VeriSign (VRSN)

PUT RIGHTS OF THE VERISIGN MEMBER

Subject to Section 9.3, the VeriSign Member shall have the right to sell all, but not less than all, of its Company Interests and the shares and interests of VeriSign Netherlands in the Netherlands Joint Venture and the Netherlands GP as follows:

9.1 First Put Right.

(a) Within forty-five (45) days following the date that is [***] years after the date of this Agreement, the VeriSign Member shall have the right to elect (in the manner set forth in Section 9.1(b) below) to sell to the Fox Member (the “First Put Option Right”), and the Fox Member or News shall thereupon be required to purchase from the VeriSign Member, all, but not less than all, of the Units beneficially owned by the VeriSign Member as of the First Put Exercise Date at an aggregate purchase price (the “First Put Price”) for such Units together with all interests and shares beneficially owned by VeriSign Netherlands in the Netherlands Joint Venture and the Netherlands GP equal to $[***] multiplied by, in respect of such purchase price allocated to the Units pursuant to Section 9.6, a fraction the numerator of which is the VeriSign Member’s Percentage Interest as of the First Put Exercise Date and the denominator of which is the VeriSign Member’s Percentage Interest as of the date of this Agreement.

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*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

(b) The VeriSign Member shall exercise the First Put Option Right by delivering to the Fox Member a written notice of such exercise (the “First Put Option Exercise Notice”), with a copy of the First Put Option Exercise Notice delivered to the Company. The date of the Fox Member’s receipt of the First Put Option Exercise Notice (the “First Put Exercise Date”) shall be deemed to be the date of the VeriSign Member’s exercise of the First Put Option Right, provided that if a Capital Call Notice has been sent to the Members prior to the First Put Option Exercise Notice and the Capital Call Date shall not yet have occurred, such date shall be deemed to be immediately after the Capital Call Date.

9.2 Second Put Right.

(a) Within forty-five (45) days following the date that is [***] after the date of this Agreement, the VeriSign Member shall have the right to elect (in the manner set forth in Section 9.2(b) below) to sell to the Fox Member (the “Second Put Option Right”), and the Fox Member or News shall thereupon be required to purchase from the VeriSign Member, all, but not less than all, of the Units beneficially owned by the VeriSign Member as of the Second Put Exercise Date at an aggregate purchase price (the “Second Put Price”) for such Units together with all interests and shares beneficially owned by VeriSign Netherlands in the Netherlands Joint Venture and the Netherlands GP equal to $[***] multiplied by, in respect of such purchase price allocated to the Units pursuant to Section 9.6, a fraction the numerator of which is the VeriSign Member’s Percentage Interest as of the Second Put Exercise Date and the denominator of which is the VeriSign Member’s Percentage Interest as of the date of this Agreement.

(b) The VeriSign Member shall exercise the Second Put Option Right by delivering to the Fox Member a written notice of such exercise (the “Second Put Option Exercise Notice”), with a copy of the Second Put Option Exercise Notice delivered to the Company. The date of the Fox Member’s receipt of the Second Put Option Exercise Notice (the “Second Put Exercise Date”) shall be deemed to be the date of the VeriSign Member’s exercise of the Second Put Option Right, provided that if a Capital Call Notice has been sent to the Members prior to the Second Put Option Exercise Notice and the Capital Call Date shall not yet have occurred, such date shall be deemed to be immediately after the Capital Call Date.

9.3 Qualified Put IPO. The VeriSign Member’s First Put Option Right and Second Put Option Right, as the case may be, shall not apply if the Company determines at any time prior to or within forty-five (45) Business Days after the Company’s receipt of the First Put Option Exercise Notice or the Second Put Option Exercise Notice, as applicable, to effect a Qualified IPO that is reasonably expected to be a Qualified Put IPO. In the event that such Qualified Put IPO is not consummated within two hundred seventy (270) days from the First Put Exercise Date or the Second Put Exercise Date, as the case may be, the Fox Member or News shall pay to the VeriSign Member the First Put Price or the Second Put Price, as applicable, plus interest (at the market rate for indebtedness of similar duration incurred by News) from the applicable Put Exercise Date to, but not including, the date of payment.

9.4 Put Consideration. The Fox Member or News may satisfy its payment obligations under this Article IX with, at its option, cash or News common stock, or any combination thereof

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*** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.

(the “Put Consideration”). In the event the Fox Member or News elects to satisfy its payment obligation, in whole or in part, with News common stock, News shall (x) promptly, and in any event on the day of issuance thereof, register the resale by the VeriSign Member of such News Common Stock in compliance with the rules and regulations of the SEC and (y) reimburse the VeriSign Member for any reasonable brokerage commissions for the sale of such stock by the VeriSign Member, provided, that News shall not be required to maintain the effectiveness of any registration statement for such purposes for more than ten (10) Business Days or reimburse the VeriSign Member for such commissions if such stock is not sold by the VeriSign Member within such ten (10) Business Day period.

9.5 Put Closing Matters. Subject to the conditions set forth below in this Section 9.5, unless waived by the Fox Member or the VeriSign Member, as applicable, the closing of the First Put Option Right or the Second Put Option Right (the “Put Option Closing”), as the case may be, shall occur at 10:00 am (EST) on the tenth Business Day (or such other time and date as the Fox Member and the VeriSign Member may agree) following the satisfaction or (i) waiver by the Fox Member of the conditions set forth in clauses (a), (b), (c)(i), (e) and (f) below, to the extent not satisfied, or (ii) waiver by the VeriSign Member of the conditions set forth in clauses (a), (b), (c)(ii), (d) and (f) below, to the extent not satisfied (the date of such Put Option Closing, the “Put Option Closing Date”):

(a) there shall not be in effect any statute, rule, regulation or order of any court, or governmental authority which prohibits or makes illegal the Put Option Closing;

(b) there shall be no litigation pending or threatened in writing which seeks to enjoin, restrain or prohibit the Put Option Closing;

(c) there shall have been obtained all consents and approvals from governmental authorities or other Persons that are required, as the case may be, by (i) the Company or the VeriSign Member to effect the Put Option Closing or (ii) the Fox Member or News to effect the Put Option Closing;

(d) on or prior to the Put Option Closing Date, the Fox Member or News, as the case may be, shall pay to the VeriSign Member (or VeriSign or such other Subsidiary of such Member or VeriSign designated by the VeriSign Member) the First Put Price or the Second Put Price, as the case may be;

(e) on or prior to the Put Option Closing Date, the VeriSign Member shall surrender to the Fox Member all, and not less than all, of its Units, free and clear of all Liens and accompanied by duly executed instruments of Transfer, which instruments shall include such customary representations, warranties and other provisions as the Fox Member shall reasonably require; and

(f) the Netherlands Joint Venture Put Option Closing Date shall occur substantially simultaneously with the Put Option Closing Date.

9.6 Additional Put Matters. The VeriSign Member may not exercise the First Put Option Right or the Second Put Option Right, as the case may be, under this Article IX unless simultaneously therewith it exercises its corresponding Netherlands Joint Venture Put Option.

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The First Put Price or the Second Put Price, as applicable, shall be allocated between the Company and the Netherlands Joint Venture by the joint good faith determination of the Fox Member, the VeriSign Member and the equity holders of the Netherlands Joint Venture; provided, however, that in the event such allocation has not been agreed upon by the Fox Member, the VeriSign Member and the equity holders of the Netherlands Joint Venture by the Put Option Closing Date, the Put Option Closing shall nonetheless occur with such allocation being determined solely for purposes of such Closing by the Fox Member and thereafter by employing the procedures for the determination of Fair Market Value set forth in Section 8.5 for the purpose of determining such allocation (and following such determination pursuant to such procedures, such final allocation shall be binding on the parties, and the initial allocation of the Fox Member shall be disregarded).