Clause

1.      Definitions and Interpretation

1.1

1.2

2.      Implementation Matters

2.1

2.2

2.3

2.4

3.      Luxco Board of Managers

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

4.      VNU Supervisory Board

4.1

4.2

4.3

4.4

4.5

4.6

5.      Board Committees; Financing Committee; Management

5.1

5.2

5.3

6.      Investors’ Committee

6.1

6.2

6.3

6.4

6.5

6.6

6.7

7.      Indemnification

7.1

7.2

8.      Issues of Securities

8.1

9.      Transfers

9.1

9.2

9.3

9.4

10.    IPO and Public Offering Rights

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

11.    Subsequent share acquisitions; additional equity funding

11.1

11.2

11.3

12.    Representations and Warranties

12.1

13.    Additional Covenants and Agreements

13.1

13.2

13.3

13.4

13.5

13.6

13.7

13.8

14.    Miscellaneous

14.1

14.2

14.3

14.4

14.5

14.6

14.7

14.8

14.9

14.10

14.11

14.12

14.13

14.14

14.15

14.16

14.17

14.18

SCHEDULE 1

Investors

SCHEDULE 2

Initial Investments and Remaining Equity Commitments

SCHEDULE 3

Simplified Acquisition Structure chart

SCHEDULE 4

Form of Accession Agreement

SCHEDULE 5

Initial Members of Boards and Committees

Part A Luxco Managers

Part B VNU Directors

Part C Executive Committee

Part D Audit Committee

Part E Compensation Committee

Part F Finance Committee

Part G Investors’ Committee

Part H Observers to Luxco Board and VNU Supervisory Board

SCHEDULE 6

Actions Requiring Approval

Part A Actions Requiring Unanimous Approval

Part B Actions Requiring Requisite Majority Approval

Part C Actions Requiring Simple Majority Approval

SCHEDULE 7

Forms of Advisory Services Agreements

Part A Form of Valcon Advisory Services Agreement

Part B Form of Bidco Advisory Services Agreement

SCHEDULE 8

Addresses and Fax Numbers for Notices

SCHEDULE 9

Named Competitors

SCHEDULE 10

Equity Syndication

two individuals shall be nominated by Carlyle (one of such individuals shall be designated by CEP II Participations Sarl SICAR until such time as Carlyle ceases to hold a Voting Interest at least equal to 50% of the Voting Interest

attached to the Units it held on the Last Settlement Date and the other shall be designated by Carlyle Partners IV Cayman, L.P. until such time as Carlyle ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to designate a VNU Director shall be entitled, by notice in writing to

each other group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors), at any time or from time to time, to request the removal of any VNU Director designated by it and to designate for appointment in place thereof another individual to serve as its VNU Director in accordance with the provisions of this Article 4. In such event, (i) the designating group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) shall take all reasonable action necessary to procure that such VNU Director resigns from the VNU Supervisory Board and (ii) if such VNU Director will not resign, Holdco agrees that it shall take all reasonable action necessary to effect such removal and appointment as promptly as practical upon request. In addition, each Investor entitled to nominate a VNU Director for appointment shall, upon the death or resignation of such VNU Director, be entitled to nominate for appointment in place thereof another individual to serve as its VNU Director in accordance with the provisions of this Article 4.1. If a group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) designates as a VNU Director an individual who is not a director, manager, officer or employee of the Investor Fund Manager to such group of Affiliated Investors or to an Affiliated Fund of such group of Affiliated Investors (as the case may be), or of a subsidiary of that Investor Fund Manager, then such individual shall be subject to the prior approval of a majority of the Investor Representatives on the Investors’ Committee (excluding any Investor Representatives designated by such Investor or its Affiliates).

None of the VNU Directors shall be entitled to receive any severance payments upon his removal, resignation or otherwise vacating his position as a VNU Director, provided that this Article 4.1.8 shall be without prejudice to any entitlement versus VNU which any independent VNU Director may have. Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) agrees, in respect of any VNU Director designated by such group of Affiliated Investors (or the

applicable fund of such group of Affiliated Investors), to indemnify VNU and each other group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) from any claims and liabilities with respect to any severance payment that becomes payable to any such VNU Director.

Each group of Affiliated Investors that has the right to designate one or more VNU Directors shall have the right to designate (and remove) one observer to the VNU Supervisory Board, provided that such observer shall only be entitled to attend any meeting of the VNU Supervisory Board at which one or more of the VNU Directors designated by such group of Affiliated Investors does not attend. The initial observers for the VNU Supervisory Board are set forth in Part H of Schedule 5 to this Agreement. An observer shall not be entitled to participate in or observe any VNU Supervisory Board deliberations in which the VNU Director(s) designated by the group of Affiliated Investors that designated such observer are not entitled to participate pursuant to Article 4.2. If an observer is entitled to attend a meeting of the VNU Supervisory Board and sufficient advance notice is provided to the VNU Supervisory Board Chairman of such observer’s intention to attend such meeting, such observer shall be entitled to receive the same documentation (including, without limitation, the agenda, minutes, committee reports and any other documentation) for such meeting as is given to the VNU Directors. An observer shall not have the right to vote on any matter under consideration by the VNU Supervisory Board. If a group of Affiliated Investors designates as an observer to

the VNU Supervisory Board an individual who is not a director, manager, officer or employee of the Investor Fund Manager to such Investor or to an Affiliated Fund of such Investor (as the case may be), or of a subsidiary of that Investor Fund Manager, then such individual shall be subject to the prior approval of a majority of the Investor Representatives on the Investors’ Committee (excluding any Investor Representatives designated by such Investor or its Affiliates). The observer rights granted pursuant to this Article 4.4.4 shall be in addition to, and not in limitation of, any rights granted to Investors (or funds) pursuant to the VCOC Management Rights Agreements.

The Investors agree that the principal governing body of the Group will be a committee of representatives of the Investors (the “Investors’ Committee”), to the fullest extent permitted by law, recognizing that the Investors’ Committee is a creation of contract and not of corporate law. Without limiting the generality of the provisions of Article 2 (but subject to the provisions of Article 2.4), each Investor shall take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors’ Committee, on each Board and on any committee thereof to take, any and all action

within its power to effectuate any decision taken by the Investors’ Committee in accordance with and in respect of any matter contemplated by this Agreement or reasonably related to the investment of the Investors in the Units, and an Investor shall not take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors’ Committee, on each Board and on any committee thereof not to take, any action that would contravene any decision taken by the Investors’ Committee in accordance with this Agreement. Each Investor agrees that, unless and until any matter that requires the prior approval of the Investors’ Committee as set forth in Article 6.6 or elsewhere in this Agreement has been considered and either approved or rejected by the Investors’ Committee or if any other matter otherwise is considered and either approved or rejected by the Investors’ Committee in accordance with this Agreement, it shall take any and all actions to the extent such actions are within its power and control in its capacity as an investor in Luxco, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors’ Committee, on each Board and on any committee thereof to take any and all action within the power of such Person (i) to procure that such matter shall not be placed on the agenda of any meeting of any Board or any committee thereof or by any shareholders and that consideration of such matter at any meeting of such Board or committee or by any shareholders otherwise shall be delayed and (ii) in any event, to refrain from voting on such matter (whether for or against) at any such meeting.

The right to designate Investor Representatives under this Agreement is personal to each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to do so and may not be assigned by such group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) (except as permitted pursuant to the proviso in the last sentence of Article 14.6). Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to designate an Investor Representative shall also be entitled, by notice in writing to Luxco and each other group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors), at any time or from time to time, to remove such Investor Representative and to designate in place thereof another individual to serve as its Investor Representative in accordance with the provisions of this Article 6. In addition, each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to nominate an Investor Representative for appointment shall, upon the death or resignation of such Investor Representative, be entitled to nominate for appointment in place thereof another individual to serve as its Investor Representative in accordance with the provisions of this Article 6.2. Each Investor Representative may, by notice in writing to the Investors’ Committee Chairman, designate (and remove) an alternate who shall have the authority to act on behalf of such Investor Representative in his absence. If sufficient advance notice is provided to the Investors’ Committee Chairman of an alternate’s intention to attend a meeting of the Investors’ Committee, such alternate shall be entitled to receive the same documentation (including, without limitation, the agenda, minutes, committee reports and any other documentation) for such meeting as is given to the Investors Representatives. If a group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) designates as an Investor Representative, or if an Investor Representative designates as his alternate, an individual who is not a director,

manager, officer or employee of the Investor Fund Manager to such group of Affiliated Investors or to an Affiliated Fund of such group of Affiliated Investors (as the case may be), or of a subsidiary of that Investor Fund Manager, then such individual shall be subject to the prior approval of a majority of the Investor Representatives on the Investors’ Committee (excluding any Investor Representatives designated by such group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) or its Affiliates).

The Investors’ Committee will meet as often as it deems necessary or appropriate or upon the request of the Investors’ Committee Chairman. Any Investor Representative may request that the Investors’ Committee Chairman call a meeting of the Investors’ Committee to discuss any matter requiring action or consideration by the Investors’ Committee and, upon receipt of any such request, together with a description of the matter(s) to be discussed at such meeting and any supporting materials necessary or appropriate for the Investor Representatives to prepare for such meeting, the Investors’ Committee Chairman will call such meeting as soon as reasonably practicable, provided, however, that the Investors’ Committee Chairman will not be required to call any such

meeting if a meeting of the Investors’ Committee was held within four weeks prior to such request and such matter was raised at such meeting or if a meeting is scheduled to be held within four weeks after such request. The Investors’ Committee may meet in person, by teleconference or by videoconference (or by any combination thereof).

Subject to Articles 6.6.3 and 6.6.4, all decisions of the Investors’ Committee shall be taken by simple majority of the votes held by the Investor Representatives (as determined pursuant to Article 6.6.1) entitled to vote with respect to such decision. For avoidance of doubt, an Investor Representative representing one or more absent Investor Representatives by proxy or power of attorney shall be entitled to cast the votes of each such absent Investor Representative, provided, however, that any other Investor Representative designated by a member of a group of Affiliated Investors whose members are collectively entitled to designate two or more Investor Representatives present at a meeting of the Investors’ Committee may represent, and will be entitled to cast the vote of, any other absent Investor Representatives designated by any member of such group of Affiliated Investors without any proxy or power of attorney. Decisions of the Investors’ Committee may be taken or ratified by written consent (which, for avoidance of doubt, does not need to be unanimous) following, to the extent practicable in the circumstances, reasonable prior written notice of such action to all Investor Representatives. Any resolution or other action taken by the Investors’ Committee,

whether in a meeting or in writing, shall be notified to all Investors promptly after it is taken, unless all Investor Representatives were present at such meeting (in person or by telephone or by proxy or power of attorney) or all Investor Representatives have signed the written consent.

any of the actions set forth in Part B of Schedule 6 without the prior approval of Investor Representatives having at least 66 ²/3% of the votes in the Investors’ Committee (a “Requisite Majority”) as determined pursuant to Article 6.6.1 (excluding any Investor Representative otherwise explicitly prevented from voting with respect to such matter by the terms of this Agreement).

Luxco agrees to indemnify, pay, protect and hold harmless (and cause each Group member to do the same on a joint and several basis and to the extent permitted by applicable law and any agreements to which the relevant members of the Group are a party) each Luxco Manager, each Investor Representative, each member of each Intermediate Holdco Board, each VNU Director (who is designated by any Investor in accordance with Article 4.1.1), each Investor and its shareholders, members, partners and Affiliates and its and their respective Representatives (collectively, the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, judgments, Actions, Suits or Proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of attorneys, defense, appeal and settlement of any and all Actions, Suits or Proceedings

instituted or threatened against any Indemnitee) and all costs of investigation in connection therewith which may be imposed on, incurred by, or asserted against the Indemnitee in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Indemnitee when acting on behalf of any member of the Group in any capacity, including, without limitation, as a member of any Board or committee thereof (collectively, “Losses”).

Luxco acknowledges and agrees that Luxco shall, and shall cause each member of the Group to, be fully and primarily responsible to each Indemnitee in respect of any and all Losses even if such Losses also directly or indirectly constitute the subject of a Jointly Indemnifiable Claim of any kind, irrespective of any right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall Luxco or any Group member be entitled to any right of subrogation, payment, counter-indemnity or contribution by the Indemnitee-Related Entities, and no right of indemnity, payment, advancement or recovery or any right to be held harmless of any kind which the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of Luxco or any Group member under this Article 7.1. In the event that any of the Indemnitee-Related Entities shall make any payment to an Indemnitee in respect of any Losses, (i) Luxco shall, and shall cause the Group members to, reimburse the Indemnitee-Related Entity making such payment to the

extent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) to the extent not previously and fully reimbursed by Luxco and/or any Group member pursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance of such payment to all of the rights of recovery of the Indemnitee against Luxco and any Group member, and (iii) such Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Luxco agrees that each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Article 7 entitled to enforce this Article 7 as though each such Indemnitee-Related Entity were a party to this Agreement. Luxco shall cause each of the Group members to perform the terms and obligations of this Article 7 as though each such Group member was a party to this Agreement.

In the event that any New Securities are proposed to be issued, or any contracts, commitments, agreements, understandings or arrangements of any kind are proposed to be entered into relating to the issuance of any New Securities to any Investor or any

Affiliate of any Investor (excluding, for the avoidance of doubt, any member of the Group), then all Investors shall have the right (the “Pre-emptive Right”) to subscribe up to a number of New Securities, at the same price and on the same terms as each other Investor, such that such Investor would, after the issuance of all such New Securities (on an “as converted” basis), hold the same proportionate interest of the issued and then outstanding Units (including any New Securities on an “as converted” basis) as was held, directly or indirectly, by such Investor immediately prior to the issuance of such New Securities (the “Proportionate Percentage”). The detailed terms of and the process applicable to the exercise by an Investor of its Pre-emptive Right shall be determined by the Investors’ Committee in its decision to authorise the proposed issue of New Securities or the proposed entering into of the contract, commitment, agreement, understanding or arrangement that gives rise to that Pre-emptive Right.

(a) Each of the AlpInvest Funds represents and warrants to the other Investors, as of the date hereof, that each of the AlpInvest Funds is advised by AlpInvest Partners 2006 B.V. or AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V., in its capacity of custodian of AlpInvest Partners Later Stage Co-Investments IIA C.V. Each of the Blackstone Funds represents and warrants to the other Investors, as of the date hereof, that each of the Blackstone Funds is advised by Blackstone Management Partners V L.L.C. Each of the Carlyle Funds represents and warrants to the other Investors, as of the date hereof, that each of the Carlyle Funds is advised by TC Group, L.L.C. Each of the Hellman & Friedman Funds represents and warrants to the other Investors, as of the date hereof, that each of the Hellman & Friedman Funds is advised by Hellman & Friedman

LLC. Each of the KKR Funds represents and warrants to the other Investors, as of the date hereof, that each of the KKR Funds is advised by Kohlberg Kravis Roberts & Co. L.P. Each of the Thomas H. Lee Partners Funds represents and warrants to the other Investors, as of the date hereof, that each of the Thomas H. Lee Funds is advised by THL Managers V, LLC or THL Managers VI, LLC.

If Investors collectively holding more than 66 ²/3% of the total number of Units outstanding (in such capacity, collectively, the “Dragging Investor”) desire to Transfer to a Third Party (a “Drag-Along Purchaser”) in a bona fide arm’s length transaction or a series of related transactions more than 50% of the total number of Units then outstanding (treating any New Securities on an “as converted” basis) on a pro rata basis (based on the percentage of Units held by each such Investor and its Affiliated Funds) and such transfer results in a Change in Control (a “Drag-Along Sale”), each other Investor (including any Dragging Investor that is Transferring less than its pro rata portion of Units, as described below, a “Dragged Investor”) shall, if required by the Dragging Investor in accordance with the provisions of Article 9.3.2, Transfer to the Drag-Along Purchaser a pro rata portion of its Units (based on the number of Units proposed to be Transferred by the Dragging Investor stated as a percentage of the total number of Units then held by the Dragging Investor) on the same terms and conditions that apply to the Transfer by the Dragging Investor pursuant to the Drag-Along Sale (including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that (x) if the Drag-Along Sale involves a direct Transfer of Units by the Investors, such representations and warranties shall not be broader in scope than what is customary for a sale transaction of this type and size executed by the Dragging Investor, unless, in the good faith determination of the Dragging Investor, the Drag-Along Sale would not be consummated unless such representations and warranties are included or the terms and conditions of the Drag-Along Sale, taken as a whole, will be more favourable to all of the Investors if such representations and warranties are included, (y) all representations, warranties and indemnities shall be made by the Dragging Investor and the Dragged Investors severally and not jointly and (z) no Investor’s liability shall exceed such Investor’s proceeds from the sale).

The Dragging Investor may require each Dragged Investor to Transfer up to a pro rata portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale by giving written notice to such Dragged Investor no later than 15 Business Days prior to the closing date for such Drag-Along Sale (a “Drag-Along Notice”); provided that, if the Dragging Investor requires any Dragged Investor to Transfer a portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale, it shall require each Dragged Investor to transfer its pro rata portion of its Units to such Drag-Along Purchaser. The Drag-Along Notice shall (x) indicate that the Dragging Investor requires that such Dragged Investor Transfer a pro rata portion of its Units to the Drag-Along Purchaser in connection with the Drag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Drag-Along Purchaser, specify the number of Units proposed to be Transferred by the Dragging Investor (including as a percentage of the total number of Units then held by the Dragging Investor) and describe the principal terms and conditions of the Drag-Along Sale. The Dragging Investor will deliver or cause to be

delivered to each Dragged Investor copies of all definitive transaction documents relating to the Drag-Along Sale promptly after the same become available. Each Dragged Investor shall take all actions reasonably necessary, desirable or appropriate to consummate the Drag-Along Sale, as requested by the Dragging Investor, including executing powers of attorney reasonably necessary or appropriate to facilitate closing the Drag-Along Sale, voting its Units in favour of, consenting to and raising no objections to such Drag-Along Sale. If and to the extent the costs and expenses incurred by the Dragging Investor and/or each Dragged Investor in connection with the Drag-Along Sale (collectively, “Drag-Along Sale Costs”) are not reimbursed or paid by the Drag-Along Purchaser, Luxco shall reimburse and/or pay the Drag-Along Sale Costs to the fullest extent permitted by law, provided that the Dragging Investor and each Dragged Investor will be responsible for its pro rata share (based on the number of Units actually Transferred by it relative to the total number of Units actually Transferred in such Drag-Along Sale) of the Drag-Along Sale Costs to the extent not so paid by the Drag-Along Purchaser or Luxco, and provided further that the engagement by any Dragged Investor of any professional adviser in connection with the Drag-Along Sale, other than legal counsel, shall not be reimbursable. Each Dragged Investor agrees to permit the Dragging Investor to calculate the total Drag-Along Sale Costs and to determine the pro rata participation of such costs, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.3.1 above if the Dragged Investors are required to pay any Drag-Along Sale Costs.

In the event any Investor (the “Tag-Along Seller”) proposes to Transfer any of its Units (other than (x) any Permitted Transfer (other than a Permitted Transfer pursuant to Article 9.2.3) or (y) any Transfer to Luxco) (a “Tag-Along Sale”) to any Person (a “Tag-Along

Purchaser”), then the Tag-Along Seller shall give written notice (a “Tag-Along Notice”) to each other Investor (collectively, “Tag-Along Beneficiaries”) within 5 Business Days after the execution of the definitive agreement relating to the Tag-Along Sale, which notice shall (x) indicate that the Tag-Along Seller is notifying each such Tag-Along Beneficiary of the opportunity to Transfer its Units to the Tag-Along Purchaser in connection with the Tag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Tag-Along Purchaser, specify the number of Units proposed to be purchased by the Tag-Along Purchaser and the number of Units proposed to be Transferred by the Tag-Along Seller and describe the principal terms and conditions of the Tag-Along Sale (the “Tag-Along Offer”), including the proposed price thereof and a description of any non-cash consideration. Subject to the provisions of Article 9.4.2, each Tag-Along Beneficiary shall be entitled to require the Tag-Along Seller to procure that the Tag-Along Purchaser purchases from such Tag-Along Beneficiary the number of Units equal to its Tag-Along Portion, as described below, on the same terms and conditions that apply to the Transfer by the Tag-Along Seller pursuant to the Tag-Along Sale (including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that all representations, warranties and indemnities shall be made by the Tag-Along Seller and the Tagging Persons (as defined below) severally and not jointly). The Tag-Along Seller will deliver or cause to be delivered to each Tag-Along Beneficiary copies of all transaction documents relating to the Tag-Along Sale promptly after the same become available.

In the event of a material change of the Tag-Along Offer (it being understood that any increase of the price payable per Unit by more than 5% of the original price shall be deemed a “material beneficial change” and any decrease of the price payable shall be deemed a “material adverse change”), the Tag-Along Seller shall (i) (if such change is a material adverse change) give written notice of such change to each Tagging Person, which shall have the right to revoke its election to participate in the Tag-Along Sale by providing written notice to the Company within 10 Business Days of receiving the notice of the change in terms, or (ii) (if such change is a material beneficial change) give written notice of such change to each Tag-Along Beneficiary, which shall have the right to participate in the Tag-Along Sale, in each case, by providing written notice to the Company within 10 Business Days of receiving the notice of the change in terms. Any allocation determined in accordance with Article 9.4.2 will be redetermined following

any such material change and the expiration of the applicable 10 Business Day period. If for any reason the number of Units to be purchased is increased or decreased, the allocations shall be redetermined in accordance with Article 9.4.2 based upon such greater or lesser (as the case may be) aggregate number of Units to be Transferred.

if and to the extent the costs and expenses incurred by the Tag-Along Seller and/or each Tagging Person in connection with the Tag-Along Sale (collectively, “Tag-Along Sale Costs”) are not reimbursed or paid by the Tag-Along Purchaser, Luxco shall reimburse and/or pay the Tag-Along Sale Costs to the fullest extent permitted by law. The Tag-Along Seller and each Tagging Person will be responsible for its

pro rata share (based on the number of Units actually Transferred by it relative to the total number of Units actually Transferred in such Tag-Along Sale) of the Tag-Along Sale Costs to the extent not so paid, provided that the engagement by any Tagging Person of any professional adviser in connection with the Tag-Along Sale, other than legal counsel, shall not be reimbursable. Each Tagging Person agrees to permit the Tag-Along Seller to calculate the total Tag-Along Sale Costs, to determine the pro rata participation of such costs, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.4.5 above if the Tag-Along Sellers are required to pay any Tag-Along Sale Costs.

In the event that, following an IPO, Luxco or any Intermediate Holdco continues to exist as a direct or indirect parent of Issuer and the Investors do not directly hold shares of the same class and series of Issuer as those that have been, or are proposed to be, publicly listed (“Listed Shares”), then, in order to permit the sale by Investors of Listed Shares and receipt of the proceeds therefrom as contemplated by this Article 10, the Parties agree that Luxco shall take any actions necessary, appropriate or desirable, as determined by the Investors’ Committee, and shall cause each Intermediate Holdco or VNU or other member of the Group, as the case may be, to take any such actions, to enable each Investor to realize the benefit of liquidity afforded by the existence of a market for Listed Shares and the provisions of this Article 10, including, by (a) selling, or causing the sale of, Listed Shares up to a number equal to (i) the total number of Listed Shares directly

held by any member of the Group multiplied by (ii) the percentage interest directly or indirectly owned by such Investor in the relevant member of the Group (as the case may be) as may be permitted pursuant to the applicable provisions of Article 10 (such number of Listed Shares that could be sold in each such case, the “Assumed Number”) and (b) distributing to such Investor, or causing the distribution to such Investor of, the cash proceeds received from the sale or the Assumed Number of Listed Shares. The Parties agree that the distribution of such cash proceeds to an Investor on whose behalf Listed Shares have been sold shall be effected in a prompt and efficient manner, as determined by the Investors’ Committee, which may be (i) through a repurchase, redemption or repayment of each such Investor’s Units, (ii) through a Reorganization Transaction (which would apply to a sale by all of the Investors such that the aggregate cash proceeds from the sale of Listed Shares are distributed to each Investor based on such Investor’s Assumed Number of Listed Shares sold and the remaining assets of Luxco are distributed to each Investor pro rata to its remaining investment in Luxco after deducting the proceeds received by each Investor from its Assumed Number of Listed Shares so sold), or (iii) in any other manner, provided that each Investor (whether selling or not selling) is placed in the same position with respect to its rights to the assets and earnings of Luxco and its direct and indirect subsidiaries as it would have been had all of the Investors directly held Listed Shares.

Right to Participate in Piggyback Offerings. Subject to Article 6.6, if at any time the Investors’ Committee approves and authorizes an IPO, the Investors’ Committee may also determine whether such IPO is to be effected as a primary offering by Issuer, a secondary offering by the Investors, or a combined primary and secondary offering, and if the IPO includes a secondary offering, the aggregate number of Listed Shares which may be included therein by or on behalf of the Investors (such amount, the “Investors’ IPO Number”). If the Investors’ Committee so determines to permit Investors to include their Listed Shares in any IPO, or to include their Listed Shares in any subsequent offering of Listed Shares by Issuer, excluding (i) an offering on a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes and (ii) a registration statement with respect to corporate reorganizations under Rule 145 of the Securities Act or any similar rule or successor rule promulgated for similar purposes (each, a “Piggyback Offering”), then each Investor Representative will promptly notify the Investors whom he represents on the Investors’ Committee, and each Investor shall have the right (the “Piggyback Right”) to request (a “Piggyback Request”) that Issuer either (a) if Investors then hold Listed Shares directly, to include in such Piggyback Offering Listed Shares held by such Investor, or (b) if Investors do not then hold Listed Shares directly, to include in such Piggyback Offering on behalf of such Investor Listed Shares directly held or issued by Luxco or any other member of the Group and to distribute proceeds thereof as contemplated by Article 10.1.2. For purposes of this Article 10.2, unless otherwise specified, references to “Listed Shares” of an Investor shall be

deemed to include references to Listed Shares directly held or issued by Luxco or by any other member of the Group offered or to be offered on such Investor’s behalf as contemplated by Article 10.1.2. Any such Piggyback Request must be made by written notice to Issuer from the requesting Investor (a “Piggybacking Investor”) within 15 Business Days after the receipt of any decision by the Investors’ Committee to extend a Piggyback Right (which Piggyback Request shall specify the number of Listed Shares intended to be included). Upon receipt of any such Piggyback Request, Issuer will, and Luxco and each Intermediate Holdco (as applicable) shall cause the Issuer to, use its reasonable best efforts to take such steps as are necessary or appropriate under the laws, regulations and rules of the Selected Offering Jurisdiction to include in such Piggyback Offering all of the Listed Shares that have been requested to be included in such Piggyback Offering by each Piggybacking Investor and by each other Person that has a similar right to participate in a Piggyback Offering (such Persons, together with the Piggybacking Investors, collectively, the “Piggybacking Holders”); provided that:

if such Piggyback Offering by Issuer is underwritten, all Piggybacking Holders must sell their Listed Shares to the underwriters selected by the Investors’ Committee on the same terms and conditions as apply to Issuer, including entering into a customary underwriting agreement, including the allocation between the firm commitment and the underwriters’ over-allotment option, except for such

differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Request by Requesting Holders. Subject to the limitations set out in Article 10.3.3, (a) during the first two years following consummation of an IPO by Issuer, Investor(s) holding at least 50% of the Voting Interest then held by all Investors, (b) during the third year following consummation of an IPO by Issuer, Investor(s) holding at least 33 ¹/3% of the Voting Interest then held by all Investors, and (c) thereafter, any group of Affiliated Investors as a whole (which may be as few as one Investor if it does not have any Affiliates that are Investors) (in each case, the “Requesting Holders”) may request (an “Offering Request”) Issuer to act to permit a Public Offering (provided that such Public Offering shall not be on Form S-3 without the prior consent of the Investors’ Committee)

of either (x) if such Requesting Holders then hold Listed Shares directly, all or part of such Requesting Holders’ Listed Shares, or (y) if such Requesting Holders do not then hold Listed Shares directly, Listed Shares directly held or to be issued by Luxco or any other member of the Group representing all or part of such Requesting Holders’ Listed Shares as contemplated by Article 10.1.2, in each case, in the Selected Offering Jurisdiction for trading on the relevant Selected Securities Exchange and specifying the amount and intended method of disposition thereof (a “Requested Offering”). In this Article 10.3.1, unless the context otherwise requires, references to “Listed Shares” of an Investor shall be deemed to include Listed Shares offered or to be offered on such Investor’s behalf as contemplated by Article 10.1.2, and any proceeds of any such sale of Listed Shares shall be distributed to such Investor as contemplated by Article 10.1.2. Upon receipt of any such Offering Request, Issuer shall, and Luxco and each Intermediate Holdco (as applicable) shall cause the Issuer to, use its reasonable best efforts to take such steps as are necessary or appropriate under the laws, regulations and rules of the Selected Offering Jurisdiction to effect, as expeditiously as possible, the Requested Offering of the Requesting Holders’ Listed Shares, and to include in such Requested Offering the Listed Shares requested to be included in such Requested Offering by other Participating Investors in accordance with Article 10.3.2 and by each other Person that has a similar right to participate in a Requested Offering (such Persons, together with the Participating Investors, collectively, the “Participating Holders”) and to complete the other actions contemplated by this Article 10.3. If such Requested Offering is underwritten, the Listed Shares to be sold by the Requesting Holders and any Participating Holders shall be allocated on the same terms and conditions between the firm commitment and the underwriters’ over-allotment option in accordance with market practice after consultation with the managing underwriters, if any. The Requesting Holders, the Investors Committee and Issuer shall consult and cooperate reasonably with one another throughout the offering process to coordinate the timing of the proposed Requested Offering. At any time prior to the date that the Applicable Offering Document is approved or declared effective by the Applicable Regulatory Authority (or, where this is sufficient under applicable law, is filed with the Applicable Regulatory Authority), the Requesting Holders (acting together) may revoke or modify their Offering Request, without liability to any other Participating Holder, by providing notice of such revocation or modification to Issuer and the Investors Committee (and, if such Requested Offering is underwritten, to the managing underwriters). A Requested Offering involving a Selected Offering Jurisdiction other than the jurisdiction in which the IPO was conducted or involving a Selected Securities Exchange other than the securities market on which the Listed Shares are listed shall be subject to the prior approval of the Investors’ Committee. The Investors’ Committee shall be entitled to select the managing underwriters. For avoidance of doubt, the provisions of this Article 10.3.1 do not apply in respect of any sale of Listed Shares in accordance with Article 10.6.

Right to Participate in Requested Offerings. Within 5 Business Days following receipt of an Offering Request, Issuer will notify all other Investors of such Offering Request. Each such other Investor may request (each, a “Participating Investor”), by delivery of notice to Issuer, that Issuer will include in such Requested Offering either (a) if such Participating Investor then holds Listed Shares directly, the number of such Participating Investor’s Listed Shares specified in its notice, or (b) if such Participating Investor does not then hold Listed Shares directly, the number of Listed Shares directly held or to be issued by Luxco or any other member of the Group, on behalf of such Participating Investor as specified in such notice, provided, in either case, that Issuer receives such

notice within 10 Business Days following receipt of Issuer’s notice. Any Participating Investor may elect to revoke the inclusion of its Listed Shares in such Requested Offering or may elect to modify the number of Listed Shares requested to be included in such Requested Offering, by delivering notice in writing to the Requesting Holders, Issuer (and, if such Requested Offering is underwritten, to the managing underwriters), no later than 2 Business Days prior to the date of printing of the preliminary Applicable Offering Document, unless, in the case of an underwritten Requested Offering such revocation or modification (when considered together with any revocations or modifications by other Participating Investors) would not, in the reasonable opinion of the managing underwriters, necessitate the re-circulation of an amended version of the preliminary Applicable Offering Document.

if the Investors’ Committee determines, in its good faith judgment, that the Requested Offering would have an adverse effect on a then contemplated offering of Listed Shares, in which case Issuer may postpone the filing of the Applicable Offering Documents with respect to the Requested Offering during the period starting with the 30^th day immediately preceding the date of the anticipated filing, and ending on a date ninety (90) days following the effective date of the Applicable Offering Documents relating to such other contemplated public offering; provided that neither the Investors’ Committee nor the Issuer shall postpone the filing of the Applicable Offering Documents with respect to any Requested Offering pursuant to this paragraph more than once in any 360 day period; or

if Issuer is in possession of material non-public information and the Investors’ Committee determines in good faith that disclosure of such information would be materially detrimental to Issuer or its shareholders, in which case the filing of the Applicable Offering Document may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 90^th day after receipt by Issuer of the related Offering Request.

Priority in Requested Public Offerings. If a Requested Offering is underwritten and the managing underwriters advise the Requesting Holders in writing that, in their opinion, the number of Listed Shares proposed to be sold by or on behalf of the Requesting Holders and any Participating Holders in such Requested Offering, together with the number of Listed Shares that Issuer proposes to sell for its own account in such Requested Offering, exceeds the Maximum Offering Size, then the number of Listed Shares to be included in such Requested Offering shall be reduced to the Maximum Offering Size and Issuer will include in such Requested Offering: (a) first, up to all of the

Listed Shares proposed to be sold by or on behalf of the Requesting Holders and the Participating Holders, allocated pro rata among them, and (b) second, to the extent such number of Listed Shares proposed to be sold by or on behalf of the Requesting Holders and the Participating Holders is less than the Maximum Offering Size, the number of Listed Shares that Issuer proposes to sell for its own account. The pro rata allocation for each of the Requesting Holders and the Participating Holders shall be determined by multiplying (i) the number of Listed Shares equal to the Maximum Offering Size by (ii) a fraction, the numerator of which is the number of Listed Shares then held by or to be offered by Issuer on behalf of such Requesting Holder or Participating Holder and the denominator of which is the aggregate number of Listed Shares then held by or to be offered by Issuer on behalf of the Requesting Holders and the Participating Holders (provided that any Listed Shares thereby allocated to any Holder that exceeds such Holder’s request will be reallocated among the remaining Requesting Holders and Participating Holders in the same manner), up to the number of Listed Shares that such Investor requested in their Piggyback Request.

Each Investor shall cause each Investor Representative, Luxco Manager or VNU Director designated by it or its Affiliated Funds to recuse themselves from all deliberations of the

Board, and neither Luxco nor any other member of the Group shall have any obligation to provide to any such Investor Representative, Luxco Manager or VNU Director any information, regarding any acquisition, disposition, investment or similar transaction that the member of the Group elects to pursue at any time after the date of this Agreement (as determined by the Investors’ Committee, a “Corporate Opportunity”) if such Investor or one of its Affiliates is competing with or is otherwise adverse to the Group with respect to such Corporate Opportunity. Each Investor Representative, Luxco Manager or VNU Director who is aware that the Investor which has designated him or an Affiliated Fund of that Investor is or is contemplating pursuing a Corporate Opportunity, shall himself withdraw from the deliberations of the Board in accordance with this Article 13.4.1, without however having to disclose any information regarding that Corporate Opportunity or the plans which the relevant Investor or its Affiliated Fund has with respect to that Corporate Opportunity, if such information is not in the public domain or otherwise known to the Board.

This Article 13.5 shall not prohibit any Person from acquiring or holding a passive investment in any Named Competitor, which (a) does not represent more than 5% of the aggregate amount of equity invested in that Named Competitor, (b) does not entitle the holder to more than 5% of any pro rata distribution of profits or capital made by that Named Competitor, (c) does not entitle the holder to exercise more than 5% of the votes

exercisable at a general meeting of shareholders of that Named Competitor, (d) does not include and is not otherwise combined with any entitlement to appoint any directors, officers, observers or other representatives to any body or committee of that Named Competitor or any Affiliate of that Named Competitor (and no director, employee or other representative of the Investor concerned or any Affiliate of that Investor holds any position on any such body or committee as a matter of fact), and (e) is not in any way subject to any agreement or arrangement made between the Investor concerned or any Affiliate of that Person and any other shareholder of or investor in that Named Competitor;

The Parties are aware that, as long as VNU shall have shareholders other than Bidco and/or any other entity which is directly or indirectly a Wholly-Owned Subsidiary of Luxco (“Minority VNU Shareholders”), any material non-public information provided by VNU or any of its subsidiaries to Bidco or any Affiliate or direct or indirect shareholder of Bidco may also need to be provided to those Minority VNU Shareholders. The Parties shall seek to minimise such provision of non-public information to persons other than VNU Directors and shall take appropriate measures and agree appropriate

arrangements to ensure that the provision of non-public information to VNU Directors and the use of such information by VNU Directors shall not result in any requirement to provide such information also to any other Person, including any Minority VNU Shareholders. The VNU Supervisory Board Rules shall allow, to the maximum extent permitted by applicable law, the VNU Directors to share non-public information received by them with other Representatives of the Investor on whose nomination they have been appointed.

This Agreement shall become effective on the date hereof and, subject to Article 14.2.2, shall terminate and be of no further force or effect upon the earlier of (a) the written agreement of all Parties hereto and (b) following an IPO, if and when the Investors collectively cease to hold, indirectly through Luxco or any Intermediate Holdco, at last 33  ¹/3% of the Listed Shares, except as otherwise provided in Article 9.4.8. At the time an Investor ceases to hold any Units, or holds Units representing less than 1% of all Units outstanding at that time, such Investor shall cease to be a Party to and be bound by this Agreement.

Fund Name

AlpInvest Funds

AlpInvest Partners CS Investments 2006 C.V

AlpInvest Partners Later Stage Co-Investments II-A CV

Blackstone Funds

Blackstone Capital Partners (Cayman) V LP

Blackstone Family Investment Partnership (Cayman) V LP

Blackstone Family Investment Partnership (Cayman) V-A LP

Blackstone Participation Partnership (Cayman) V LP

Carlyle Funds