—] Shares NDS GROUP HOLDINGS LIMITED COMMON SHARES (PAR VALUE $[—] PER SHARE) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2012 • NDS Group Holdings, LTD • Services-computer integrated systems design • New York
FORM OF REGISTRATION RIGHTS AGREEMENT by and among NDS GROUP HOLDINGS LIMITED NUCLOBEL LUX 1 S.ÀR.L., NUCLOBEL LUX 2 S.ÀR.L., NEWS CORPORATION, NDS HOLDCO INC., and THE MANAGEMENT SHAREHOLDERS Dated as of , 2012Registration Rights Agreement • February 15th, 2012 • NDS Group Holdings, LTD • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT dated as of , 2012 (the “Agreement”), by and among NDS Group Holdings Limited, a company organized under the laws of Bermuda (the “Company”), Nuclobel Lux 1 S.àr.l. (“Nuclobel 1”), a private limited company (société à responsabilité limitée) incorporated in Luxembourg, Nuclobel Lux 2 S.àr.l. (“Nuclobel 2” and each of Nuclobel 1 and Nuclobel 2, a “Nuclobel Investor” and together, the “Nuclobel Investors” and together with their Permitted Transferees (as defined herein), being referred to collectively as the “Nuclobel Group”), a private limited company (société à responsabilité limitée) incorporated in Luxembourg, News Corporation, a Delaware corporation (“News Corporation”), NDS Holdco Inc. (“NDS Holdco,” and together with News Corporation and their Permitted Transferees, the “News Group”), and the persons listed in the Schedule of Management Shareholders attached hereto (such persons, together with their Permitted Transferees, are referred to herein, colle
FORM OF MANAGEMENT SHAREHOLDERS’ AGREEMENTManagement Shareholders’ Agreement • February 15th, 2012 • NDS Group Holdings, LTD • Services-computer integrated systems design • New York
This MANAGEMENT SHAREHOLDERS’ AGREEMENT (the “Agreement”) is dated as of , 2012, by and among NDS Group Holdings Limited, a company organized under the laws of Bermuda (the “Company”), the persons listed on Schedule 1 (such persons, collectively, the “Management Shareholders” and each, individually, a “Management Shareholder”), NDS Group Limited, a company organized under the laws of England and Wales (“NDS Group Limited”), and, for the limited purposes of Article IV hereof, Chizen Family Investment Partnership L.P. (“Chizen Family Investment”), Nuclobel Lux 1 S.àr.l., a private limited company (société à responsabilité limitée) incorporated in Luxembourg (“Nuclobel 1”), Nuclobel Lux 2 S.àr.l., a private limited company (société à responsabilité limitée) incorporated in Luxembourg (“Nuclobel 2”), News Corporation, a Delaware corporation (“News Corporation”), and NDS Holdco Inc. (“NDS Holdco” and together with News Corporation, Nuclobel 1 and Nuclobel 2, the “Investors”). The Company, N
