NDS Group Holdings, LTD Sample Contracts

—] Shares NDS GROUP HOLDINGS LIMITED COMMON SHARES (PAR VALUE $[—] PER SHARE) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • February 15th, 2012 • NDS Group Holdings, LTD • Services-computer integrated systems design • New York
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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design • Delaware

AGREEMENT, dated as of [—], 2011, by and between NDS Group Holdings Limited, a Bermuda exempted limited liability company (the “Company”), and [ ] (the “Indemnitee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design • England and Wales

This Amended and Restated Employment Agreement (this “Agreement”) is entered into and shall be effective as of the later of (a) the effectiveness of NDS Group Holdings Limited’s (“NDS Holdings”) registration statement on Form F-1 filed with the U.S. Securities and Exchange Commissions on , 20 as amended, and (b) the common shares of NDS Holdings being listed or approved for listing upon notice of issuance of the New York Stock Exchange (the “Effective Date”), by and

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NUCLOBEL LUX 1 S.ÀR.L. NUCLOBEL LUX 2 S.ÀR.L. NEWS CORPORATION NDS HOLDCO INC. NDS GROUP HOLDINGS LIMITED SUBSCRIPTION AGREEMENT
Subscription Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design
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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 , 2012
Registration 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

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FORM OF MANAGEMENT SHAREHOLDERS’ AGREEMENT
Management 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

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FORM OF SHAREHOLDERS’ AGREEMENT of NDS GROUP HOLDINGS LIMITED Dated as of [—]
Shareholders’ Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design • New York

This SHAREHOLDERS’ AGREEMENT (the “Agreement”) is dated as of [—], by and among Nuclobel Lux 1 S.àr.l. (“Investor 1”), a private limited company (société à responsabilité limitée) incorporated in Luxembourg, Nuclobel Lux 2 S.àr.l. (“Investor 2”), a private limited company (société à responsabilité limitée) incorporated in Luxembourg (each 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”), 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 NDS Group Holdings Limited, a company organized under the laws of Bermuda (the “Company”), and such other Persons who or which become parties to this Agreement pursuant to the terms and conditions of this Agreement. The Company, the Nuclobel Group and the News Group are collectively referr

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design

This Amended and Restated Employment Agreement (this “Agreement”) is entered into and shall be effective as of the later of (a) the effectiveness of NDS Group Holdings Limited’s (“NDS Holdings”) registration statement on Form F-1 filed with the U.S. Securities and Exchange Commissions on , 20__, as amended, and (b) the common shares of NDS Holdings being listed or approved for listing upon notice of issuance of the New York Stock Exchange (the “Effective Date”), by and

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CONTRACT OF EMPLOYMENT THIS AGREEMENT is made the 22nd day of July 2011 B E T W E E N: and
Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design • England and Wales
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CREDIT AGREEMENT dated as of March 10, 2011, among NDS GROUP LIMITED, as Holdings NDS FINANCE LIMITED, NDS HOLDINGS (EUROPE) LIMITED and NDS TREASURY (AMERICAS), LLC, as Borrowers, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS AND ISSUING...
Credit Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of March 10, 2011, among NDS FINANCE LIMITED, a company organized under the laws of England and Wales (“NDS Finance”), NDS HOLDINGS (EUROPE) LIMITED, a company organized under the laws of England and Wales (the “U.K. Borrower”), and NDS TREASURY (AMERICAS), LLC, a Delaware limited liability company (the “U.S. Borrower”; each of NDS Finance, the U.K. Borrower and the U.S. Borrower, a “Borrower” and, together, the “Borrowers”), NDS GROUP LIMITED, a company organized under the laws of England and Wales (“Holdings”), the GUARANTORS as defined herein, the LENDERS and ISSUING BANKS from time to time party hereto, J.P. MORGAN SECURITIES LLC, J.P. MORGAN PLC and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers (in such capacity, “Arrangers”), J.P. MORGAN SECURITIES LLC, J.P. MORGAN PLC, MORGAN STANLEY SENIOR FUNDING, INC., BNP PARIBAS LONDON BRANCH, GOLDMAN SACHS LENDING PARTNERS LLC, LLOYDS TSB BANK PLC and UBS LIMITED, as joint bo

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT ABRAHAM PELED
Employment Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design • Delaware

This Employment Agreement (the “Agreement”) is entered into on December 7, 2011, to be effective as of the later of (a) the later of (i) the effectiveness of NDS Group Holdings Limited’s (“NDS Holdings”) registration statement on Form F-1 filed with the U.S. Securities and Exchange Commissions on , 20 , as amended, and (ii) the common shares of NDS Holdings being listed or approved for listing upon notice of issuance of the New York Stock Exchange, and (b) January 1, 2012 (the “Effective Date”), by and between NDS Group Limited (“NDS”), NDS Americas, Inc. (the “Company”) and Abraham Peled (the “Executive”).

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NEW MASTER INTERCOMPANY AGREEMENT FEBRUARY 6, 2009 NEWS CORPORATION and NDS FINANCE LIMITED
New Master Intercompany Agreement • December 19th, 2011 • NDS Group Holdings, LTD • Services-computer integrated systems design
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