FORM OF NEW MASTER INTERCOMPANY AGREEMENT NEWS CORPORATION and NDS FINANCE LIMITED Allen & Overy LLPMaster Intercompany Agreement • September 3rd, 2008 • NDS Group PLC • Electronic computers
FORM OF STOCKHOLDERS AGREEMENT By and Among NUCLOBEL LUX 1 S.ÀR.L., NUCLOBEL LUX 2 S.ÀR.L., NEWS CORPORATION, NDS HOLDCO INC., NDS GROUP LIMITED, THE MANAGEMENT STOCKHOLDERS and THE OTHER STOCKHOLDERS LISTED HEREINStockholders Agreement • September 3rd, 2008 • NDS Group PLC • Electronic computers • New York
STOCKHOLDERS AGREEMENT dated as of [—], 2008 (the “Agreement”), 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 an “Investor” and together the “Investors” or the “Original Investors” and together with their Permitted Transferees (as defined herein), being referred to collectively as the “Investor 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”), NDS Group Limited, a company organized under the laws of England and Wales (the “Company” and together with its subsidiaries, the “Group”) and the persons listed in the Schedule of Management Stockholders attached hereto (such persons, together with any employees of the Group who becom
