FIRST AMENDMENT TO
This FIRST AMENDMENT TO RIGHTS AGREEMENT (this Amendment) is entered into as of June 13, 2019, by and between Fox Corporation, a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the Rights Agent). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Rights Agreement dated as of March 19, 2019, by and between the Company and the Rights Agent (the Rights Agreement).
WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:
1. Amendment of Section 1(a)(iv). Section 1(a)(iv) of the Rights Agreement is hereby amended and restated to read in its entirety as follows:
(iv) if a Person would otherwise be deemed an Acquiring Person upon the execution of this Agreement (including each Murdoch Person), or would otherwise be deemed an Acquiring Person solely by reason of becoming a Murdoch Person after the date of this Agreement and such Person did not Beneficially Own any Common Stock immediately prior to becoming a Murdoch Person (a Future Murdoch Person), such Person (herein referred to as a Grandfathered Stockholder), shall not be deemed an Acquiring Person for purposes of this Agreement unless and until, subject to Section 1(a)(i) and Section 1(a)(ii) above, such Grandfathered Stockholder acquires (in the case of a Future Murdoch Person, at any time after becoming a Murdoch Person) Beneficial Ownership of (A) additional shares of Class A Common Stock representing, in the aggregate, 1.0% of the shares of Class A Common Stock then outstanding or (B) any additional shares of Class B Common Stock (other than, in each case, as a result of (x) a stock dividend, stock split, or similar transaction effected by the Company in which all registered holders of Class B Common Stock or Common Stock are treated substantially equally (as determined in good faith by the Board) or (y) any grant of any security by the Company or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers and employees pursuant to any equity incentive or award plan) after execution of this Agreement and while the Beneficial Owner of 15% or more of the Class B Common Stock or 15% or more of the Common Stock then outstanding, in which case such Person shall no longer be deemed a Grandfathered Stockholder and shall be deemed an Acquiring Person. A Person shall cease to be a Grandfathered Stockholder as of the first date that such Person beneficially owns less than 15% of the outstanding Class B Common Stock or less than 15% of the outstanding Common Stock;