Ruby Newco LLC Watch

from S-4/A 2 pages The Units Represented by This Certificate Are Subject To, and May Not, Directly or Indirectly, Whether Voluntarily or Involuntarily, Be Sold, Transferred, Assigned, Granted Participation In, Pledged, Mortgaged, Encumbered, Hypothecated or Otherwise Disposed of by Operation of Law or Otherwise (“Transferred”) Without Complying With, the Provisions of the Amended and Restated Operating Agreement by and Among the Members of Ruby Newco LLC (The “Company”) (The “Operating Agreement”), as It May Be Amended From Time to Time, a Copy of Which Is on File With the Company, and Any Transfer Not in Such Compliance Will Be Void Ab Initio. in Addition to the Restrictions on Transfer Set Forth in Such Agreement, No Transfer of the Units Represented by This Certificate May Be Made Except (A) Pursuant to an Effective Registration Statement Under the Securities Act of 1933, as Amended, and the Rules and Regulations in Effect Thereunder (The “Act”), and All Applicable State Securities Laws or (B) Pursuant to an Exemption From the Registration Requirements of the Act. the Holder of This Certificate, by Acceptance of This Certificate, Agrees to Be Bound by All of the Provisions of the Aforesaid Agreement. the Units Represented by This Certificate Are Subject to the Right of the Class B Common Unit Majority (As Defined in the Operating Agreement) or News Corporation to Cause the Company to Engage in Certain Mergers Under Certain Circumstances Set Forth in the Operating Agreement. in Addition, Except as Expressly Set Forth in the Operating Agreement and Except to the Extent, if at All, Required by Applicable Law, and Subject to the Express Provisions of the Operating Agreement, Neither News Corporation, Nor Any of Its Affiliates Nor the Managers of the Company Shall Have Any Duty or Obligation to Provide Any Information or Disclosure to Any Member With Respect to Any Matter or Action Reserved to the Members for Decision Pursuant to the Operating Agreement or the Act. Certificate No. Units