Common use of Tag-Along Rights Generally Clause in Contracts

Tag-Along Rights Generally. (a) Subject to the restrictions on Transfer set forth in Section 5.1 hereof and subject (where relevant) to the right of first refusal provisions of Sections 5.2 through 5.5 hereof, (1) at any time after the third anniversary of Closing each member of the Investor Group may, or (2) at any time after the fifth anniversary of Closing each member of the News Group or the Investor Group may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary Shares to any Third Party in acceptance of a Third Party Offer, but only if the Stockholder (the “Transferor”) desiring to so Transfer its Ordinary Shares first: (i) procures that the Third Party offers in all circumstances, to the members of the Investor Group, if the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, to include, at the option of the members of the Investor Group or the members of the News Group, as relevant, in the sale or disposition to the Third Party, such number of Ordinary Shares as shall be determined in accordance with this Article VI; and (ii) procures that the Third Party makes a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith) to include, at the option of the Management Stockholders, in the sale or disposition to the Third Party, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares as shall be determined in accordance with this Article VI. The members of the Investor Group or the News Group, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “Tag-Along Offerees” and the Ordinary Shares to be included at the option of the relevant parties in accordance with this Article VI are referred to as, collectively, the “Tag-Along Shares”. If the relevant Transfer is pursuant to the exercise of a right of first refusal pursuant to Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be made. (b) Upon the receipt by Transferor of a Third Party Offer(s) to purchase or otherwise acquire its Company Shares (other than a Transfer which pursuant to Section 6.7 hereof would not be subject to the provisions of Sections 6.1 through 6.6 hereof) which such Transferor desires to accept, such Transferor shall cause the Third Party Offer and the Management Tag Offer, if required, to be reduced to writing and shall provide a copy of such written notice of such Third Party Offer and any Management Tag Offer, if required, to the Company, and the Company shall provide a copy of the Combined Notice containing such offers to each of the Tag-Along Offerees in respect of the Tag Along Shares allocated to him in accordance with this Article VI in the manner set forth in Section 16.7 hereof. The Combined Notice must contain an offer by the Third Party to purchase or otherwise acquire the Tag-Along Shares from the Tag-Along Offerees (conditioned on the offer(s) with respect to the purchase in accordance with Article V of the Transfer Shares set forth therein not being accepted) according to the terms and conditions of this Article VI, upon the same terms and conditions as the terms and conditions contained in the Third Party Offer and shall be accompanied by a true and correct copy of the Third Party Offer. (c) At any time within thirty (30) days after their receipt of the Combined Notice, a Tag-Along Offeree may irrevocably accept the Third Party Offer included in the Combined Notice for up to such number of Tag-Along Shares as is determined in accordance with the provisions of this Article VI by furnishing written notice of such acceptance to the Transferor and such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares). Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant Tag-Along Shares (free from all Encumbrances and with full title guarantee), to be sold or otherwise disposed of pursuant to such offer by such Tag-Along Offerees, together with a limited power-of-attorney authorizing the Transferor or the Company to sell or otherwise dispose of such shares pursuant to the terms and conditions of such Third Party’s offer and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party Offer. (d) In the event of any Transfer of an indirect interest in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references to the Transfer of an indirect interest in this Section 6.1(d) shall include the Transfer of shares (or equivalent ownership rights) in the Original Investors or NDS Holdco to anyone other than a person who, if the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1.

Tag-Along Rights Generally. (a) Subject to the restrictions on Transfer set forth in Section 5.1 hereof 3.1 hereof, and subject (where relevant) to the prior application of the right of first refusal provisions of Sections 5.2 3.2 through 5.5 3.7 hereof, (1) at any time after the third anniversary of Closing each member of the Investor Group may, Shareholder or (2) at any time after the fifth anniversary of Closing each member of the News Group or the Investor Group Shareholders may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary Shares shares of Company Stock to any Third Party in acceptance of a Third Party OfferParty, but only if the Stockholder (the “Transferor”) Shareholder or Shareholders desiring to so Transfer its Ordinary Shares first: transfer their Company Stock (icollectively, the "Transferor") procures that the Third Party offers in all circumstances, first offer to the members each of the Investor Group, if other Shareholders (the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, "Tag-Along Offerees") to include, at the option of the members of the Investor Group or the members of the News Group, as relevanteach Tag-Along Offeree, in the sale or other disposition to the Third Party, such number of Ordinary Shares shares of Company Stock (collectively, the "Tag-Along Stock") as shall be determined in accordance with this Article VI; and (ii) procures that the Third Party makes a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith) to include, at the option of the Management Stockholders, in the sale or disposition to the Third Party, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares as shall be determined in accordance with this Article VI. The members of the Investor Group or the News Group, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “Tag-Along Offerees” and the Ordinary Shares to be included at the option of the relevant parties in accordance with this Article VI are referred to as, collectively, the “Tag-Along Shares”. If the relevant Transfer is pursuant to the exercise of a right of first refusal pursuant to Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be madeIV. (b) Upon the receipt by any Transferor or Transferors of a Third Party Offer(s) Bona Fide Offer or Offers to purchase or otherwise acquire shares of its or their Company Shares Stock from a Third Party (other than a Transfer which pursuant to Section 6.7 4.5 hereof would not be subject to the provisions of Sections 6.1 4.1 through 6.6 4.4 hereof) which such Transferor desires or Transferors desire to accept, such Transferor Transferors shall cause the Third Party Offer and the Management Tag Offer, if required, Party's offer to be reduced to writing and shall provide a copy of such written notice of such Third Party Offer and any Management Tag Offer, if required, Party's offer (the "Tag-Along Notice") to the Company, and the Company shall provide a copy of the Combined Tag-Along Notice containing such offers to each of the Tag-Along Offerees in respect of the Tag Along Shares allocated to him in accordance with this Article VI in the manner set forth in Section 16.7 14.7 hereof. The Combined Tag-Along Notice must contain an offer by the Third Party to purchase or otherwise acquire the shares of Tag-Along Shares Stock from the Tag-Along Offerees according to the terms and conditions of this Article IV and upon substantially the same terms and conditions as the terms and conditions contained in the Third Party's offer and shall be accompanied by a true and correct copy of the Third Party's offer; provided that (x) the Tag-Along Notice may be combined with a Right of First Refusal Notice, (y) the offer by a Third Party with respect to Tag-Along Stock set forth in any such combined Tag-Along Notice/Right of First Refusal Notice may be conditioned on the offer(s) with respect to the purchase in accordance with Article V IV of the Transfer Shares Stock set forth therein not being acceptedaccepted and (z) according references herein to the terms and conditions of this Article VI, upon the same terms and conditions as the terms and conditions contained in the Third Party Offer and a Tag-Along Notice shall be accompanied by a true and correct copy deemed to include any such combined Tag-Along Notice/Right of the Third Party OfferFirst Refusal Notice. (c) At any time within thirty (30) days 10 Business Days after their its receipt of the Combined Notice, a Tag-Along Offeree Notice (or 30 days after its receipt of a combined Tag-Along Notice/Right of First Refusal Notice), each of the Tag-Along Offerees may irrevocably accept the Third Party Offer offer included in the Combined Tag-Along Notice for up to such number of shares of Tag-Along Shares Stock as is determined in accordance with the provisions of this Article VI IV by furnishing written notice of such acceptance to the Transferor and such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept Party; such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares). Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant shares of Tag-Along Shares Stock (which shall be free from all Encumbrances and with full title guaranteeclear of liens), Duly Endorsed, to be sold or otherwise disposed of pursuant to such offer by such Tag-Along OffereesOfferee, together with a limited power-of-attorney authorizing the Transferor or the Company to sell or otherwise dispose of such shares of stock pursuant to the terms and conditions of such Third Party’s 's offer and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party OfferIV. (d) In Notwithstanding anything to the contrary contained in this Article IV, there shall be no liability on the part of the Transferor to any Shareholder in the event that the sale of Company Stock to the Third Party contemplated pursuant to this Article IV is not consummated for any Transfer reason whatsoever. Whether a sale of an indirect interest Company Stock to the Third Party contemplated pursuant to this Article IV is effected is in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 sole and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms absolute discretion of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references to the Transfer of an indirect interest in this Section 6.1(d) shall include the Transfer of shares (or equivalent ownership rights) in the Original Investors or NDS Holdco to anyone other than a person who, if the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1Transferor.

Tag-Along Rights Generally. (ai) Subject to the restrictions on Transfer set forth in limitations of Section 5.1 hereof and subject (where relevant) to the right of first refusal provisions of Sections 5.2 through 5.5 hereof6.06(e), (1) at if any time after the third anniversary of Closing each member of the Investor Group may, or (2) at any time after the fifth anniversary of Closing each member of the News Group or the Investor Group may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary Shares to any Third Party in acceptance of a Third Party Offer, but only if the Stockholder Shareholder (the “Transferor”) desiring proposes to so Transfer any of its Ordinary Shares first: (i) procures that the to a Third Party offers in all circumstances(including any other Shareholder) (the “Buyer”), and such Transfer is not prohibited by Section 6.04, the Transferor Selling Person shall first offer to the members each of the Investor Group, if other Shareholders (the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, to include, at the option of the members of the Investor Group or the members of the News Group, as relevant, in the sale or disposition to the Third Party, such number of Ordinary Shares as shall be determined in accordance with this Article VI; and (ii) procures that the Third Party makes a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith“Tag-Along Offerees”) to include, at the option of the Management Stockholderseach Tag-Along Offeree, in the sale or disposition Transfer to the Third PartyBuyer, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares as shall be determined in accordance with this Article VI. The members of the Investor Group or the News Group, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “Tag-Along Offerees” and the Ordinary Shares to be included at the option of the relevant parties in accordance with this Article VI are referred to as, (collectively, the “Tag-Along Shares”. If ) as shall be determined in accordance with this Section 6.06; provided, that with respect to any such Transfer that is also governed by Section 6.05, the relevant Transfer is pursuant to the exercise of Shareholders having a right of first refusal pursuant under Section 6.05 shall have first been or shall concurrently be afforded the opportunity to acquire such Shares in accordance with the provisions of Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be made6.05. (bii) Upon the receipt by the Transferor of a Third Party Offer(s) Bona Fide Offer from a Buyer to purchase or otherwise acquire its Company Shares then owned by the Transferor (other than a Transfer which that, pursuant to Section 6.7 hereof 6.06(e), would not be subject to the provisions of Sections 6.1 through 6.6 hereofSection 6.06) which that such Transferor desires to accept, such Transferor shall cause provide written notice (the Third Party Offer and the Management Tag Offer, if required, to be reduced to writing and shall provide a copy “Tag-Along Notice”) of such written notice of such Third Party Offer and any Management Tag Offer, if required, to the Company, and the Company Buyer’s offer (which shall provide contain a copy of the Combined Notice containing such offers Bona Fide Offer) to JVCO and each of the Tag-Along Offerees in respect of the Tag Along Shares allocated to him in accordance with this Article VI in the manner set forth in Section 16.7 hereofOfferees. The Combined Tag-Along Notice must contain an offer by the Third Party Buyer to purchase or otherwise acquire the Tag-Along Shares from the Tag-Along Offerees (conditioned on the offer(s) with respect to the purchase in accordance with Article V of the Transfer Shares set forth therein not being accepted) according to the terms and conditions of this Article VI, upon Section 6.06 and at the same price, for the same form of consideration and upon terms and conditions as that are no less favorable to the Tag-Along Offerees than the terms and conditions contained in the Third Party Offer Buyer’s offer and shall be accompanied by a true and correct copy of the Third Party OfferBuyer’s offer (which shall identify the Buyer, the Shares proposed to be Transferred by the Transferor, the price contained in the Buyer’s offer and all of the other terms and conditions of the Buyer’s offer); provided, however, that (1) the Tag-Along Notice may be combined with a Right of First Refusal Notice and (2) references herein to a Tag-Along Notice shall be deemed to include any such combined Tag-Along Notice/Right of First Refusal Notice. (ciii) At any time within thirty (30) days 30 Business Days after their its receipt of the Combined Notice, a Tag-Along Offeree Notice (which 30-Business Day period, in the case of a combined Tag-Along Notice/Right of First Refusal Notice, shall run concurrently with the 30-Business Day period set forth in Section 6.05(a)(ii)), each of the Tag-Along Offerees may irrevocably accept the Third Party Offer Buyer’s offer included in the Combined Tag-Along Notice for up to such number of Tag-Along Shares as is determined in accordance with the provisions of this Article VI Section 6.06 by furnishing written notice of such acceptance to the Transferor and such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares)Buyer. Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant Tag-Along Shares (free from all Encumbrances and with full title guarantee), to be sold or otherwise disposed of pursuant to such offer by such Tag-Along Offerees, together with a limited power-of-attorney authorizing the Transferor or the Company to sell or otherwise dispose of such shares pursuant to the terms and conditions of such Third Party’s offer set forth in the Tag-Along Notice and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party Offer6.06. (div) In the event of any Transfer of an indirect interest in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references Notwithstanding anything to the Transfer of an indirect interest contrary contained in this Section 6.1(d) 6.06, there shall include be no liability on the Transfer part of shares (or equivalent ownership rights) the Transferor to any Shareholder in the Original Investors or NDS Holdco event that the sale of Shares to anyone other than the Buyer contemplated by this Section 6.06 is not consummated for any reason whatsoever. Whether a person who, if sale of Shares to the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee Buyer contemplated pursuant to this Section 6.06 is effected is in the sole and absolute discretion of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1Transferor.

Tag-Along Rights Generally. (a) Subject to the restrictions on Transfer set forth in of Section 5.1 2.1 hereof and subject (where relevant) to the right limitations of first refusal provisions of Sections 5.2 through 5.5 Section 3.5 hereof, (1) at any time after the third anniversary of Closing each member of the Investor Group may, Stockholder or (2) at any time after the fifth anniversary of Closing each member of the News Group or the Investor Group Stockholders may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary Shares shares of Company Stock to any Third Party in acceptance of a Third Party Offer(the “Buyer”), but only if the Stockholder or Stockholders desiring to so transfer their Company Stock (collectively, the “Transferor”) desiring ), first offer to so Transfer its Ordinary Shares first: (i) procures that the Third Party offers in all circumstances, to the members each of the Investor Group, if other Stockholders (the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, “Tag-Along Offerees”) to include, at the option of the members of the Investor Group or the members of the News Group, as relevanteach Tag-Along Offeree, in the sale or other disposition to the Third PartyBuyer, such number of Ordinary Shares shares of Company Stock (collectively, the “Tag-Along Stock”) as shall be determined in accordance with this Article VI; and III. Additionally, proposed Transfers of Company Stock by CEP must comply with the tag-along rights provisions set forth in Article IX of that certain Warrant Agreement, dated as of September 28, 2001 (ii) procures that the Third Party makes a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith) to include, at the option of the Management Stockholders, in the sale or disposition to the Third Party, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares as shall be determined in accordance with this Article VI. The members of the Investor Group or the News Group, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “Tag-Along Offerees” Warrant Agreement”), by and among the Company and the Ordinary Shares to be included at the option of the relevant parties in accordance with this Article VI are referred to as, collectively, the “Tag-Along Shares”. If the relevant Transfer is pursuant to the exercise of a right of first refusal pursuant to Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be madeWarrantholders named therein. (b) Upon the receipt by any Transferor or Transferors of a Third Party Offer(s) Bona Fide Offer to purchase or otherwise acquire shares of its or their Company Shares Stock from a Buyer (other than a Transfer which pursuant to Section 6.7 3.5 hereof would not be subject to the provisions of Sections 6.1 3.1 through 6.6 3.4 hereof) which such Transferor desires or Transferors desire to accept, such Transferor shall cause the Third Party Offer and the Management Tag Offer, if required, to be reduced to writing and Transferors shall provide a copy of such written notice of such Third Party Offer and any Management Tag Offer, if required, Buyer’s offer (the “Tag-Along Notice”) to the CompanyCompany (which shall contain a copy of the Bona Fide Offer), and the Company shall provide a copy of the Combined Tag-Along Notice containing such offers to each of the Tag-Along Offerees in respect of the Tag Along Shares allocated to him in accordance with this Article VI in the manner set forth in Section 16.7 11.9 hereof. The Combined Tag-Along Notice must contain an offer by the Third Party to purchase or otherwise acquire the shares of Tag-Along Shares Stock from the Tag-Along Offerees (conditioned on the offer(s) with respect to the purchase in accordance with Article V of the Transfer Shares set forth therein not being accepted) according to the terms and conditions of this Article VI, III and upon substantially the same terms and conditions as the terms and conditions contained in the Third Party Offer Buyer’s offer and shall be accompanied by a true and correct copy of the Third Party OfferBuyer’s offer; provided that (x) the Tag-Along Notice may be combined with a Right of First Refusal Notice and (y) references herein to a Tag-Along Notice shall be deemed to include any such combined Tag-Along Notice/Right of First Refusal Notice. (c) At any time within thirty (30) 30 days after their its receipt of the Combined Notice, a Tag-Along Offeree Notice, each of the Tag-Along Offerees may irrevocably accept the Third Party Offer Buyer’s offer included in the Combined Tag-Along Notice for up to such number of shares of Tag-Along Shares Stock as is determined in accordance with the provisions of this Article VI III by furnishing written notice of such acceptance to the Transferor and the Buyer; such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares). Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant shares of Tag-Along Shares Stock (which shall be free from all Encumbrances and with full title guaranteeclear of liens), Duly Endorsed, to be sold or otherwise disposed of pursuant to such offer by such Tag-Along OffereesOfferee, together with a limited power-of-attorney authorizing the Transferor or the Company to sell or otherwise dispose of such shares of stock pursuant to the terms and conditions of such Third Party’s offer set forth in the Tag-Along Notice and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party OfferIII. (d) In Notwithstanding anything to the contrary contained in this Article III, there shall be no liability on the part of the Transferor to any Stockholder in the event that the sale of Company Stock to the Buyer contemplated pursuant to this Article III is not consummated for any Transfer reason whatsoever. Whether a sale of an indirect interest Company Stock to the Buyer contemplated pursuant to this Article III is effected is in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 sole and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms absolute discretion of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references to the Transfer of an indirect interest in this Section 6.1(d) shall include the Transfer of shares (or equivalent ownership rights) in the Original Investors or NDS Holdco to anyone other than a person who, if the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1Transferor.

Tag-Along Rights Generally. (a) Subject to the restrictions on Transfer set forth in Section 5.1 hereof and subject (where relevant) to the right of first refusal provisions of Sections 5.2 through 5.5 hereof, (1) If at any time after SLG and its Covered Transferees own an equal or lesser number of shares of Common Stock, in the third anniversary aggregate than owned at such time by SSF and its Permitted Transferees, in the aggregate, and SLG and/or any Covered Transferee of Closing each member SLG elects to sell all or a portion of the Investor Group may, or (2) at any time after the fifth anniversary of Closing each member of the News Group or the Investor Group may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary SLG Shares to any Third Party in acceptance of a Third Party Offer, but only if the Stockholder (the “Transferor”) desiring to so Transfer its Ordinary Shares first: (i) procures that the Third Party offers in all circumstances, to the members of the Investor Group, if the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, to include, at the option of the members of the Investor Group or the members of the News GroupCompany (a “Tag-Along Buyer”), as relevantthen SLG shall first offer, in the sale or disposition to the Third Party, such number of Ordinary Shares as shall be determined in accordance with the provisions of this Article VI; and Section 3, to SSF and to each of its Permitted Transferees (ii) procures that for the Third Party makes purpose of this Section 3 only, each, a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith“Tag-Along Offeree”) to include, at the option of the Management StockholdersTag-Along Offerees, in the a sale or other disposition to the Third PartyTag-Along Buyer, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares shares of Common Stock (the “Tag-Along Stock”) as shall be determined in accordance with this Article VI. The members of the Investor Group or the News Group, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “Tag-Along Offerees” and the Ordinary Shares to be included at the option of the relevant parties in accordance with this Article VI are referred to as, collectively, the “Tag-Along Shares”. If the relevant Transfer is pursuant to the exercise of a right of first refusal pursuant to Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be made3. (b) Upon the receipt by Transferor SLG and/or a Covered Transferee of a Third Party Offer(s) Bona Fide Offer or offers to purchase or otherwise acquire its Company (or if SLG and/or a Covered Transferee has otherwise agreed to Transfer) all or any portion of the SLG Shares (other than from a Transfer Tag-Along Buyer which pursuant to Section 6.7 hereof would not be subject to the provisions of Sections 6.1 through 6.6 hereof) which such Transferor SLG and/or a Covered Transferee desires to accept, SLG and/or such Transferor Covered Transferee shall cause all of the Third Party Offer material terms and conditions of the Management Tag Offer, if required, Tag-Along Buyer’s offer to be reduced to writing and shall shall, in a reasonable amount of time upon receipt thereof, provide a copy of such written notice of such Third Party Offer and any Management Tag Offer, if required, to Tag-Along Buyer’s offer (the Company, and the Company shall provide a copy of the Combined Notice containing such offers “Tag-Along Notice”) to each of the Tag-Along Offerees in respect of the Tag Along Shares allocated to him in accordance with this Article VI in the manner set forth in Section 16.7 6.5 hereof. The Combined Tag-Along Notice must contain an offer by the Third Party Tag-Along Buyer to purchase or otherwise acquire the shares of Tag-Along Shares Stock from the Tag-Along Offerees (conditioned on the offer(s) with respect to the purchase in accordance with Article V of the Transfer Shares set forth therein not being accepted) according to the terms and conditions of this Article VI, upon the same terms and conditions as the terms and conditions contained in the Third Party Offer and shall be accompanied by a true and correct copy of the Third Party Offer. (c) At any time within thirty (30) days after their receipt of the Combined Notice, a Tag-Along Offeree may irrevocably accept the Third Party Offer included in the Combined Notice for up to such number of Tag-Along Shares as is determined in accordance with the provisions of this Article VI by furnishing written notice of such acceptance to the Transferor and such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares). Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant Tag-Along Shares (free from all Encumbrances and with full title guarantee), to be sold or otherwise disposed of pursuant to such offer by such Tag-Along Offerees, together with a limited power-of-attorney authorizing the Transferor or the Company to sell or otherwise dispose of such shares pursuant to the terms and conditions of such Third Party’s offer and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party Offer. (d) In the event of any Transfer of an indirect interest in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references to the Transfer of an indirect interest in this Section 6.1(d) shall include the Transfer of shares (or equivalent ownership rights) in the Original Investors or NDS Holdco to anyone other than a person who, if the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1.this

Tag-Along Rights Generally. (a) Subject In the event that Mtel -------------------------- International or any Permitted Transferee proposes to the restrictions on Transfer set forth any of its shares of Common Stock or Preferred Stock, other than pursuant to an IPO in which shares have been allocated pursuant to Section 5.1 hereof and subject (where relevant) to the right of first refusal provisions of Sections 5.2 through 5.5 6.2 hereof, (1) at any time after the third anniversary of Closing each member of the Investor Group may, or (2) at any time after the fifth anniversary of Closing each member of the News Group or the Investor Group may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary Shares to any Third Party Party, subject to the exceptions set forth below, the Purchaser or any Purchaser Transferee shall have the right in acceptance the case of a Third Party Offer, but only if the Stockholder (the “Transferor”) desiring to so proposed Transfer its Ordinary Shares first: (i) procures that the Third Party offers in all circumstancesby Mtel International or any Permitted Transferee, to the members of the Investor Group, if the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, to include, at the option of the members of the Investor Group or the members of the News Group, as relevant, in the sale or disposition to the Third Party, sell collectively such number of Ordinary Shares as shall be determined in accordance with this Article VI; and (ii) procures that the Third Party makes a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect shares of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith) to include, at the option of the Management Stockholders, in the sale or disposition to the Third Party, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares as shall be determined in accordance with this Article VI. The members of the Investor Group or the News GroupCommon Stock and/or Preferred Stock, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “sold (collectively, "Tag-Along Offerees” and Stock") to the Ordinary Shares to be included at the option of the relevant parties proposed Third Party in accordance with --------------- the terms of this Article VI are referred to as, collectively, the “Tag-Along Shares”. If the relevant Transfer is pursuant to the exercise of a right of first refusal pursuant to Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be madeIII. (b) Upon In the receipt by Transferor event of a Third Party Offer(sTransfer subject to Section 3.1(a) to purchase or otherwise acquire its Company Shares (other than a Transfer which above pursuant to Section 6.7 hereof would not be subject to the provisions of Sections 6.1 through 6.6 hereof) which a bona fide offer, Mtel International and/or such Transferor desires to accept, such Transferor shall cause the Third Party Offer and the Management Tag Offer, if required, to be reduced to writing and Permitted Transferee shall provide a copy of such written notice of such Third Party Offer and any Management Tag Offer, if required, to offer (the Company, and the Company shall provide a copy of the Combined Notice containing such offers to each of the "Tag-Along Offerees in respect of Notice") ---------------- to the Tag Along Shares allocated to him in accordance with this Article VI Purchaser or any Purchaser Transferee in the manner set forth in Section 16.7 11.4 hereof. The Combined Tag-Along Notice must contain an offer by the Third Party to purchase or otherwise acquire the shares of Tag-Along Shares Stock from the Tag-Along Offerees (conditioned on the offer(s) with respect to the purchase in accordance with Article V of the Transfer Shares set forth therein not being accepted) Purchaser or any Purchaser Transferee according to the terms and conditions of this Article VI, III upon the same terms and conditions as the terms and conditions contained in the Third Party Offer and shall be accompanied by a true and correct copy of the Third Party OfferParty's offer to Mtel International or any Permitted Transferee. (c) At any time within thirty (30) days 10 Business Days after their its receipt of the Combined Tag- Along Notice, a Tag-Along Offeree the Purchaser or any Purchaser Transferee may irrevocably accept the Third Party Offer offer included in the Combined Tag-Along Notice for up to such number of shares of Tag-Along Shares Stock as is determined in accordance with the provisions of this Article VI III by furnishing written notice of such acceptance to the Transferor Mtel International and such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept Party; such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares). Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant shares of Tag-Along Shares Stock (which shall be free from and clear of all Encumbrances and with full title guaranteeLiens), Duly Endorsed, to be sold or otherwise disposed of pursuant to such offer by such Tag-Along OffereesNotice by the Purchaser or any Purchaser Transferee, together with a limited power-of-attorney authorizing the Transferor Mtel International or the Company any Permitted Transferee to sell or otherwise dispose of such shares pursuant to the terms and conditions of such Third Party’s 's offer and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party OfferIII. (d) In the event of any Transfer of an indirect interest in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references to the Transfer of an indirect interest in this Section 6.1(d) shall include the Transfer of shares (or equivalent ownership rights) in the Original Investors or NDS Holdco to anyone other than a person who, if the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1.

Tag-Along Rights Generally. (a) Subject to the restrictions on Transfer set forth in Section 5.1 hereof 3.1 hereof, and subject (where relevant) to the prior application of the right of first refusal provisions of Sections 5.2 3.2 through 5.5 3.7 hereof, (1) at any time after the third anniversary of Closing each member of the Investor Group may, Stockholder or (2) at any time after the fifth anniversary of Closing each member of the News Group or the Investor Group Stockholders may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary Shares shares of Company Stock to any Third Party in acceptance of a Third Party OfferParty, but only if the Stockholder (the “Transferor”) or Stockholders desiring to so Transfer its Ordinary Shares first: transfer their Company Stock (icollectively, the "Transferor") procures that the Third Party offers in all circumstances, first offer to the members each of the Investor Group, if other Stockholders (the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, "Tag-Along Offerees") to include, at the option of the members of the Investor Group or the members of the News Group, as relevanteach Tag- Along Offeree, in the sale or other disposition to the Third Party, such number of Ordinary Shares shares of Company Stock (collectively, the "Tag-Along Stock") as shall be determined in accordance with this Article VI; and (ii) procures that the Third Party makes a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith) to include, at the option of the Management Stockholders, in the sale or disposition to the Third Party, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares as shall be determined in accordance with this Article VI. The members of the Investor Group or the News Group, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “Tag-Along Offerees” and the Ordinary Shares to be included at the option of the relevant parties in accordance with this Article VI are referred to as, collectively, the “Tag-Along Shares”. If the relevant Transfer is pursuant to the exercise of a right of first refusal pursuant to Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be madeIV. (b) Upon the receipt by any Transferor or Transferors of a Third Party Offer(s) bona fide ---- ---- offer or offers to purchase or otherwise acquire shares of its or their Company Shares Stock from a Third Party (other than a Transfer which pursuant to Section 6.7 4.5 hereof would not be subject to the provisions of Sections 6.1 4.1 through 6.6 4.4 hereof) which such Transferor desires or Transferors desire to accept, such Transferor Transferors shall cause the Third Party Offer and the Management Tag Offer, if required, Party's offer to be reduced to writing and shall provide a copy of such written notice of such Third Party Offer and any Management Tag Offer, if required, Party's offer (the "Tag-Along Notice") to the Company, and the Company shall provide a copy of the Combined Tag-Along Notice containing such offers to each of the Tag-Along Offerees in respect of the Tag Along Shares allocated to him in accordance with this Article VI in the manner set forth in Section 16.7 14.7 hereof. The Combined Tag-Along Notice must contain an offer by the Third Party to purchase or otherwise acquire the shares of Tag-Along Shares Stock from the Tag-Along Offerees according to the terms and conditions of this Article IV and upon substantially the same terms and conditions as the terms and conditions contained in the Third Party's offer and shall be accompanied by a true and correct copy of the Third Party's offer; provided that (x) the Tag-Along -------- Notice may be combined with a Right of First Refusal Notice, (y) the offer by a Third Party with respect to Tag-Along Stock set forth in any such combined Tag- Along Notice/Right of First Refusal Notice may be conditioned on the offer(s) with respect to the purchase in accordance with Article V IV of the Transfer Shares Stock set forth therein not being acceptedaccepted and (z) according references herein to the terms and conditions of this Article VI, upon the same terms and conditions as the terms and conditions contained in the Third Party Offer and a Tag- Along Notice shall be accompanied by a true and correct copy deemed to include any such combined Tag-Along Notice/Right of the Third Party OfferFirst Refusal Notice. (c) At any time within thirty (30) days 10 Business Days after their its receipt of the Combined Notice, Tag- Along Notice (or 30 days after its receipt of a combined Tag-Along Offeree Notice/Right of First Refusal Notice), each of the Tag-Along Offerees may irrevocably accept the Third Party Offer offer included in the Combined Tag-Along Notice for up to such number of shares of Tag-Along Shares Stock as is determined in accordance with the provisions of this Article VI IV by furnishing written notice of such acceptance to the Transferor and such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept Party; such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares). Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant Tag-shares of Tag- Along Shares Stock (which shall be free from all Encumbrances and with full title guaranteeclear of liens), Duly Endorsed, to be sold or otherwise disposed of pursuant to such offer by such Tag-Along OffereesOfferee, together with a limited power-of-attorney authorizing the Transferor or the Company to sell or otherwise dispose of such shares of stock pursuant to the terms and conditions of such Third Party’s 's offer and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party OfferIV. (d) In Notwithstanding anything to the contrary contained in this Article IV, there shall be no liability on the part of the Transferor to any Stockholder in the event that the sale of Company Stock to the Third Party contemplated pursuant to this Article IV is not consummated for any Transfer reason whatsoever. Whether a sale of an indirect interest Company Stock to the Third Party contemplated pursuant to this Article IV is effected is in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 sole and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms absolute discretion of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references to the Transfer of an indirect interest in this Section 6.1(d) shall include the Transfer of shares (or equivalent ownership rights) in the Original Investors or NDS Holdco to anyone other than a person who, if the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1Transferor.

Tag-Along Rights Generally. (a) Subject to the restrictions on Transfer set forth in Section 5.1 hereof 3.1 hereof, and subject (where relevant) to the prior application of the right of first refusal provisions of Sections 5.2 3.2 through 5.5 3.7 hereof, (1) at any time after the third anniversary of Closing each member of the Investor Group may, Stockholder or (2) at any time after the fifth anniversary of Closing each member of the News Group or the Investor Group Stockholders may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary Shares shares of Company Stock to any Third Party in acceptance of a Third Party OfferParty, but only if the Stockholder or Stockholders desiring to so transfer their Company Stock (collectively, the “Transferor”) desiring first offer to so Transfer its Ordinary Shares first: (i) procures that the Third Party offers in all circumstances, to the members each of the Investor Group, if other Stockholders (the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, “Tag-Along Offerees”) to include, at the option of the members of the Investor Group or the members of the News Group, as relevanteach Tag-Along Offeree, in the sale or other disposition to the Third Party, such number of Ordinary Shares shares of Company Stock (collectively, the “Tag-Along Stock”) as shall be determined in accordance with this Article VI; and (ii) procures that the Third Party makes a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith) to include, at the option of the Management Stockholders, in the sale or disposition to the Third Party, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares as shall be determined in accordance with this Article VI. The members of the Investor Group or the News Group, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “Tag-Along Offerees” and the Ordinary Shares to be included at the option of the relevant parties in accordance with this Article VI are referred to as, collectively, the “Tag-Along Shares”. If the relevant Transfer is pursuant to the exercise of a right of first refusal pursuant to Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be madeIV. (b) Upon the receipt by any Transferor or Transferors of a Third Party Offer(s) bona fide offer or offers to purchase or otherwise acquire shares of its or their Company Shares Stock from a Third Party (other than a Transfer which pursuant to Section 6.7 4.5 hereof would not be subject to the provisions of Sections 6.1 4.1 through 6.6 4.4 hereof) which such Transferor desires or Transferors desire to accept, such Transferor Transferors shall cause the Third Party Offer and the Management Tag Offer, if required, Party’s offer to be reduced to writing and shall provide a copy of such written notice of such Third Party Offer and any Management Tag Offer, if required, Party’s offer (the “Tag-Along Notice”) to the Company, and the Company shall provide a copy of the Combined Tag-Along Notice containing such offers to each of the Tag-Along Offerees in respect of the Tag Along Shares allocated to him in accordance with this Article VI in the manner set forth in Section 16.7 14.7 hereof. The Combined Tag-Along Notice must contain an offer by the Third Party to purchase or otherwise acquire the shares of Tag-Along Shares Stock from the Tag-Along Offerees according to the terms and conditions of this Article IV and upon substantially the same terms and conditions as the terms and conditions contained in the Third Party’s offer and shall be accompanied by a true and correct copy of the Third Party’s offer; provided that (x) the Tag-Along Notice may be combined with a Right of First Refusal Notice, (y) the offer by a Third Party with respect to Tag-Along Stock set forth in any such combined Tag-Along Notice/Right of First Refusal Notice may be conditioned on the offer(s) with respect to the purchase in accordance with Article V IV of the Transfer Shares Stock set forth therein not being acceptedaccepted and (z) according references herein to the terms and conditions of this Article VI, upon the same terms and conditions as the terms and conditions contained in the Third Party Offer and a Tag-Along Notice shall be accompanied by a true and correct copy deemed to include any such combined Tag-Along Notice/Right of the Third Party OfferFirst Refusal Notice. (c) At any time within thirty (30) days 10 Business Days after their its receipt of the Combined Notice, a Tag-Along Offeree Notice (or 30 days after its receipt of a combined Tag-Along Notice/Right of First Refusal Notice), each of the Tag-Along Offerees may irrevocably accept the Third Party Offer offer included in the Combined Tag-Along Notice for up to such number of shares of Tag-Along Shares Stock as is determined in accordance with the provisions of this Article VI IV by furnishing written notice of such acceptance to the Transferor and such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept Party; such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares). Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant shares of Tag-Along Shares Stock (which shall be free from all Encumbrances and with full title guaranteeclear of liens), Duly Endorsed, to be sold or otherwise disposed of pursuant to such offer by such Tag-Along OffereesOfferee, together with a limited power-of-attorney authorizing the Transferor or the Company to sell or otherwise dispose of such shares of stock pursuant to the terms and conditions of such Third Party’s offer and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party OfferIV. (d) In Notwithstanding anything to the contrary contained in this Article IV, there shall be no liability on the part of the Transferor to any Stockholder in the event that the sale of Company Stock to the Third Party contemplated pursuant to this Article IV is not consummated for any Transfer reason whatsoever. Whether a sale of an indirect interest Company Stock to the Third Party contemplated pursuant to this Article IV is effected is in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 sole and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms absolute discretion of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references to the Transfer of an indirect interest in this Section 6.1(d) shall include the Transfer of shares (or equivalent ownership rights) in the Original Investors or NDS Holdco to anyone other than a person who, if the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1Transferor.

Tag-Along Rights Generally. (a) Subject to the restrictions on Transfer set forth in Section 5.1 hereof and subject (where relevant) to the right of first refusal provisions of Sections 5.2 through 5.5 3.1 hereof, any Shareholder or Shareholders who are either (1i) at any time after the third anniversary of Closing each member members of the Investor Windward Group may, (or their Permitted Transferees) or (2ii) at any time after the fifth anniversary of Closing each member of the News Group Windward/Badger (or the Investor Group its Permitted Transferees), may, individually or collectively, in any one transaction or any series of similar transactions, Transfer any Ordinary Shares shares of Company Stock to any Third Party in acceptance of a Third Party OfferParty, but only if the Stockholder Shareholder or Shareholders who are either (i) members of the “Transferor”Windward Group (or their Permitted Transferees) or (ii) Windward/Badger (or its Permitted Transferees), as the case may be, desiring to so Transfer its Ordinary Shares first: transfer their Company Stock (icollectively, the "Transferor") procures that the Third Party offers in all circumstances, first offer to the members each of the Investor Group, if other Shareholders (the Transferor is a member of the News Group, and the News Group, if the Transferor is a member of the Investor Group, "Tag-Along Offerees") to include, at the option of the members of the Investor Group or the members of the News Group, as relevanteach Tag-Along Offeree, in the sale or other disposition to the Third Party, such number of Ordinary Shares shares of Common Stock (collectively, the "Tag-Along Stock") as shall be determined in accordance with this Article VI; and (ii) procures that the Third Party makes a Management Tag Offer to Management Stockholders pursuant to Section 6.5 in respect of Additional Ordinary Shares and if the proposed Transfer will, if completed, result in the Original Investors (together with their Permitted Transferees) ceasing to hold, in aggregate, at least, or further reducing their aggregate holding of Ordinary Shares to below, 75 per cent. of the Ordinary Shares held by them immediately after Closing, in respect of the Mandatory Ordinary Shares (including, if relevant under Section 6.5, such number of Mandatory Ordinary Shares held by Management Stockholders arising pursuant to the redesignation of a relevant proportion of Hurdle Shares in accordance therewith) to include, at the option of the Management Stockholders, in the sale or disposition to the Third Party, such number of such Additional Ordinary Shares and such Mandatory Ordinary Shares as shall be determined in accordance with this Article VI. The members of the Investor Group or the News Group, as the case may be, and, if relevant, the Management Stockholders, to whom such an offer is required to be made are referred to as the “Tag-Along Offerees” and the Ordinary Shares to be included at the option of the relevant parties in accordance with this Article VI are referred to as, collectively, the “Tag-Along Shares”. If the relevant Transfer is pursuant to the exercise of a right of first refusal pursuant to Section 5.2 by the Original Investors, neither of the offers described in Sections 6.1(a)(i) or 6.1(a)(ii) shall be required to be madeIV. (b) Upon the receipt by any Transferor or Transferors of a Third Party Offer(s) Bona Fide Offer or offers to purchase or otherwise acquire (or if such Transferor or Transferors has otherwise agreed to Transfer (other than in connection with an IPO Event)) shares of its or their Company Shares Stock from a Third Party (other than a Transfer which pursuant to Section 6.7 4.5 hereof would not be subject to the provisions of Sections 6.1 4.1 through 6.6 4.4 hereof) which such Transferor desires or Transferors desire to accept, such Transferor Transferors shall cause the Third Party Offer and the Management Tag Offer, if required, Party's offer to be reduced to writing and shall provide a copy of such written notice of such Third Party Offer and any Management Tag Offer, if required, Party's offer (the "Tag-Along Notice") to the Company, and the Company shall provide a copy of the Combined Tag-Along Notice containing such offers to each of the Tag-Along Offerees in respect of the Tag Along Shares allocated to him in accordance with this Article VI in the manner set forth in Section 16.7 14.7 hereof. The Combined Tag-Along Notice must contain an offer by the Third Party to purchase or otherwise acquire the shares of Tag-Along Shares Stock from the Tag-Along Offerees (conditioned on the offer(s) with respect to the purchase in accordance with Article V of the Transfer Shares set forth therein not being accepted) according to the terms and conditions of this Article VI, IV and upon the same terms and conditions as the terms and conditions contained in the Third Party Offer Party's offer and shall be accompanied by a true and correct copy of the Third Party OfferParty's offer. (c) At any time within thirty (30) days 10 Business Days after their its receipt of the Combined Notice, a Tag-Along Offeree Notice, each of the Tag-Along Offerees may irrevocably accept the Third Party Offer offer included in the Combined Tag-Along Notice for up to such number of shares of Tag-Along Shares Stock as is determined in accordance with the provisions of this Article VI IV by furnishing written notice of such acceptance to the Transferor and such Third Party provided that a Tag-Along Offeree who is a Management Stockholder and who elects to accept Party; such Management Tag Offer in respect of any Mandatory B Shares must do so in respect of all Mandatory B Shares to which the Management Tag Offer applies (including those Mandatory B Shares arising upon redesignation of relevant proportion of the Hurdle Shares). Such written notice of acceptance shall be irrevocable and must be accompanied by duly executed transfers in favor of the Third Party in respect of the relevant Tag-Along Shares and the certificate or certificates representing the relevant shares of Tag-Along Shares Stock (which shall be free from all Encumbrances and with full title guaranteeclear of liens, other than arising pursuant to the terms of this Agreement), Duly Endorsed, to be sold or otherwise disposed of pursuant to such offer by such Tag-Along OffereesOfferee, together with a limited power-of-attorney authorizing the Transferor or the Company to sell or otherwise dispose of such shares of stock pursuant to the terms and conditions of such Third Party’s 's offer and the terms and conditions of this Article VI. To the extent the Tag-Along Offerees so accepting the Third Party Offer are members of the Investor Group or the News Group, as relevant, the aggregate number of Tag Along Shares incorporated in such acceptance made in accordance with this Section 6.1(c) shall reduce the number of Ordinary Shares to be sold by Transferor to the Third Party pursuant to the Third Party OfferIV. (d) In Notwithstanding anything to the contrary contained in this Article IV, there shall be no liability on the part of the Transferor to any Shareholder in the event that the sale of Company Stock to the Third Party contemplated pursuant to this Article IV is not consummated for any Transfer reason whatsoever. Whether a sale of an indirect interest Company Stock to the Third Party contemplated pursuant to this Article IV is effected is in any Company Share (either alone or in conjunction with any other Transfer), the provisions of Sections 6.1 sole and 6.9 shall be applied as though the indirect Transfer was a Transfer of a direct interest and the terms absolute discretion of the tag-along rights and the drag-along rights which may arise as a result shall be determined in good faith by the Company (acting through a resolution of the Board approved by at least one (1) Class A Director and one (1) Class B Director). For the avoidance of doubt, references to the Transfer of an indirect interest in this Section 6.1(d) shall include the Transfer of shares (or equivalent ownership rights) in the Original Investors or NDS Holdco to anyone other than a person who, if the applicable Transfer was a transfer of Company Shares, would have been a Permitted Transferee of the members of the Investor Group (in the case of transfers of shares or equivalent ownership rights in the Original Investors) or a Permitted Transferee of the members of the News Group (in the case of transfers of shares or equivalent ownership rights in NDS Holdco) on a basis applying the relevant principles set out in this Agreement and the economic entitlements of Company Shares as referred to in Section 3.1Transferor.