0001193125-13-453064 Sample Contracts

Contract
Employment Agreement • November 25th, 2013 • Harris Interactive Inc • Services-management consulting services • Delaware

This Amended and Restated EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of November 25, 2013, by and between HARRIS INTERACTIVE INC., a Delaware corporation (“Company”), and Eric W. Narowski (“Executive”) (either party individually, a “Party”; collectively, the “Parties”).

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FORM OF TENDER AND SUPPORT AGREEMENT (Individual Stockholder)
Tender and Support Agreement • November 25th, 2013 • Harris Interactive Inc • Services-management consulting services • Delaware

This TENDER AND SUPPORT AGREEMENT, dated as of November 25, 2013 (this “Agreement”), is among Nielsen Holdings N.V., a Netherlands entity (“Parent”), Prime Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the person listed on Schedule I hereto (the “Company Stockholder”).

Sample 1
EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2013 • Harris Interactive Inc • Services-management consulting services • New York

This Amended and Restated EMPLOYMENT AGREEMENT (this “Agreement”), made effective as of November 25, 2013, by and between HARRIS INTERACTIVE INC., a Delaware corporation (the “Company”), and AL ANGRISANI (the “Executive”) (either party individually, a “Party”; collectively, the “Parties”).

Sample 1
AGREEMENT AND PLAN OF MERGER dated as of November 25, 2013 among Harris Interactive Inc., Nielsen Holdings N.V. and Prime Acquisition Corp.
Agreement and Plan of Merger • November 25th, 2013 • Harris Interactive Inc • Services-management consulting services • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 25, 2013, among Harris Interactive Inc., a Delaware corporation (the “Company”), Nielsen Holdings N.V., a Netherlands entity (“Parent”), and Prime Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Subsidiary”).

Sample 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • November 25th, 2013 • Harris Interactive Inc • Services-management consulting services • Delaware

THIS AMENDMENT NO. 1 (the “Amendment”), dated as of November 25, 2013, to the Rights Agreement (the “Rights Agreement”), dated as of March 11, 2005, by and between HARRIS INTERACTIVE INC., a Delaware corporation (the “Corporation”), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Rights Agent”), is being executed at the direction of the Corporation. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Rights Agreement.

Sample 1
FORM OF TENDER AND SUPPORT AGREEMENT (Individual Stockholder and Affiliated Entities)
And Support Agreement • November 25th, 2013 • Harris Interactive Inc • Services-management consulting services • Delaware

This TENDER AND SUPPORT AGREEMENT, dated as of November 25, 2013 (this “Agreement”), is among Nielsen Holdings N.V., a Netherlands entity (“Parent”), Prime Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).

Sample 1
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