, restrictions or conditions on the payment of such dividends;<\/p>\n

(c) the time or times during which, the price or prices at which, and any
\nother terms or conditions on which, the shares of such series may be redeemed,
\nif redeemable;<\/p>\n

(d) the rights of such series, and the preferences, if any, as between such
\nseries and any other class or series of stock, in the event of any voluntary or
\ninvoluntary liquidation, dissolution or winding-up of the Corporation and
\nwhether and the extent to which shares of any such series shall be entitled to
\nparticipate in such event with any other class or series of stock;<\/p>\n

(e) the voting powers, if any, in addition to the voting powers prescribed by
\nlaw of shares of such series and the terms of exercise of such voting powers;\n<\/p>\n

\u00a0<\/p>\n

2<\/p>\n

\u00a0<\/p>\n

\n

(f) whether shares of such series shall be convertible into or exchangeable
\nfor shares of any other series or class of stock, or any other securities, and
\nthe terras and conditions, if any, applicable to such right; and<\/p>\n

(g) the terms and conditions, if any, of any purchase, retirement or sinking
\nfund which may be provided for the shares of such series.<\/p>\n

5. The Certificate of Designation, Powers, Preferences and Rights of Class\u00a0A
\nPreferred Stock and Class B Preferred Stock (the \u00e2\u0080\u009cCertificate of
\nDesignation<\/em><\/strong>\u00e2\u0080\u009d) was filed with the Secretary of State of the State
\nof Delaware on September\u00a022, 1999. The provisions of Exhibits A and B to the
\nresolutions set forth in the Certificate of Designation, as amended and restated
\nhereby, are incorporated herein as paragraphs 6 and 7.<\/p>\n

6. Class\u00a0A Preferred Stock<\/u>. The designation, powers, preferences and
\nrelative, participating, optional and other rights of the Class\u00a0A Preferred
\nStock of the Corporation shall be as follows:<\/p>\n

(a) This class of preferred stock shall be designated as the \u00e2\u0080\u009cClass A
\nPreferred Stock\u00e2\u0080\u009d (the \u00e2\u0080\u009cClass A Preferred<\/em><\/strong>\u00e2\u0080\u009d). Shares of
\nthe Class\u00a0A Preferred shall have a par value of $.001 per share. The number of
\nauthorized shares constituting this class shall be 50,000 shares. Each share of
\nthe Class\u00a0A Preferred shall have a stated value of $1,000 (the
\n\u00e2\u0080\u009cClass A Stated Value<\/em><\/strong>\u00e2\u0080\u009d).<\/p>\n

(b) Whenever the board of directors declares a dividend on the Common Stock
\npayable other than in equity securities of the Corporation, the holders of
\nshares of the Class\u00a0A Preferred shall be entitled to receive such dividends as
\nif the shares of the Class\u00a0A Preferred had been converted into shares of the
\nCommon Stock immediately prior to the date the board of directors declares the
\ndividend. The number of shares of the Common Stock on which the Class\u00a0A
\nPreferred shall be paid a dividend shall be calculated using the conversion
\nformula set forth in subparagraph (d)\u00a0of this paragraph 6. The Class\u00a0A Preferred
\nshall not be entitled to receive any dividend payable in equity securities of
\nthe Corporation without the consent of a majority of the holders of the Common
\nStock (voting as a separate class).<\/p>\n

(c) Liquidation Preference.<\/p>\n

(i) In the event of any bankruptcy, liquidation, dissolution or winding up of
\nthe affairs of the Corporation, whether voluntary or involuntary, each holder of
\nshares of the Class\u00a0A Preferred then issued and outstanding shall be entitled to
\nreceive, prior and in preference to any distribution of any of the assets or
\nfunds of the Corporation to the holders of shares of Class\u00a0A Junior Stock (as
\ndefined below) by reason of their ownership of such stock, an amount per share
\nof the Class\u00a0A Preferred equal to the Class\u00a0A Stated Value of such share on the
\ndate of liquidation (as adjusted for any stock dividends or splits with respect
\nto the Class\u00a0A Preferred after September\u00a022, 1999 (the date of filing of the
\nCertificate of Designation). If the assets and funds legally available for
\ndistribution among the holders of the Class\u00a0A Preferred shall be insufficient to
\npermit the payment in full<\/p>\n

\u00a0<\/p>\n

3<\/p>\n

\u00a0<\/p>\n

\n

of any such preference amount then the assets and funds shall be distributed
\nratably among holders of shares of the Class\u00a0A Preferred in proportion to the
\nnumber of shares of the Class\u00a0A Preferred owned by each holder. If the assets
\nand funds of the Corporation available for distribution to stockholders shall be
\ninsufficient to permit the payment in full of the aforesaid amount and any and
\nall amounts payable in such event to holders of outstanding Class\u00a0A Parity
\nSecurities (as defined below), the holders of shares of the Class\u00a0A Preferred
\nand the holders of such other Class\u00a0A Parity Securities shall share ratably (as
\nto cash, in-kind or other distributions) in any distribution of assets of the
\nCorporation in proportion to the fall respective preferential amounts to which
\nsuch shares are entitled \u00e2\u0080\u009cClass A Junior Stock<\/em><\/strong>\u00e2\u0080\u009d shall
\nmean shares of the Common Stock or any other capital stock of the Corporation
\nranking with respect to liquidation junior to the Class\u00a0A Preferred.
\n\u00e2\u0080\u009cClass A Parity Securities<\/em><\/strong>\u00e2\u0080\u009d shall mean any class or
\nseries of capital stock that, in the event that the amounts payable thereon on
\nliquidation are not paid in full, is entitled to share ratably with the Class\u00a0A
\nPreferred in any distribution of assets.<\/p>\n

(ii) In the event the outstanding shares of the Class\u00a0A Preferred shall be
\ndivided (by stock split or otherwise) into a greater or lesser number of shares
\nof the Class\u00a0A Preferred, the Class\u00a0A Stated Value then in effect for each share
\nof the Class\u00a0A Preferred shall, concurrently with the effectiveness of such
\ndivision, be proportionately decreased or increased, as applicable, by
\nmultiplying the Class\u00a0A Stated Value by a fraction, (1)\u00a0the numerator of which
\nis the number of shares of the Class\u00a0A Preferred outstanding immediately prior
\nto such subdivision and (2)\u00a0the denominator of which is the number of shares of
\nthe Class\u00a0A Preferred outstanding immediately after such division.<\/p>\n

(d) Conversion.<\/p>\n

(i) Upon the closing of a firm-commitment underwritten initial public
\noffering of the Common Stock pursuant to an effective registration statement
\nunder the Securities Act of 1933 (the \u00e2\u0080\u009cSecurities
\nAct<\/em><\/strong>\u00e2\u0080\u009d), other than a registration statement relating solely to an
\nemployee benefit plan or transaction covered by Rule 145 of the Securities Act,
\nor upon the written election of the holders holding a majority of the issued and
\noutstanding shares of the Class\u00a0A Preferred, all the issued and outstanding
\nshares of the Class\u00a0A Preferred (the \u00e2\u0080\u009cClass A Preferred
\nOutstanding<\/em><\/strong>\u00e2\u0080\u009d) shall be automatically converted, as an aggregate
\n(and regardless of the number of shares of the Class\u00a0A Preferred Outstanding),
\ninto such number of shares of the Common Stock as will give the holders of the
\nClass\u00a0A Preferred, in the aggregate, voting power over such percentage of the
\nCorporation\u00e2\u0080\u0099s Voting Securities (as defined below) as is equal to the Class\u00a0A
\nConversion Percentage (as defined in the next sentence). For purposes hereof,
\nthe \u00e2\u0080\u009cClass A Conversion Percentage<\/em><\/strong>\u00e2\u0080\u009d for the entire
\nclass of the Class\u00a0A Preferred shall initially (i.e.<\/u>, at
\nSeptember\u00a022,1999) be 80.1%, but shall be subject to adjustment from time to
\ntime after September\u00a022, 1999 as provided herein.<\/p>\n

(ii) (A)\u00a0In order to exercise the conversion right, a holder of the Class\u00a0A
\nPreferred shall surrender all its certificates representing shares of the
\nClass\u00a0A Preferred Outstanding to the Corporation, with a written notice of
\nelection to convert, duly completed and signed. Upon notice from the Corporation
\nthat holders of a majority of the issued and outstanding shares of the<\/p>\n

\u00a0<\/p>\n

4<\/p>\n

\u00a0<\/p>\n

\n

Class\u00a0A Preferred have exercised the conversion right, any other holder of
\nshares of the Class\u00a0A Preferred that has not given notice of its intent to
\nexercise the conversion right shall surrender immediately all its certificates
\nrepresenting shares of the Class\u00a0A Preferred Outstanding to the Corporation,
\naccompanied by a written notice of election to convert, duly completed and
\nsigned Upon notice from the Corporation feat an initial public offering, as
\nprovided in subparagraph (d)(i) above, has occurred, all holders of the Class\u00a0A
\nPreferred shall surrender immediately all their certificates representing shares
\nof the Class\u00a0A Preferred Outstanding to the Corporation for conversion.<\/p>\n

(B) As promptly as practicable after the surrender by the holders of
\ncertificates representing all the Class\u00a0A Preferred Outstanding and in any event
\nwithin five (5)\u00a0business days after such surrender, the Corporation shall issue
\nand deliver to the holders a certificate or certificates for the number of
\nshares of the Common Stock into which the Class\u00a0A Preferred Outstanding
\nconverted.<\/p>\n

(C) The conversion shall be deemed to have been effected immediately prior to
\nthe close of business on the date on which all of the precedent conditions shall
\nhave been satisfied, and the person in whose name any certificate for the Common
\nStock shall be issuable upon such conversion shall be deemed to have became the
\nholder of record of the Common Stock represented by such certificate at such,
\ntime, on such date and at the Class\u00a0A Conversion Percentage in effect at such
\ntime, unless the stock transfer books of the Corporation shall be closed on the
\ndate, in which event such person shall be deemed to have become such holder of
\nrecord at the close of business on the next succeeding day on which such stock
\ntransfer books are open, and such conversion shall be at the Class\u00a0A Conversion
\nPercentage in effect on the date such transfer books are open. All shares of the
\nCommon Stock delivered upon conversion of the Class\u00a0A Preferred Outstanding
\nshall upon delivery in accordance with the provisions hereof be duly and validly
\nissued and fully paid and nonassessable, free of all liens and charges and not
\nsubject to any preemptive rights. Upon the surrender for conversion of
\ncertificates representing the Class\u00a0A Preferred Outstanding, the shares shall no
\nlonger be deemed to be outstanding and all rights of a holder with respect to
\nthe shares surrendered for conversion shall immediately terminate, except the
\nright to receive shares of the Common Stock or other securities, cash or other
\nassets as herein provided.<\/p>\n

(iii) (A)\u00a0The Class\u00a0A Conversion Percentage shall be adjusted each time the
\nCorporation sells or issues shares of its Voting Securities (a \u00e2\u0080\u009cClass A
\nAdjustment Event\u00e2\u0080\u009d). The Common Stock and any other securities of the Corporation
\nthat have voting rights in the election of directors together with the Common
\nStock are collectively referred to herein as the \u00e2\u0080\u009cVoting
\nSecurities<\/em><\/strong>.\u00e2\u0080\u009d Upon the issuance of any Voting Securities, the
\nClass\u00a0A Conversion Percentage shall be adjusted by multiplying the Class\u00a0A
\nConversion Percentage in effect immediately prior to the Class\u00a0A Adjustment
\nEvent giving rise to the adjustment by a fraction, (1)\u00a0the numerator of which
\nshall be the number of votes to which the Voting Securities outstanding
\nimmediately prior to the Class\u00a0A Adjustment Event giving rise to the adjustment
\nare entitled and (2)\u00a0the denominator of which shall be the number of votes equal
\nto the sum of the (x)\u00a0numerator and (y)\u00a0the number of votes to which the shares
\nof Voting Securities giving rise to the Class\u00a0A Adjustment Event are entitled.
\nThe adjustment provided for in this subparagraph (d)(iii)(A) shall become
\neffective immediately. No further<\/p>\n

\u00a0<\/p>\n

5<\/p>\n

\u00a0<\/p>\n

\n

adjustments in the Class\u00a0A Conversion Percentage shall be made upon (he
\nsubsequent conversion or exchange, as applicable, of such Voting Securities
\npursuant to the original terms of any convertible Voting Securities. The
\nissuance of any convertible securities which are not Voting Securities, but are
\nconvertible or exchangeable into Voting Securities, shall not give rise to an
\nadjustment hereunder until such securities are converted or exchanged.<\/p>\n

(B) Notwithstanding any provision of this subparagraph (d)(iii) to the
\ncontrary and without limitation of any other provision contained in this
\nsubparagraph (d)(iii), if any securities of the Corporation other than the
\nClass\u00a0A Preferred (collectively, the \u00e2\u0080\u009cSubject
\nSecurities<\/em><\/strong>\u00e2\u0080\u009d), are amended or otherwise modified by operation of
\ntheir terms or otherwise (including without limitation by operation of
\nanti-dilution provisions applicable to the Subject Securities) in any manner
\nwhatsoever that causes such Subject Securities to become convertible into a
\ngreater number of Voting Securities, then such amendment or modification shall
\nbe treated for purposes of this subparagraph (d)(iii) as if the Subject
\nSecurities that have been so amended or modified have been terminated and new
\nsecurities have been issued with the amended or modified terms. The Corporation
\nshall make all necessary adjustments (including successive adjustments if
\nrequired) to the Class\u00a0A Conversion Percentage in accordance with subparagraph
\n(d)(iii).<\/p>\n

(C) Whenever the Class\u00a0A Conversion Percentage is adjusted as herein
\nprovided, the Corporation shall promptly file in the stock books of the
\nCorporation an officer\u00e2\u0080\u0099s certificate setting forth the Class\u00a0A Conversion
\nPercentage after the adjustment and setting forth a brief statement of the facts
\nrequiring the adjustment, which certificate shall be conclusive evidence of the
\ncorrectness of the adjustment Promptly after delivery of the certificate, the
\nCorporation shall prepare a notice of the adjustment of the Class\u00a0A Conversion
\nPercentage, setting forth the adjusted Class\u00a0A Conversion Percentage and the
\ndate on which the adjustment becomes effective, and shall mail such notice
\n(together with a copy of the officer\u00e2\u0080\u0099s certificate setting forth the facts
\nreaching such adjustment) to the holders of the outstanding shares of the
\nCompany\u00e2\u0080\u0099s capital stock at each holder\u00e2\u0080\u0099s last address as shown on the stock
\nbooks of the Corporation.<\/p>\n

(iv) The Corporation shall at all times reserve and keep available, out of
\nthe aggregate of its authorized but unissued shares of the Common Stock, for the
\npurpose of effecting conversions of the Class\u00a0A Preferred, the full number of
\nshares of the Common Stock deliverable upon the conversion of the Class\u00a0A
\nPreferred Outstanding not theretofore converted For purposes of this
\nsubparagraph (d)(iii), the number of shares of the Common Stock deliverable upon
\nconversion of the Class\u00a0A Preferred Outstanding shall be computed as if, at the
\ntime of computation, all of the outstanding shares were held by a single holder.
\nThe Corporation shall from time to time, in accordance with the laws of the
\nState of Delaware, increase the authorized amount of the Common Stock if at any
\ntime the number of shares of the Common Stock remaining unissued is not be
\nsufficient to permit the conversion of all the Class\u00a0A Preferred Outstanding.\n<\/p>\n

(v) Except where registration is requested in a name other than the name of
\nthe registered holder, the Corporation shall pay any and all documentary stamp
\nor similar issue<\/p>\n

\u00a0<\/p>\n

6<\/p>\n

\u00a0<\/p>\n

\n

or transfer taxes payable in respect of the issuance or delivery of shares of
\nthe Common Stock upon conversion of the Class\u00a0A Preferred Outstanding.<\/p>\n

(vi) In case of any reclassification or change of outstanding shares of the
\nCommon Stock (other than a change in par value, or as a result of a subdivision
\nor combination), or in case of any consolidation of the Corporation with, or
\nmerger of the Corporation with or into, any other entity that results in a
\nreclassification, change, conversion, exchange or cancellation of outstanding
\nshares of the Common Stock or any sale or transfer of all or substantially all
\nof the assets of the Corporation, each holder of the Class\u00a0A Preferred
\nOutstanding shall have the right thereafter to convert his shares of the Class\u00a0A
\nPreferred into the kind and amount of securities, cash and other property that
\nhe would have been entitled to receive upon such reclassification, change,
\nconsolidation, merger, sale or transfer had he converted his shares of the
\nClass\u00a0A Preferred into shares of the Common Stock immediately prior to the
\nreclassification, change, consolidation, merger, sale or transfer.<\/p>\n

(vii) Notwithstanding anything herein to the contrary, no change in the
\nnumber of outstanding and\/or authorized shares of the Voting Securities that
\nresults from the subdivision or combination of the shares of any class or series
\nof Voting Securities into a larger or smaller, as the case may be, number of
\nshares shall cause an adjustment to the Class\u00a0A Conversion Percentage. The
\nClass\u00a0A Conversion Percentage shall be the same immediately after giving effect
\nto any such subdivision, combination or issuance as it was immediately prior
\nthereto.<\/p>\n

(e) The Class\u00a0A Preferred shall be entitled to vote the number of votes equal
\nto the number of shares of the Common Stock into which all shares of the Class\u00a0A
\nPreferred could be converted on the record date fixed for determining the
\nholders of the Class\u00a0A Preferred entitled to vote at the meeting or to give the
\nconsent sought The number of shares of the Common Stock into which such shares
\nof the Class\u00a0A Preferred could be converted is such number of shares of the
\nCommon Stock as would give the holders of the Class\u00a0A Preferred, in the
\naggregate, voting power over such percentage of the Corporation\u00e2\u0080\u0099s Voting
\nSecurities as is equal to the Class\u00a0A Conversion Percentage. Except as otherwise
\nspecifically provided herein or as provided by law, holders of the Class\u00a0A
\nPreferred shall vote together with holders of the Common Stock as a single class
\non all matters brought before the stockholders of the Corporation.<\/p>\n

(f) As long as any shares of the Class\u00a0A Preferred are outstanding, the
\nCorporation shall not, without first obtaining the written consent of the
\nholders of a majority of the outstanding shares of the Class\u00a0A Preferred, voting
\nas a single class, (1)\u00a0authorize or issue any capital stock or any options,
\nwarrants or other rights exchangeable or exercisable therefor, which are senior
\nin rights to the Class\u00a0A Preferred with respect to liquidation preference or
\n(2)\u00a0amend, repeal, modify or supplement any provision of this Amended and
\nRestated Certificate of Incorporation (as amended from time to time and
\nincluding any certificate of designation that may be filed hereafter and form a
\npart thereof) of the Corporation, the bylaws of the Corporation as in effect on
\nthe date of issuance of the Class\u00a0A Preferred or any other charter or bylaws
\nwhich may govern the Corporation or its subsidiaries, if such amendment, repeal,
\nmodification or supplement would adversely affect the powers, preferences or
\nother rights of the Class\u00a0A Preferred.<\/p>\n

\u00a0<\/p>\n

7<\/p>\n

\u00a0<\/p>\n

\n

(g) Miscellaneous Provisions.<\/p>\n

(i) Except as otherwise expressly provided, whenever pursuant to this
\nparagraph 6 notices or other communications are to be made, delivered or
\notherwise given to holders of shares of the Class\u00a0A Preferred Stock, the notice
\nor other communication shall be made in writing and shall be by registered or
\ncertified first class mail, return receipt requested, facsimile transmission,
\ncourier service or personal delivery, addressed to the persons shown on the
\nstock books of the Corporation as such holders at the addresses as they appear
\nin the books of the Corporation, as of a record date or dates determined in
\naccordance with this Amended and Restated Certificate of Incorporation or the
\nbylaws of the Corporation and applicable law, as in effect from time to time.
\nAll such notices and communications shall be deemed to have been duly given
\n(i)\u00a0when delivered by hand, if personally delivered, (ii)\u00a0when delivered by
\ncourier, if delivered by commercial overnight courier service, (iii)\u00a0five
\n(5)\u00a0business days after being deposited in the United States mail, postage
\nprepaid, if mailed and (iv)\u00a0when receipt is acknowledged, if sent by facsimile
\ntransmission.<\/p>\n

(ii) If any right, preference or limitation of the Class\u00a0A Preferred set
\nforth herein is invalid, unlawful or incapable of being enforced by reason of
\nany rule or law or public policy, all other rights, preferences and limitations
\nset forth herein that can be given effect without the invalid, unlawful or
\nunenforceable right, preference or limitation herein set forth shall be deemed
\ndependant upon any other such right, preference or limitation unless otherwise
\nexpressed herein.<\/p>\n

7. Class B Preferred Stock<\/u>. The designation, powers, preferences and
\nrelative, participating, optional and other rights of the Class B Preferred
\nStock of the Corporation shall be as follows:<\/p>\n

(a) This class of preferred stock shall be designated as the \u00e2\u0080\u009cClass B
\nConvertible Preferred Stock\u00e2\u0080\u009d (the \u00e2\u0080\u009cClass B
\nPreferred<\/em><\/strong>\u00e2\u0080\u009d) and shall include any issued Class B Preferred Series
\n(as defined). Shares of the Class B Preferred shall have a par value of $.001
\nper share and shall be issuable in one or more series (each, a
\n\u00e2\u0080\u009cClass B Preferred Series<\/em><\/strong>\u00e2\u0080\u009d); provided<\/u>
\nthat<\/u> each Class B Preferred Series shall be identical in all respects
\nexcept with respect to the initial Class B Conversion Price, which shall be
\ndetermined in accordance with subparagraph (d)\u00a0of this paragraph 7. The number
\nof authorized shares constituting this class shall be 50,000 shares. Each share
\nof the Class B Preferred shall have a stated value of $1000 (the
\n\u00e2\u0080\u009cClass B Stated Value<\/em><\/strong>\u00e2\u0080\u009d).<\/p>\n

(b) Whenever the board of directors declares a cash dividend on the Common
\nStock, the holders of shares of the Class B Preferred shall be entitled to
\nreceive such dividends as if the shares of the Class B Preferred had been
\nconverted into shares of the Common Stock immediately prior to the date the
\nboard of directors declares the dividend. The number of shares of the Common
\nStock on which the Class B Preferred shall be paid a dividend shall be
\ncalculated using the conversion formula set forth in subparagraph (d)\u00a0of this
\nparagraph 7.<\/p>\n

(c) Liquidation Preference.<\/p>\n

\u00a0<\/p>\n

8<\/p>\n

\u00a0<\/p>\n

\n

(i) In the event of any bankruptcy, liquidation, dissolution or winding up of
\nthe affairs of the Corporation, whether voluntary or involuntary, each holder of
\nthe Class B Preferred then issued and outstanding shall be entitled to receive,
\nprior and in preference to any distribution of any of the assets or funds of the
\nCorporation to the holders of shares of Class B Junior Stock (as defined below)
\nby reason of their ownership of such stock, an amount per share of the Class B
\nPreferred equal to the Class B Stated Value of such share plus any dividends
\ndeclared but unpaid on such share on the date of liquidation. If the assets and
\nfunds legally available for distribution among the holders of the Class B
\nPreferred shall be insufficient to permit the payment in full of any such
\npreference amount, then the assets and funds shall be distributed ratably among
\nholders of shares of the Class B Preferred in proportion to the number of shares
\nof the Class B Preferred owned by each holder. If the assets and funds of the
\nCorporation available for distribution to stockholders shall be insufficient to
\npermit the payment in full of the aforesaid amount and any and all amounts
\npayable in such event to holders of outstanding Class B Parity Securities (as
\ndefined below), the holders of shares of the Class B Preferred and the holders
\nof such other Class B Parity Securities shall share ratably (as to cash, in-kind
\nor other distributions) in any distribution of assets of the Corporation in
\nproportion to the full respective preferential amounts to which such shares are
\nentitled. The merger or consolidation of the Corporation into or with another
\ncorporation, partnership or other business entity in which the Corporation is
\nnot the surviving entity, or a transaction in which the holders of the issued
\nand outstanding voting securities of the Corporation outstanding immediately
\nprior to such transaction beneficially own or control less than a majority of
\nthe Voting Securities of the Corporation or surviving entity immediately
\nfollowing such transaction, shall be deemed a liquidation, dissolution or
\nwinding up of the Corporation for purposes of this paragraph 7(c).
\n\u00e2\u0080\u009cClass B Junior Stock<\/em><\/strong>\u00e2\u0080\u009d shall mean shares of the Common
\nStock, or any other capital stock of the Corporation ranking with respect to
\nliquidation junior to the Class B Preferred. \u00e2\u0080\u009cClass B Parity
\nSecurities<\/em><\/strong>\u00e2\u0080\u009d shall mean any class or class of capital stock that,
\nin the event that the amounts payable thereon on liquidation are not paid in
\nfull, is entitled to share ratably with the Class B Preferred in any
\ndistribution of assets.<\/p>\n

(ii) In the event the outstanding shares of the Class B Preferred shall be
\ndivided (by stock split or otherwise) into a greater or lesser number of shares
\nof the Class B Preferred, the Class B Stated Value then in effect for each share
\nof the Class B Preferred shall, concurrently with the effectiveness of such
\ndivision, be proportionately decreased or increased, as applicable, by
\nmultiplying the Class B Stated Value by a fraction, (1)\u00a0the numerator of which
\nis the number of shares of the Class B Preferred outstanding immediately prior
\nto such subdivision and (2)\u00a0the denominator of which is the number of shares of
\nthe Class B Preferred outstanding immediately after such division.<\/p>\n

(d) Conversion.<\/p>\n

(i) Upon the closing of a firm-commitment underwritten initial public
\noffering of the Common Stock pursuant to an effective registration statement
\nunder the Securities Act, other than a registration statement relating solely to
\nan employee benefit plan or transaction covered by Rule 145 of the Securities
\nAct, each then outstanding share of the Class B Preferred shall be automatically
\nconverted into such number of shares of the Common Stock calculated by
\nmultiplying<\/p>\n

\u00a0<\/p>\n

9<\/p>\n

\u00a0<\/p>\n

\n

(i) the number of shares of the Class B Preferred to be so converted by
\n(ii)\u00a0the Class B Conversion Rate (as defined below). For purposes hereof,
\n\u00e2\u0080\u009cClass B Conversion Rate<\/em><\/strong>\u00e2\u0080\u009d shall mean the Class B
\nStated Value per share divided by the Class B Conversion Price per share as then
\nin effect. For purposes hereof, the \u00e2\u0080\u009cClass B Conversion
\nPrice<\/em><\/strong>\u00e2\u0080\u009d per share shall be determined on a series by series basis.
\nThe initial Class B Conversion Price per share shall be equal to the fair market
\nvalue of the Common Stock as of the date of the event giving rise to the
\nissuance of the Class B Preferred Series, but shall be subject to adjustment
\nfrom time to time as provided herein. The fair market value shall represent the
\nBoard of Directors\u00e2\u0080\u0099 good faith estimate of the current fair market value of the
\nCommon Stock.<\/p>\n

(ii) (A) In order to exercise his conversion right, a holder of the Class B
\nPreferred to be converted shall surrender the certificate or certificates
\nrepresenting the shares to be converted to the conversion agent, with a notice
\nof election to convert, duly completed and signed, at the principal office of
\nthe conversion agent Upon notice from the Corporation that the closing of an
\ninitial public offering, as provided in subparagraph (d)(i) of this paragraph 7,
\nhas occurred, all holders of the outstanding Class B Preferred shall surrender
\nimmediately all their certificates representing shares of the Class B Preferred
\nto the conversion agent for conversion. Unless the shares issuable upon
\nconversion are to be issued in the same name as the name in which the shares of
\nthe Class B Preferred are registered, each share surrendered for conversion
\nshall be accompanied by instruments of transfer duly executed by the holder or
\nhis duly authorized attorney. If the Corporation fails to designate a conversion
\nagent, the conversion agent shall be the Corporation.<\/p>\n

(B) As promptly as practicable after the surrender by a holder of
\ncertificates representing shares of the Class B Preferred and in any event
\nwithin five (5)\u00a0business days after such surrender, the Corporation shall issue
\nand deliver to the person for whose account such shares of the Class B Preferred
\nwas surrendered, or his nominee or nominees (subject to compliance with
\napplicable agreements restricting transfer), a certificate or certificates for
\nthe number of full shares of the Common Stock. Any fractional interest in
\nrespect of a share of the Common Stock arising upon the conversion shall be
\nsettled as provided in subparagraph (d)(iii) of this paragraph. In the event
\nthat a holder of the Class B Preferred converts less than all of the shares of
\nthe Class B Preferred evidenced by the certificates surrendered by such holder,
\nthe Corporation shall issue and deliver to such holder or in accordance with the
\ninstructions of the holder, simultaneously with the issuance of certificates
\nrepresenting shares of the Common Stock, a new certificate for the balance of
\nthe shares of the Class B Preferred not so converted. For purposes hereof, a
\n\u00e2\u0080\u009cperson\u00e2\u0080\u009d shall include any individual, firm, corporation, limited liability
\ncompany, partnership, trust, incorporated or unincorporated association, joint
\nventure, joint stock company, governmental authority or other entity of any
\nkind, and shall include any successor (by merger or otherwise) of any such
\nentity.<\/p>\n

(C) Each conversion shall be deemed to have been effected immediately prior
\nto the close of business on the date on which all of the precedent conditions
\nshall have been satisfied, and the person in whose name any certificate for
\nshares of the Common Stock shall be issuable upon such conversion shall be
\ndeemed to have become the holder of record of the Common Stock represented by
\nsuch certificate at such time, on such date and at the Class B<\/p>\n

\u00a0<\/p>\n

10<\/p>\n

\u00a0<\/p>\n

\n

Conversion Price in effect at such time, unless the stock transfer books of
\nthe Corporation shall be closed on the date, in which event such person shall be
\ndeemed to have become such holder of record at the close of business on the next
\nsucceeding day on which such stock transfer books are open, and such conversion
\nshall be at the Class B Conversion Price in effect on the date such transfer
\nbooks are open. All shares of the Common Stock delivered upon conversion of the
\nClass B Preferred shall upon delivery in accordance with the provisions hereof
\nbe duly and validly issued and fully paid and nonassessable, free of all liens
\nand charges and not subject to any preemptive rights. Upon the surrender of
\ncertificates representing the shares of the Class B Preferred to be converted,
\nsuch shares of Class B Preferred shall no longer be deemed to be outstanding and
\nall rights of a holder with respect to the shares surrendered for conversion
\nshall immediately terminate, except the right to receive shares of the Common
\nStock or other securities, cash or other assets as herein provided.<\/p>\n

(iii) No fractional shares or securities representing fractional shares of
\nthe Common Stock shall be issued upon conversion of the Class B Preferred. Any
\nfractional interest in a share of the Common Stock resulting from conversion of
\na share of the Class B Preferred shall be paid in cash (computed to the nearest
\ncent) equal to such fraction multiplied by the fair market value per share as
\ndetermined by the board of directors in good faith. If more than one certificate
\nrepresenting shares of the Class B Preferred shall be surrendered for conversion
\nat one time by the same holder, the number of full shares issuable upon
\nconversion thereof shall be computed on the basis of the aggregate number of
\nshares of the Class B Preferred so surrendered for conversion.<\/p>\n

(iv) The Class B Conversion Price shall be subject to adjustment as follows
\nif any of the events listed below occurs prior to the date on which conversion
\noccurs or is elected:<\/p>\n

(A) If the Corporation shall (1)\u00a0pay a dividend or make a distribution on the
\nCommon Stock in shares of the Common Stock, (2)\u00a0subdivide or reclassify its
\noutstanding shares of the Common Stock into a greater number of shares or
\n(3)\u00a0combine or reclassify its outstanding shares of the Common Stock into a
\nsmaller number of shares, the Class B Conversion Price in effect immediately
\nprior to such event shall be adjusted so that the holder of any share of the
\nClass B Preferred thereafter surrendered for conversion shall be entitled to
\nreceive the number of shares of the Common Stock which he would have owned or
\nhave been entitled to receive after the happening of such event had the share of
\nthe Class B Preferred been converted immediately prior to the occurrence of such
\nevent An adjustment made pursuant to this subparagraph (d)(ivXA) shall become
\neffective immediately after the record date in the case of a dividend or
\ndistribution and shall become effective on the effective date in the case of a
\nsubdivision, combination or reclassification. If any dividend or distribution is
\nnot paid or made, the Class B Conversion Price then in effect shall be
\nappropriately readjusted.<\/p>\n

(B) If the Corporation shall distribute to all holders of the Common Stock
\nany shares of capital stock of the Corporation (other than shares of the Common
\nStock), evidences of indebtedness, cash, other assets (other than regular cash
\ndividends or distributions paid from retained earnings of the Corporation and
\ndividends or distributions referred to in<\/p>\n

\u00a0<\/p>\n

11<\/p>\n

\u00a0<\/p>\n

\n

subparagraph (d)(iv)(A) of this paragraph 7) or rights, options or warrants
\nto subscribe for or purchase any of its securities then in each such case the
\nClass B Conversion Price shall be adjusted to equal the price determined by
\nsubtracting from the Class B Conversion Price in effect immediately prior to the
\ndate of the distribution the then fair market value (as determined by the board
\nof directors, whose determination shall be conclusive if made in good faith) of
\nthe portion of the capital stock, cash, assets or evidences of indebtedness so
\ndistributed, of the subscription rights, options or warrants so distributed or
\nof such convertible or exchangeable securities with respect to one share of the
\nCommon Stock. Such adjustment shall be made whenever any such distribution is
\nmade and shall become effective retroactive to the record date for the
\ndetermination of stockholders entitled to receive such distribution. If any such
\ndistribution is not made or if any or all of such rights, options or warrants
\nexpire or terminate without having been exercised, the Class B Conversion Price
\nthen in effect shall be appropriately readjusted.<\/p>\n

(C) Whenever the Class B Conversion Price is adjusted as herein provided, the
\nCorporation shall promptly file with the books of the Corporation an officer\u00e2\u0080\u0099s
\ncertificate setting forth the Class B Conversion Price and Conversion Rate alter
\nthe adjustment and setting forth a brief statement of the facts requiring the
\nadjustment, which certificate shall be conclusive evidence of the correctness of
\nthe adjustment Promptly after delivery of the certificate, the Corporation shall
\nprepare a notice of the adjustment of the Class B Conversion Price and
\nConversion Rate, setting forth the Class B Conversion Price and Conversion Rate
\nand the date on which the adjustment becomes effective, and shall mail such
\nnotice (together with a copy of the officer\u00e2\u0080\u0099s certificate setting forth the
\nfacts requiring such adjustment) to each holder of the Class B Preferred at such
\nholder\u00e2\u0080\u0099s last address as shown on the stock books of the Corporation.<\/p>\n

(D) The Corporation shall not, by amendment of this Amended and Restated
\nCertificate of Incorporation or through any reorganization, transfer of assets,
\nconsolidation, merger, dissolution, issue or sale of securities or any other
\naction, avoid or seek to avoid the observance or performance of any term hereof
\nand shall at all times in good faith assist in carrying out all such terms and
\nin taking all action as may be necessary or appropriate to protect the rights of
\nthe holders of the Class B Preferred against dilution or other impairment
\nWithout limiting the generality of the foregoing, the Corporation (A)\u00a0shall not
\nincrease the par value of any shares of stock receivable on the conversion of
\nthe Class B Preferred, (B)\u00a0shall at all times reserve and keep available the
\nmaximum number of authorized but unissued shares of the Common Stock, free from
\nall preemptive rights therein, sufficient to permit the full conversion of the
\nClass B Preferred and (C)\u00a0shall take such action as may be necessary or
\nappropriate in order that all shares of the Common Stock as may be issued
\npursuant to the conversion of shares of the Class B Preferred will, upon
\nissuance, be duly and validly issued, fully paid and nonassessable, and free
\nfrom all taxes, liens and charges with respect to the issue thereof.<\/p>\n

(v) The Corporation shall at all times reserve and keep available, out of the
\naggregate of its authorized but unissued shares of Common Stock, for the purpose
\nof effecting conversions of the Class B Preferred, the full number of shares of
\nCommon Stock deliverable upon the conversion of all outstanding shares of Class
\nB Preferred not theretofore converted. For purposes of this subparagraph (d)(v),
\nthe number of shares of the Common Stock deliverable upon<\/p>\n

\u00a0<\/p>\n

12<\/p>\n

\u00a0<\/p>\n

\n

conversion of all outstanding shares of the Class B Preferred shall be
\ncomputed as if, at the time of computation, all of the outstanding shares were
\nheld by a single holder. The Corporation shall from time to time, in accordance
\nwith the laws of the State of Delaware, increase the authorized amount of shares
\nof the Common Stock if at any time the number of shares of the Common Stock
\nremaining unissued is not be sufficient to permit the conversion of ail the then
\noutstanding shares of the Class B Preferred. Before taking any action that would
\ncause an adjustment reducing the Class B Conversion Price below the then par
\nvalue of the shares of the Common Stock deliverable upon conversion of shares of
\nthe Class B Preferred, the Corporation shall take any corporate action that may
\nbe necessary in order that the Corporation may validly and legally issue fully
\npaid and nonassessable shares of the Common Stock at the adjusted Class B
\nConversion Price.<\/p>\n

(vi) Except where registration is requested in a name other than the name of
\nthe registered holder, the Corporation shall pay any and all documentary stamp
\nor similar issue or transfer taxes payable in respect of the issue or delivery
\nof shares of the Common Stock on conversion of shares of the Class B Preferred.\n<\/p>\n

(vii) In case of any reclassification or change of outstanding shares of the
\nCommon Stock (other than a change in par value, or as a result of a subdivision
\nor combination), or in case of any consolidation of the Corporation with, or
\nmerger of the Corporation with or into, any other entity that results in a
\nreclassification, change, conversion, exchange or cancellation of outstanding
\nshares of the Common Stock or any sale or transfer of all or substantially all
\nof the assets of the Corporation, each holder of the Class B Preferred then
\noutstanding shall have the right thereafter to convert his shares of the Class B
\nPreferred into the kind and amount of securities, cash and other property that
\nhe would have been entitled to receive upon such reclassification, change,
\nconsolidation, merger, sale or transfer had he held shares of the Common Stock
\nimmediately prior to the reclassification, change, consolidation, merger, sale
\nor transfer.<\/p>\n

(e) Each share of the Class B Preferred shall be entitled to a number of
\nvotes equal to the number of shares of the Common Stock into which such share of
\nthe Class B Preferred could be converted on the record date fixed for
\ndetermining the holders of the Class B Preferred entitled to vote at the meeting
\nor to give the consent sought Except as otherwise specifically provided herein
\nor as provided by law, holders of the Class B Preferred shall vote together with
\nholders of the Common Stock as a single class on all matters brought before the
\nstockholders of the Corporation.<\/p>\n

(f) As long as any shares of the Class B Preferred ever issued are
\noutstanding, the Corporation shall not, without first obtaining the written
\nconsent of the holders of at least 51% of the outstanding shares of the Class B
\nPreferred, voting as a single class, amend, repeal, modify or supplement any
\nprovision of this Amended and Restated Certificate of Incorporation (as amended
\nfrom time to time and including any certificate of designation that may be filed
\nhereafter and form a part thereof) of the Corporation, the bylaws of the
\nCorporation as in effect on the date of issuance of the Class B Preferred or any
\nother charter or bylaws which may govern the Corporation or<\/p>\n

\u00a0<\/p>\n

13<\/p>\n

\u00a0<\/p>\n

\n

its subsidiaries, if such amendment, repeal, modification or supplement would
\nadversely affect the powers, preferences or other rights of the Class B
\nPreferred.<\/p>\n

(g) Miscellaneous Provisions.<\/p>\n

(i) Except as otherwise expressly provided, whenever pursuant to this
\nparagraph 7 notices or other communications are to be made, delivered or
\notherwise given to holders of the Class B Preferred Stock, the notice or other
\ncommunication shall be made in writing and shall be by registered or certified
\nfirst class mail, return receipt requested, facsimile transmission, courier
\nservice or personal delivery, addressed to the persons shown on the stock books
\nof the Corporation as such holders at the addresses as they appear in the books
\nof the Corporation, as of a record date or dates determined in accordance with
\nthis Amended and Restated Certificate of Incorporation or the bylaws of the
\nCorporation and applicable law, as in effect from time to time. All such notices
\nand communications shall be deemed to have been duly given (1)\u00a0when delivered by
\nhand, if personally delivered, (2)\u00a0when delivered by courier, if delivered by
\ncommercial overnight courier service, (3)\u00a0five (5)\u00a0business days after being
\ndeposited in the United States mail, postage prepaid, if mailed and (4)\u00a0when
\nreceipt is acknowledged, if sent by facsimile transmission.<\/p>\n

(ii) If any right, preference or limitation of the Class B Preferred set
\nforth herein is invalid, unlawful or incapable of being enforced by reason of
\nany rule or law or public policy, all other rights, preferences and limitations
\nset forth herein that can be given effect without the invalid, unlawful or
\nunenforceable right, preference or limitation herein set forth shall be deemed
\ndependant upon any other such right, preference or limitation unless otherwise
\nexpressed herein.<\/p>\n

8. The Board shall have the power to make, alter or repeal the by-laws of the
\nCorporation.<\/p>\n

9. The election of the Board need not be by written ballot<\/p>\n

10. The Corporation shall indemnify to the fullest extent permitted by \u00c2\u00a7 145
\nof the DGCL, as amended, from time to time, each person who is or was a director
\nor officer of the Corporation and the heirs, executors and administrators of
\neach such person.<\/p>\n

11. No director shall be personally liable to the Corporation or its
\nstockholders for monetary damages for breach of fiduciary duty as a director for
\nany act or omission occurring subsequent to the date when this provision becomes
\neffective, except that a director may be liable (i)\u00a0for any breach of such
\ndirector\u00e2\u0080\u0099s duty of loyalty to the Corporation or its stockholders, (ii)\u00a0for acts
\nor omissions not in good faith or which involve intentional misconduct or a
\nknowing violation of law, (iii)\u00a0under \u00c2\u00a7 174 of the DGCL or (iv)\u00a0for any
\ntransaction from which such director derived an improper personal benefit<\/p>\n

12. The Corporation elects not to be governed by \u00c2\u00a7203 of the DGCL.<\/p>\n

\u00a0<\/p>\n

14<\/p>\n

\u00a0<\/p>\n

\n

13. The Corporation shall not file in any court, pursuant to any statute of
\nthe United States or any state, any petition in any bankruptcy, reorganization,
\ninsolvency proceeding or dissolution proceeding, undertake an assignment for
\nbenefit of creditors or appoint a receiver without the affirmative vote of each
\ndirector then holding office, including each such director holding office who
\nwas nominated at the request of NetRatings, Inc. and its permitted transferees
\nand each such director holding office who was nominated at the request of
\nACNielsen Corporation and its permitted transferees. The provisions of this
\nparagraph 13 shall be null, void and of no further force or effect following
\nconsummation by the Corporation of an initial public offering pursuant to a
\nregistration statement filed and declared effective under the Securities Act of
\n1933.<\/p>\n

14. The Corporation shall not acquire or invest in any business (whether by
\nacquisition of capital stock or other equity interests of such business, or of
\nsubstantially all of its assets) which is not primarily engaged in a business
\nwhich is reasonably ancillary or related to or otherwise in furtherance of the
\nCorporation\u00e2\u0080\u0099s business of tracking or measuring audience, advertising and
\nviewing activities on the Internet, compiling data from such measurement,
\nlicensing such data to third parties and selling consulting services related to
\nsuch data without the affirmative vote of each director holding office who was
\nnominated at the request of NetRatings, Inc. and its permitted transferees and
\neach director holding office who was nominated at the request of ACNielsen
\nCorporation and its permitted transferees. The provisions of this paragraph 14
\nshall be null, void and of no further force or effect following consummation by
\nthe Corporation of an initial public offering pursuant to a registration
\nstatement filed and declared effective under the Securities Act of 1933.<\/p>\n

[Intentionally left blank]<\/p>\n

\u00a0<\/p>\n

15<\/p>\n

\u00a0<\/p>\n

\n

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
\nCertificate of Incorporation to be executed by its President and attested by its
\nVice-President thereunto duly authorized, who acknowledge and affirm under
\npenalties of perjury that this certificate is the act and deed of the
\nCorporation and that the facts stated herein are true this 26th<\/sup> day
\nof October 2001.<\/p>\n

\u00a0<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ACNIELSEN ERATINGS.COM<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Michael Elias<\/p>\n<\/td>\n<\/tr>\n

\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Michael Elias<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\u00a0<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

ATTEST<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

\/s\/ Ellenore O\u00e2\u0080\u0099Hanrahan<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Ellenore O\u00e2\u0080\u0099Hanrahan<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Assistant Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\u00a0<\/p>\n

16<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6557],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9575],"class_list":["post-41394","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-acnielsen-corp","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41394","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41394"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41394"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41394"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41394"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}