Common use of CUSIP/ISIN Numbers Clause in Contracts

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ☐ to the Issuer; or (2) ☐ pursuant to a registration statement which has become effective under the Securities Act; or (3) ☐ to a Person reasonably believed to be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring for its own account or for the account of a “qualified institutional buyer” in a transaction meeting the requirements of Rule 144A; or (4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence as the Issuer has reasonably requested to determine that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 of the Indenture, check the box below:

Appears in 1 contract

Sources: Indenture (News Corp)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: News Corporation MATCH GROUP, INC. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ASSIGNMENT ▇▇▇▇▇ Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while prior to the expiration of the period referred to in Rule 144 under the Securities Act after the later of the date of original issuance of such Note is a Transfer Restricted NoteNotes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o pursuant to a an effective registration statement which has become effective under the Securities Act; or (3) o inside the United States to a Person person reasonably believed to be a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring that purchases for its own account or for the account of a qualified institutional buyer” buyer to whom notice is given that such transfer is being made in a transaction meeting the requirements of reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or (4) o in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) o to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another such an institutional “accredited investor,in each case in a minimum at least US$250,000 principal amount of the Notes of US$250,000 and in a transaction exempt from the registration requirements accordance with all applicable securities laws of the Securities ActStates of the United States and other jurisdictions; or (6) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements requirement of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities lawsAct. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActMatch Group, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Computershare Trust Company, N.A. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttentionRe: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) 5.000% Senior Notes due 2027 Reference is hereby made to the Indenture, dated as of February 11December 4, 2022 2017 (the “Indenture”), among NEWS CORPORATIONbetween MATCH GROUP, INC., a Delaware corporation, as issuerissuer and COMPUTERSHARE TRUST COMPANY, the guarantors from time to time party thereto and U.S. Bank Trust Company, National AssociationN.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s [CHECK ONE] o Regulation S Global Note o IAI Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: Dated: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 4.14 of the Indenture, check the box belowappropriate box:

Appears in 1 contract

Sources: Indenture (Iac/Interactivecorp)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: News Corporation DOTDASH M▇▇▇ ▇▇▇▇▇▇ INC. 2▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT New York, New York 10281 I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while prior to the expiration of the period referred to in Rule 144 under the Securities Act after the later of the date of original issuance of such Note is a Transfer Restricted NoteNotes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ¨ to the Issuer; or (2) ¨ pursuant to a an effective registration statement which has become effective under the Securities Act; or (3) ¨ inside the United States to a Person person reasonably believed to be a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring that purchases for its own account or for the account of a qualified institutional buyer” buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act and in the case of an exchange of a beneficial interest in a transaction meeting Temporary Regulation S Global Note for an interest in a Rule 144A Global Note, in compliance with all applicable securities laws of the requirements States of Rule 144Athe United States and other jurisdictions; or (4) ¨ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) ¨ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another such an institutional “accredited investor,in each case in a minimum at least US$250,000 principal amount of the Notes of US$250,000 and in a transaction exempt from the registration requirements accordance with all applicable securities laws of the Securities ActStates of the United States and other jurisdictions; or (6) ¨ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements requirement of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇Dotdash M▇▇▇▇▇▇▇ Inc. 2▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, New York 10281 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Irving, TX 75038 Attention: M▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Vice President Reference is hereby made to the Indenture, dated as of February 11June 16, 2022 2025 (the “Indenture”), among NEWS CORPORATIONbetween DOTDASH M▇▇▇▇▇▇▇ INC., a Delaware corporation, as issuer, the guarantors from time to time party thereto issuer and U.S. Bank Trust CompanyBANK TRUST COMPANY, National AssociationNATIONAL ASSOCIATION, as trusteetrustee and notes collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s [CHECK ONE] [ ] Regulation S Global Note [ ] IAI Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 4.14 of the Indenture, check the box belowappropriate box:

Appears in 1 contract

Sources: Indenture (IAC Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has Issuers have caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall Issuers will furnish to any Holder upon written request and without charge a copy of the IndentureIndenture and the Registration Rights Agreement. Requests may be made to: News Corporation Starz, LLC, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT Attention: General Counsel To assign this Note, fill in the form below: I or we assign and transfer this Note to: to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint: Agent appoint agent to transfer this Note on the books of the IssuerIssuers. The Agent agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by an Issuer or any Affiliate of an Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuers; or (2) o pursuant to an effective registration statement under the Securities Act of 1933; or (3) o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or (6) o to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ☐ to the Issuer; or (2) ☐ pursuant to a registration statement which has become effective under the Securities Act; or (3) ☐ to a Person reasonably believed to be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring for its own account or for the account of a “qualified institutional buyer” in a transaction meeting the requirements of Rule 144A; or (4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence as the Issuer has reasonably requested to determine that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActAct of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer Issuers pursuant to Section 4.08 or Section 4.20 of the Indenture, check the box belowappropriate box:

Appears in 1 contract

Sources: Indenture (Starz, LLC)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: News Corporation HAWAIIAN ELECTRIC COMPANY, INC. Alii Place ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT Honolulu, Hawai’i 96813 Attention: Legal Department I or we assign and transfer this Note to: (Insert assignee’s social security or tax I.D. number) and irrevocably appoint: Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. The undersigned (check one box below): ☐ has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or ☐ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note is a Transfer Restricted Notecertificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ☐ to the IssuerIssuer or subsidiary thereof; or (2) ☐ pursuant to a the Registrar for registration statement which has become effective under in the Securities Actname of the Holder, without transfer; or (3) ☐ pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or (4) ☐ to a Person that the undersigned reasonably believed to be believes is a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities ActAct (“Rule 144A”)) in compliance with Rule 144A under the Securities Act acquiring that purchases for its own account or for the account of a qualified institutional buyer” buyer and to whom notice is given that such transfer is being made in a transaction meeting the requirements of reliance on Rule 144A; or (4) ☐ , in an offshore transaction each case pursuant to and in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act144A; or (5) ☐ pursuant to an institutional “accredited investor” offers and sales to non-U.S. persons that occur outside the United States within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D S under the Securities Act that (and if the transfer is not a “qualified institutional buyer” and that is purchasing for its own account or for being made prior to the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements expiration of the Securities ActDistribution Compliance Period, the Notes shall be held immediately thereafter through Euroclear or Clearstream); or (6) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other Act; or (7) ☐ pursuant to another available exemption from the registration requirements of under the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuer or the Trustee shall be entitled to may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer or the Trustee has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities lawsAct. Your Signature Date: Signature of Signature Guarantor The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NoticeNOTICE: To be executed by an executive officer Name: Title: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). TO BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE FROM A REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE, PURSUANT TO SECTION 2.16(d)(iii) OF THE INDENTURE3 The undersigned represents and warrants that either: ☐ the undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person (within the meaning of Regulation S under the Securities Act); or ☐ the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within the meaning of Regulation S under the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act; or ☐ the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note does not constitute the whole or a part of an unsold allotment to or subscription by such dealer for the Notes. 3 Include only for Regulation S Global Notes. If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 of the Indenture, check the box belowappropriate box:

Appears in 1 contract

Sources: Indenture (Hawaiian Electric Co Inc)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the IndentureIndenture and the Registration Rights Agreement. Requests may be made to: News Corporation MATCH GROUP, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT Suite 800 Dallas, Texas 75225 Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while prior to the expiration of the period referred to in Rule 144 under the Securities Act after the later of the date of original issuance of such Note is a Transfer Restricted NoteNotes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o pursuant to a an effective registration statement which has become effective under the Securities ActAct of 1933; or (3) o inside the United States to a Person reasonably believed to be a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities ActAct of 1933) in compliance with Rule 144A under the Securities Act acquiring that purchases for its own account or for the account of a qualified institutional buyer” buyer to whom notice is given that such transfer is being made in a transaction meeting the requirements of reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities ActAct of 1933; or (5) o to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another such an institutional “accredited investor,in each case in a minimum at least US$250,000 principal amount of the Notes of US$250,000 and in a transaction exempt from the registration requirements accordance with all applicable securities laws of the Securities ActStates of the United States and other jurisdictions; or (6) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933 or any other available exemption from the registration requirements requirement of the Securities Act. You confirm that you have notified any transferee Act of Notes of the applicable resale restrictions1933. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities lawsof 1933. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActMatch Group, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 800 Dallas, Texas 75225 Computershare Trust Company, N.A. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ AttentionRe: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) 6.375% Senior Notes due 2024 Reference is hereby made to the Indenture, dated as of February 11June 1, 2022 2016 (the “Indenture”), among NEWS CORPORATIONbetween MATCH GROUP, INC., a Delaware corporation, as issuerissuer and COMPUTERSHARE TRUST COMPANY, the guarantors from time to time party thereto and U.S. Bank Trust Company, National AssociationN.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s [CHECK ONE] [ ] Regulation S Global Note [ ] IAI Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: Dated: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActAct of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 4.14 of the Indenture, check the box belowappropriate box:

Appears in 1 contract

Sources: Indenture (Match Group, Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer Company has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer Company shall furnish to any Holder upon written request and without charge a copy of the IndentureIndenture and the Registration Rights Agreement. Requests may be made to: News Corporation QVC, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇West Chester, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT Pennsylvania 19382 Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the IssuerCompany. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Note is a Transfer Restricted NoteNotes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o pursuant to a an effective registration statement which has become effective under the Securities ActAct of 1933; or (3) o inside the United States to a Person reasonably believed to be a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities ActAct of 1933) in compliance with Rule 144A under the Securities Act acquiring that purchases for its own account or for the account of a qualified institutional buyer” buyer to whom notice is given that such transfer is being made in a transaction meeting the requirements of reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o outside the United States in an offshore transaction in compliance with Rule 903 or Rule 904 within the meaning of Regulation S under the Securities ActAct in compliance with Rule 904 under the Securities Act of 1933; (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or (56) o to an institutional “accredited investor” within the meaning of (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933) that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ pursuant has furnished to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictionsTrustee a signed letter containing certain representations and agreements. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities lawsof 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActAct of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer Company pursuant to Section 4.08 4.20 of the Indenture, check the box belowappropriate box:

Appears in 1 contract

Sources: Indenture (Affiliate Investment, Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇MATCH GROUP HOLDINGS II, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT LLC 8750 North Central Expressway, Suite 1400 Dallas, Texas 75231 Attention: General Counsel I or we assign and transfer this Note to: (Insert assignee’s social security or tax I.D. number) (Print or type name, address and zip code of assignee) and irrevocably appoint: Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while prior to the expiration of the period referred to in Rule 144 under the Securities Act after the later of the date of original issuance of such Note is a Transfer Restricted NoteNotes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ¨ to the Issuer; or (2) ¨ pursuant to a an effective registration statement which has become effective under the Securities Act; or (3) ¨ inside the United States to a Person person reasonably believed to be a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring that purchases for its own account or for the account of a qualified institutional buyer” buyer to whom notice is given that such transfer is being made in a transaction meeting the requirements of reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or (4) ¨ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ ¨ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements requirement of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person person other than the registered holder thereof; provided, however, that if box (65) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities lawsAct. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActMatch Group Holdings II, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇LLC 8750 North Central Expressway, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Suite 1400 Dallas, Texas 75231 U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇1255 Corporate Drive, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇6th Floor Irving, ▇▇ ▇▇▇▇▇ AttentionTX 75038 Re: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.1256.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) 2033 Reference is hereby made to the Indenture, dated as of February 11August 20, 2022 2025 (the “Indenture”), among NEWS CORPORATIONbetween MATCH GROUP HOLDINGS II, LLC, a Delaware corporationlimited liability company, as issuer, the guarantors from time to time party thereto issuer and U.S. Bank Trust CompanyBANK TRUST COMPANY, National AssociationNATIONAL ASSOCIATION, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. _______________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: Dated: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 of the Indenture, check the box belowappropriate box: ¨ Section 4.08 If you want to have only part of the Note purchased by the Issuer pursuant to Section 4.08 of the Indenture, state the amount you elect to have purchased:

Appears in 1 contract

Sources: Indenture (Match Group, Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the The Issuer has caused CUSIP/ISIN numbers to be printed on in issuing the Notes and the Trustee may use a “CUSIP/” number, ISIN numbers and “Common Code” number (in each case if then generally in use), and if so, such CUSIP number, ISIN and Common Code number shall be included in notices of redemption or exchange as a convenience to Holders. No ; provided that any such notice may state that no representation is made as to the correctness or accuracy of such numbers number either as printed in the notice or on the Notes or as contained in any notice of redemption Notes, and that reliance may be placed only on the other identification numbers placed thereonprinted on the Notes. The Issuer shall furnish to any Holder upon written request and without charge a copy of the IndentureIndenture and the Registration Rights Agreement. Requests may be made to: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ HILLTOP HOLDINGS INC. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ASSIGNMENT ▇▇▇▇▇ Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent agent to transfer this Note on the books of the Issuer. The Agent agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note prior to the expiration of the period from the issue date until the date that is a Transfer Restricted Noteone year (in the case of Rule 144A Notes) or 40 days (in the case of Regulation S Notes) after the later of the issue date and the last date that the Issuer or any of its affiliates was the owner of the Notes or any predecessor of the Notes, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) ☐ pursuant to o under a registration statement which that has become been declared effective under the Securities ActAct of 1933; or (3) o for so long as the notes are eligible for resale under Rule 144A, to a Person person the undersigned reasonably believed to be believes is a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities ActAct of 1933) in compliance with Rule 144A under the Securities Act acquiring that is purchasing for its own account or for the account of a qualified institutional buyer” buyer to whom notice is given that the transfer is being made in a transaction meeting the requirements of reliance on Rule 144A; or (4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 o through offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D o under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee Act of Notes 1933; subject in each of the applicable resale restrictionsabove cases to any requirement of law that the disposition of the undersigned’s property or the property of an investor account or accounts be at all times within the undersigned’s or account’s control. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person person other than the registered holder thereof; provided, however, that if box (64) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities lawsof 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActAct of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedNotice: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ To be executed by an executive officer The following increases or decreases in this Global Note have been made: Hilltop Holdings Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 800 Dallas, Texas 75240 Attention: ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] 150,000,000 principal amount of the 5.1255.00% Senior Notes due 2032 2025 (the “Notes”) of News Corporation Hilltop Holdings Inc., a Maryland corporation (collectively with its successors and assigns, the “CompanyIssuer”), all as described in the confidential offering memorandum relating to the offering. Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), ) purchasing for our own account or for the account of another such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree agree, on our own behalf and on behalf of any investor account for which we are purchasing Notes Notes, to offer, sell or otherwise transfer such Notes, Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes no longer bear a Restricted Notes Legend (as defined in the Indentureor any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer, (b) pursuant to a Person whom we reasonably believe to be registration statement that has been declared effective under the Securities Act, (c) in a qualified institutional buyer (as defined in rule transaction complying with the requirements of Rule 144A under the Securities ActAct (“Rule 144A”) purchasing to a person we reasonably believe is a “qualified institutional buyer” under Rule 144A (a “QIB”) that purchases for its own account or for the account of a qualified institutional buyer QIB and to whom notice is given that the transfer is being made in a transaction meeting the requirements of reliance on Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, subject in each of clauses (a) through (e) the foregoing cases to any requirements of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in accordance compliance with any applicable state securities laws of any state of the United Stateslaws. In addition, we will, and each The foregoing restrictions on resale shall not apply subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), . (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] Transferee) By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a Address: Date: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (qualified institutional buyer” within the meaning of Rule 144A under the Securities ActDTC”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 of the IndentureNEW YORK, check the box below:NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY 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. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. CUSIP ISIN No. $

Appears in 1 contract

Sources: Indenture (Hilltop Holdings Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has Issuers have caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall Issuers will furnish to any Holder upon written request and without charge a copy of the IndentureIndenture and the Registration Rights Agreement. Requests may be made to: News Corporation Starz, LLC, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT Attention: General Counsel To assign this Note, fill in the form below: I or we assign and transfer this Note to: to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint: Agent appoint agent to transfer this Note on the books of the IssuerIssuers. The Agent agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by an Issuer or any Affiliate of an Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuers; or (2) o pursuant to an effective registration statement under the Securities Act of 1933; or (3) o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or (6) o to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ☐ to the Issuer; or (2) ☐ pursuant to a registration statement which has become effective under the Securities Act; or (3) ☐ to a Person reasonably believed to be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring for its own account or for the account of a “qualified institutional buyer” in a transaction meeting the requirements of Rule 144A; or (4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence as the Issuer has reasonably requested to determine that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActAct of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer Issuers pursuant to Section 4.08 or Section 4.20 of the Indenture, check the box below:appropriate box: o Section 4.08 o Section 4.20 If you want to have only part of the Note purchased by the Issuers pursuant to Section 4.08 or Section 4.20 of the Indenture, state the amount you elect to have purchased: $ ($2,000 or any integral multiple of $1,000)

Appears in 1 contract

Sources: Indenture (Starz, LLC)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: News Corporation ▇▇▇▇ Group, LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ¨ to the Issuer; or (2) ¨ pursuant to a registration statement which has become effective under the Securities Act; or (3) ¨ to a Person reasonably believed to be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring for its own account or for the account of a “qualified institutional buyer” in a transaction meeting the requirements of Rule 144A, and in the case of an exchange of a beneficial interest in a Temporary Regulation S Global Note for an interest in a Rule 144A Global Note, in compliance with all applicable securities laws of the States of the United States and other jurisdictions; or (4) ¨ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) ¨ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ¨ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence as the Issuer has reasonably requested to determine that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 of the Indenture, check the box below:144A.

Appears in 1 contract

Sources: Indenture (ANGI Homeservices Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇EDGEWELL PERSONAL CARE COMPANY ▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇ASSIGNMENT ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: :_______________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) to the Issuer; or (2) pursuant to a registration statement which has become effective under the Securities Act; or (3) to a Person reasonably believed to be a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring for its own account or for the account of a qualified institutional buyer” buyer in a transaction meeting the requirements of Rule 144A; or (4) in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of the Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or any other available exemption from the registration requirements of under the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence as the Issuer has reasonably requested to determine that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ Notice: To be executed by an executive officer Edgewell Personal Care Company 6 ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇The Bank of New York Mellon Trust Company, N.A. c/(News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer pursuant to Section 4.08 of the Indenture, check the box below:

Appears in 1 contract

Sources: Indenture (EDGEWELL PERSONAL CARE Co)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer Company has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer Company shall furnish to any Holder upon written request and without charge a copy of the IndentureIndenture and the Registration Rights Agreement. Requests may be made to: News Corporation IAC/INTERACTIVECORP ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the IssuerCompany. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Note is a Transfer Restricted NoteNotes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o pursuant to a an effective registration statement which has become effective under the Securities ActAct of 1933; or (3) o inside the United States to a Person reasonably believed to be a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities ActAct of 1933) in compliance with Rule 144A under the Securities Act acquiring that purchases for its own account or for the account of a qualified institutional buyer” buyer to whom notice is given that such transfer is being made in a transaction meeting the requirements of reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o outside the United States in an offshore transaction in compliance with Rule 903 or Rule 904 within the meaning of Regulation S under the Securities ActAct in compliance with Rule 904 under the Securities Act of 1933; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ o pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions1933. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person person other than the registered holder thereof; provided, however, that if box (64) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities lawsof 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActAct of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer Company pursuant to Section 4.08 4.20 of the Indenture, check the box belowappropriate box:

Appears in 1 contract

Sources: Indenture (HomeAdvisor, Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer Company has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ASSIGNMENT I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the IssuerCompany. The Agent may substitute another to act for himitself. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Note is a Transfer Restricted NoteNotes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ¨ to the Issuer; or (2) ¨ pursuant to a an effective registration statement which has become effective under the Securities ActAct of 1933; or (3) ¨ inside the United States to a Person reasonably believed to be a qualified institutional buyer buyer” (as defined in Rule 144A under the Securities ActAct of 1933) in compliance with Rule 144A under the Securities Act acquiring that purchases for its own account or for the account of a qualified institutional buyer” buyer to whom notice is given that such transfer is being made in a transaction meeting the requirements of reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) ¨ outside the United States in an offshore transaction in compliance with Rule 903 or Rule 904 within the meaning of Regulation S under the Securities ActAct in compliance with Rule 904 under the Securities Act of 1933; or (5) ¨ pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or (6) ¨ to an institutional “accredited investor” within the meaning of (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933) that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ pursuant has furnished to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictionsTrustee a signed letter containing certain representations and agreements. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence information as the Issuer has reasonably requested to determine confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities lawsof 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities ActAct of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges is aware that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bank Trust Company, National Association ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇. ▇▇▇▇▇▇▇▇▇▇ (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuer Company pursuant to Section 4.08 4.20 of the Indenture, check the box belowappropriate box:

Appears in 1 contract

Sources: Indenture (QVC Inc)