Twenty-First Century Fox, Inc. Sample Contracts

Twenty-First Century Fox, Inc. – EARNINGS RELEASE FOR THE QUARTER ENDED DECEMBER 31, 2018 (February 6th, 2019)

NEW YORK, NY, February 6, 2019 – Twenty-First Century Fox, Inc. (“21st Century Fox” or the “Company” -- NASDAQ: FOXA, FOX) today reported financial results for the three months ended December 31, 2018.

Twenty-First Century Fox, Inc. – $750,000,000 3.666% Senior Notes due 2022 $1,250,000,000 4.030% Senior Notes due 2024 $2,000,000,000 4.709% Senior Notes due 2029 $1,250,000,000 5.476% Senior Notes due 2039 $1,550,000,000 5.576% Senior Notes due 2049 REGISTRATION RIGHTS AGREEMENT Dated as of January 25, 2019 by and among FOX CORPORATION, CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., and GOLDMAN SACHS & CO. LLC (January 25th, 2019)

This Agreement is made pursuant to the Purchase Agreement, dated as of January 15, 2019, by and among the Issuer, TWENTY FIRST CENTURY FOX, INC., a Delaware Corporation and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Issuer to the Initial Purchasers of (i) an aggregate of $750,000,000 principal amount of the Issuer’s 3.666% Senior Notes due 2022 (the “2022 Senior Notes”), (ii) an aggregate of $1,250,000,000 principal amount of the Issuer’s 4.030% Senior Notes due 2024 (the “2024 Senior Notes”), (iii) an aggregate of $2,000,000,000 principal amount of the Issuer’s 4.709% Senior Notes due 2029 (the “2029 Senior Notes”), (iv) an aggregate of $1,250,000,000 principal amount of the Issuer’s 5.476% Senior Notes due 2039 (the “2039 Senior Notes”), and (v) an aggregate of $1,550,000,000 principal amount of the Issuer’s 5.576% Senior Notes due 2049 (the “2049 Senior Notes”, and together with the 2022 Senior Notes, 2024 Senior Notes,

Twenty-First Century Fox, Inc. – FOX CORPORATION, Company, TWENTY-FIRST CENTURY FOX, INC., Parent Guarantor, and THE BANK OF NEW YORK MELLON, Trustee INDENTURE Dated as of January 25, 2019 Senior Securities (January 25th, 2019)

INDENTURE, dated as of January 25, 2019 (this “Indenture”) among Fox Corporation, a Delaware corporation with its principal office located at 1211 Avenue of the Americas, New York, New York, 10036 (“Fox” or the “Company”), Twenty-First Century Fox, Inc., a Delaware corporation (“Twenty-First Century Fox” or the “Parent Guarantor”) and The Bank of New York Mellon, a New York banking corporation (the “Trustee”).

Twenty-First Century Fox, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (January 25th, 2019)

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 24, 2019 (this “Amendment”), among 21st Century Fox America, Inc., a Delaware corporation (the “Borrower”), Twenty-First Century Fox, Inc., a Delaware corporation (the “Parent Guarantor”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Amended and Restated Credit Agreement, dated as of May 21, 2015 (as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of December 22, 2016, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the Parent Guarantor, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), the issuing banks party thereto from time to time (hereinafter collectively referred to as the “Issuing Banks”), JPMorgan

Twenty-First Century Fox, Inc. – [Face of Note] 4.709% SENIOR NOTES DUE 2029 (January 25th, 2019)

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Twenty-First Century Fox, Inc. – [Face of Note] 5.576% SENIOR NOTES DUE 2049 (January 25th, 2019)

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Twenty-First Century Fox, Inc. – [Face of Note] 3.666% SENIOR NOTES DUE 2022 (January 25th, 2019)

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Twenty-First Century Fox, Inc. – [Face of Note] 5.476% SENIOR NOTES DUE 2039 (January 25th, 2019)

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Twenty-First Century Fox, Inc. – [Face of Note] 4.030% SENIOR NOTES DUE 2024 (January 25th, 2019)

UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Twenty-First Century Fox, Inc. – 21ST CENTURY FOX ANNOUNCES PRICING OF SENIOR NOTES BY FOX CORPORATION (January 16th, 2019)

New York, NY, January 15, 2019 – 21st Century Fox (“21CF”; NASDAQ: FOXA, FOX) announced today the pricing by Fox Corporation (“FOX”), its wholly-owned subsidiary and the company to be spun-off in connection with 21CF’s combination with The Walt Disney Company (“Disney”) of five series of senior unsecured notes. FOX will issue (i) $750,000,000 aggregate principal amount of 3.666% senior notes due 2022, (ii) $1,250,000,000 aggregate principal amount of 4.030% senior notes due 2024, (iii) $2,000,000,000 aggregate principal amount of 4.709% senior notes due 2029, (iv) $1,250,000,000 aggregate principal amount of 5.476% senior notes due 2039, and (v) $1,550,000,000 aggregate principal amount of 5.576% senior notes due 2049 (collectively, the “Senior Notes”).

Twenty-First Century Fox, Inc. – EARNINGS RELEASE FOR THE QUARTER ENDED SEPTEMBER 30, 2018 21ST CENTURY FOX REPORTS FIRST QUARTER INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO 21ST CENTURY FOX STOCKHOLDERS OF $1.29 BILLION TOTAL SEGMENT OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION OF $1.87 BILLION INCREASES 5% FROM THE PRIOR YEAR QUARTER ON REVENUE GROWTH OF 2% (November 7th, 2018)

NEW YORK, NY, November 7, 2018 – Twenty-First Century Fox, Inc. (“21st Century Fox” or the “Company” — NASDAQ: FOXA, FOX) today reported financial results for the three months ended September 30, 2018.

Twenty-First Century Fox, Inc. – 21ST CENTURY FOX AMERICA, INC., Company, TWENTY-FIRST CENTURY FOX, INC., Guarantor and (as successor to STATE STREET BANK AND TRUST COMPANY and THE FIRST NATIONAL BANK OF BOSTON), Trustee SEVENTEENTH SUPPLEMENTAL INDENTURE Dated as of October 22, 2018 Amending and Supplementing the Indenture Dated as of January 28, 1993 Senior Securities (October 22nd, 2018)

SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of October 22, 2018 (this “Seventeenth Supplemental Indenture”), among 21st Century Fox America, Inc., a Delaware corporation (formerly known as News America Incorporated) (the “Company”), with its principal office located at 1211 Avenue of the Americas, New York, NY 10036, Twenty-First Century Fox, Inc., a Delaware corporation (formerly known as News Corporation) (the “Guarantor”), and U.S. Bank National Association (as successor to State Street Bank Trust Company and The First National Bank of Boston), a national banking association, as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of January 28, 1993 (the “Original Indenture”), among the Company, the guarantors named therein and the Trustee, which provided for the issuance from time to time of the Company’s senior debt securities to be issued in one or more series as provided therein. (The Original Indenture, as supplemented by the First Supplemental Indentur

Twenty-First Century Fox, Inc. – 21ST CENTURY FOX AMERICA, INC., Company, TWENTY-FIRST CENTURY FOX, INC., Guarantor and THE BANK OF NEW YORK MELLON (as successor to THE BANK OF NEW YORK), Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of October 22, 2018 Amending and Supplementing the Amended and Restated Indenture Dated as of March 24, 1993 Senior Securities (October 22nd, 2018)

THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of October 22, 2018 (this “Thirteenth Supplemental Indenture”), among 21st Century Fox America, Inc., a Delaware corporation (formerly known as News America Incorporated) (the “Company”), with its principal office located at 1211 Avenue of the Americas, New York, NY 10036, Twenty-First Century Fox, Inc., a Delaware corporation (formerly known as News Corporation) (the “Guarantor”), and The Bank of New York Mellon (as successor to The Bank of New York), a New York banking corporation, as trustee (the “Trustee”), amending and supplementing the Amended and Restated Indenture, dated as of March 24, 1993 (the “Original Indenture”), among the Company, the guarantors named therein and the Trustee, which provided for the issuance from time to time of the Company’s senior debt securities to be issued in one or more series as provided therein. (The Original Indenture, as supplemented by the First Supplemental Indenture, dated as of May 20, 1993, the Se

Twenty-First Century Fox, Inc. – 21ST CENTURY FOX AMERICA, INC., Company, TWENTY-FIRST CENTURY FOX, INC., Guarantor and THE BANK OF NEW YORK MELLON, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 22, 2018 Amending and Supplementing the Indenture dated as of August 25, 2009 as Amended and Restated on February 16, 2011 Senior Securities (October 22nd, 2018)

FIRST SUPPLEMENTAL INDENTURE, dated as of October 22, 2018 (this “First Supplemental Indenture”), among 21st Century Fox America, Inc., a Delaware corporation (formerly known as News America Incorporated) (the “Company”), with its principal office located at 1211 Avenue of the Americas, New York, NY 10036, Twenty-First Century Fox, Inc., a Delaware corporation (formerly known as News Corporation) (the “Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of August 25, 2009, as amended and restated on February 16, 2011 (the “Indenture”), among the Company, the guarantors named therein and the Trustee, which provided for the issuance from time to time of the Company’s senior debt securities to be issued in one or more series as provided therein. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed thereto in the Indenture.

Twenty-First Century Fox, Inc. – AGREEMENT FOR THE SALE AND PURCHASE OF SHARE CAPITAL OF SKY PLC DATED 3 OCTOBER 2018 COMCAST BIDCO LIMITED BSKYB HOLDCO, INC. and 21ST CENTURY FOX UK NOMINEES LIMITED (October 9th, 2018)

COMCAST BIDCO LIMITED, a company incorporated in England and Wales with registered number 11341936 and whose registered office is at 1 Central St. Giles, St. Giles High Street, London, WC2H 8NU, United Kingdom (the Purchaser);

Twenty-First Century Fox, Inc. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA OF REMAINCO (October 5th, 2018)

The unaudited pro forma condensed consolidated financial statements presented below, which we refer to as the RemainCo Pro Forma Financial Statements, are presented to illustrate the estimated effects of (i) the separation and distribution of New Fox and the related net cash dividend from New Fox to 21CF and (ii) the sale of 21CF’s 39% interest in Sky plc, which we refer to as Sky, to Comcast Corporation, which we refer to as Comcast, for approximately £11.6 billion (approximately $15.3 billion), which we refer to as the Sale, which is described in more detail in note 1 to the RemainCo Pro Forma Financial Statements.

Twenty-First Century Fox, Inc. – SECOND AMENDMENT TO BRIDGE CREDIT AGREEMENT (September 24th, 2018)

This SECOND AMENDMENT TO BRIDGE CREDIT AGREEMENT, dated as of September 21, 2018 (this “Amendment”), among 21st Century Fox America, Inc., a Delaware corporation (the “Borrower”), Twenty-First Century Fox, Inc., a Delaware corporation (the “Parent Guarantor”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Bridge Credit Agreement, dated as of December 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time (including pursuant to that certain First Amendment to Bridge Credit Agreement, dated as of July 11, 2018), including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the Parent Guarantor, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), and J.P. Morgan Europe Limited, as designated agent (the “Designated Agent”).

Twenty-First Century Fox, Inc. – Contract (September 24th, 2018)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Twenty-First Century Fox, Inc. – Twenty-First Century Fox, Inc. 1211 Avenue of the Americas New York, NY 10036 Attention: General Counsel E-mail: gzweifach@21cf.com with copies to: Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates (September 24th, 2018)
Twenty-First Century Fox, Inc. – as of June 22, 2018 John P. Nallen Senior Executive Vice President and Chief Financial Officer Twenty-First Century Fox, Inc. 1211 Avenue of the Americas New York, NY 10036 Dear John: (August 13th, 2018)

This letter agreement (the “Letter Agreement”) is intended to constitute a binding modification to your Employment Agreement (the “Agreement”) dated as of July 1, 2013, and as amended as of July 1, 2015, between you and 21st Century Fox America, Inc. (the “Company”), a wholly owned subsidiary of Twenty-First Century Fox, Inc. (“21st Century Fox”), and shall confirm the terms and conditions which will apply to your Agreement as from the date hereof. All terms and conditions set forth in the Agreement remain applicable unless otherwise amended by the terms and conditions outlined below.  Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement.

Twenty-First Century Fox, Inc. – EARNINGS RELEASE FOR THE YEAR AND QUARTER ENDED JUNE 30, 2018 (August 8th, 2018)

The Company’s Disney / new “Fox” transactions unlocked enormous value for shareholders – the Company’s stock price increased by approximately 75% during the fiscal year, significantly ahead of both 12% average growth for the S&P 500 and a 10% average decline for our media peers over the same period.

Twenty-First Century Fox, Inc. – STATEMENT FROM 21ST CENTURY FOX REGARDING THE APPROVAL OF THE SECRETARY OF STATE FOR DIGITAL, CULTURE, MEDIA AND SPORT AND SATISFACTION OR WAIVER OF ALL PRE-CONDITIONS (July 12th, 2018)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Twenty-First Century Fox, Inc. – FIRST AMENDMENT TO BRIDGE CREDIT AGREEMENT (July 11th, 2018)

This FIRST AMENDMENT TO BRIDGE CREDIT AGREEMENT, dated as of July 11, 2018 (this “Amendment”), among 21st Century Fox America, Inc., a Delaware corporation (the “Borrower”), Twenty-First Century Fox, Inc., a Delaware corporation (the “Parent Guarantor”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Bridge Credit Agreement, dated as of December 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the Parent Guarantor, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), and J.P. Morgan Europe Limited, as designated agent (the “Designated Agent”).

Twenty-First Century Fox, Inc. – THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION (July 11th, 2018)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Twenty-First Century Fox, Inc. – Contract (July 11th, 2018)

(1) TWENTY-FIRST CENTURY FOX, INC., a Delaware corporation whose principal place of business is at 1211 Avenue of the Americas, New York, New York 10036, USA (“Fox”); and

Twenty-First Century Fox, Inc. – FIRST AMENDMENT TO BRIDGE CREDIT AGREEMENT (July 11th, 2018)

This FIRST AMENDMENT TO BRIDGE CREDIT AGREEMENT, dated as of July 11, 2018 (this “Amendment”), among 21st Century Fox America, Inc., a Delaware corporation (the “Borrower”), Twenty-First Century Fox, Inc., a Delaware corporation (the “Parent Guarantor”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Bridge Credit Agreement, dated as of December 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the “Credit Agreement”) by and among, inter alios, the Borrower, the Parent Guarantor, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), and J.P. Morgan Europe Limited, as designated agent (the “Designated Agent”).

Twenty-First Century Fox, Inc. – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among TWENTY-FIRST CENTURY FOX, INC. THE WALT DISNEY COMPANY TWDC HOLDCO 613 CORP. WDC MERGER ENTERPRISES I, INC. and WDC MERGER ENTERPRISES II, INC. Dated as of June 20, 2018 (June 21st, 2018)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of June             , 2018 (the “Execution Date”), among Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”), The Walt Disney Company, a Delaware corporation (“Parent”), TWDC Holdco 613 Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Holdco”), WDC Merger Enterprises I, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Delta Sub”), and WDC Merger Enterprises II, Inc., a Delaware corporation and a wholly owned Subsidiary of Holdco (“Wax Sub”, and together with Delta Sub, the “Merger Subs”), amends and restates in its entirety that certain Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of December 13, 2017 (the “Original Execution Date”), among the Company, Parent, TWC Merger Enterprises 2 Corp. and TWC Merger Enterprises 1, LLC, as amended by the Amendment to Agreement and Plan of Merger, d

Twenty-First Century Fox, Inc. – AMENDED AND RESTATED DISTRIBUTION AGREEMENT AND PLAN OF MERGER (June 21st, 2018)

THIS AMENDED AND RESTATED DISTRIBUTION AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2018 is made by and between Twenty-First Century Fox, Inc., a Delaware corporation (the “Company”) and 21CF Distribution Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (the

Twenty-First Century Fox, Inc. – 21ST CENTURY FOX BOARD ANNOUNCES AMENDED AND RESTATED MERGER AGREEMENT WITH DISNEY (June 20th, 2018)

NEW YORK – June 20, 2018 – Twenty-First Century Fox, Inc. (“21CF”) (NASDAQ: FOXA, FOX) announced today that it has entered into an amended and restated merger agreement with The Walt Disney Company (“Disney”) (NYSE: DIS) pursuant to which Disney has agreed to acquire for a price of $38 per 21CF share the same businesses Disney agreed to acquire under the previously announced merger agreement between 21CF and Disney (the “Disney Merger Agreement”). This price represents a significant increase over the purchase price of approximately $28 per share included in the Disney Merger Agreement when it was announced in December 2017. The amended and restated Disney Merger Agreement offers a package of consideration, flexibility and deal certainty enhancements that is superior to the proposal made by the Comcast Corporation on June 13, 2018.

Twenty-First Century Fox, Inc. – AMENDMENT TO TWENTY-FIRST CENTURY FOX, INC. 2013 LONG-TERM INCENTIVE PLAN (May 10th, 2018)

Notwithstanding anything set forth in the Plan or any Agreement to the contrary, each Award under the Plan that (i) is outstanding as of the date of the adoption of this Section 8.11 and (ii) provides for settlement only in Common Stock, shall, in the sole discretion of the Committee, upon settlement, be settled in either Common Stock or in an amount in cash equal to the Fair Market Value of such Common Stock.”

Twenty-First Century Fox, Inc. – RETENTION RESTRICTED SHARE UNIT TERMS AND CONDITIONS Award of Restricted Share Units Twenty-First Century Fox, Inc., a Delaware corporation (“21CF”), has awarded you a number of restricted share units (“RSUs”) relating to shares of its Class A Common Stock, par value $0.01 per share (the “21CF Shares”). The terms and conditions of the RSUs are set forth in this Retention RSU Terms and Conditions (the “RSU Terms and Conditions”) and in the Twenty-First Century Fox, Inc. 2013 Long-Term Incentive Plan (the “2013 LTIP”). The RSUs are being awarded to you in connection with 21CF entering into that (May 10th, 2018)
Twenty-First Century Fox, Inc. – Award An award of 21st Century Fox Performance Stock Units (“PSUs”), with each representing the right to receive one share of 21st Century Fox’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) in stock. The PSUs will be granted under the 21st Century Fox 2013 Long-Term Incentive Plan (the “LTIP”) and are subject to the terms and conditions set forth in the LTIP. Performance Period FY2018-FY2020 3-Year Performance Period (the “Performance Period”) (May 10th, 2018)
Twenty-First Century Fox, Inc. – EARNINGS RELEASE FOR THE QUARTER ENDED MARCH 31, 2018 21ST CENTURY FOX REPORTS THIRD QUARTER INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE OF $1.33 BILLION AND TOTAL SEGMENT OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION OF $1.89 BILLION (May 9th, 2018)

NEW YORK, NY, May 9, 2018 – Twenty-First Century Fox, Inc. (“21st Century Fox” or the “Company” — NASDAQ: FOXA, FOX) today reported financial results for the three months ended March 31, 2018.

Twenty-First Century Fox, Inc. – EARNINGS RELEASE FOR THE QUARTER ENDED DECEMBER 31, 2017 (February 7th, 2018)

NEW YORK, NY, February 7, 2018 – Twenty-First Century Fox, Inc. (“21st Century Fox” or the “Company” — NASDAQ: FOXA, FOX) today reported financial results for the three months ended December 31, 2017.

Twenty-First Century Fox, Inc. – TWENTY-FIRST CENTURY FOX, INC. (HEREINAFTER CALLED THE “CORPORATION”) AMENDED AND RESTATED BY-LAWS Updated as of December 13, 2017 (December 15th, 2017)