Common use of Mechanics of the Distribution Clause in Contracts

Mechanics of the Distribution. (a) On the Distribution Date, MII will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder a number of shares of B&W Common Stock equal to the number of shares of MII Common Stock held by such Record Holder multiplied by the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of B&W Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII shall cause the Distribution Agent to deliver an account statement to each holder of B&W Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W Common Stock allocable to each Record Holder entitled to receive B&W Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W Common Stock or cash in lieu of fractional shares with respect to B&W Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to B&W. B&W will hold the B&W Common Stock or cash for the account of the Record Holder and any Record Holder will look only to B&W for the B&W Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII RemainCo will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder a number of shares of B&W SpinCo Common Stock equal to the number of shares of MII RemainCo Common Stock held by such Record Holder multiplied by the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of B&W SpinCo Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of B&W SpinCo Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII RemainCo shall cause the Distribution Agent to deliver an account statement to each holder of B&W SpinCo Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W SpinCo Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII RemainCo will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W SpinCo Common Stock allocable to each Record Holder entitled to receive B&W SpinCo Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W SpinCo Common Stock or cash in lieu of fractional shares with respect to B&W SpinCo Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to B&W. B&W SpinCo. SpinCo will hold the B&W SpinCo Common Stock or cash for the account of the Record Holder and any Record Holder will look only to B&W SpinCo for the B&W SpinCo Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W SpinCo shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII Sprint will direct the Distribution Agent to distributeto, effective as of promptly as practicable following the Distribution Time, distribute to each Record Holder a number of shares of B&W Embarq Common Stock equal to the number of shares of MII Sprint Common Stock held by such Record Holder multiplied by the Distribution Recapitalization Multiple, ; except that the Distribution Agent will not issue any fractional shares of B&W Embarq Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b3.02(b). All such shares of B&W Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII shall cause the Distribution Agent to deliver an account statement to each holder of B&W Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W Embarq Common Stock distributed in the Distribution so issued will be validly issued, fully paid and non-assessable. The Distribution will be effective as of the Distribution Time. (b) MII Sprint will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W Embarq Common Stock allocable to each Record Holder entitled to receive B&W Embarq Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W Embarq Common Stock or cash in lieu of fractional shares with respect to B&W Embarq Common Stock that remains unclaimed by any Record Holder on the first anniversary of 180 days after the Distribution Date will be delivered to B&W. B&W Embarq. Embarq will hold the B&W Embarq Common Stock or cash for the account of the Record Holder and any Record Holder will look only to B&W Embarq for the B&W Embarq Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W shall mail . Sprint expressly waives any claim to any Embarq Common Stock or cause cash in lieu of fractional shares to be mailed transferred to Embarq pursuant to this Section 3.02(c), and will transfer this Embarq Common Stock and cash in lieu of fractional shares to Embarq for the account of the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII Greatbatch will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder a number of shares of B&W Nuvectra Common Stock equal to the number of shares of MII Greatbatch Common Stock held by such Record Holder multiplied by the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of B&W Nuvectra Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of B&W Nuvectra Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII Nuvectra shall cause the Distribution Agent to deliver an account statement to each holder of B&W Nuvectra Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W Nuvectra Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII Greatbatch will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W Nuvectra Common Stock allocable to each Record Holder entitled to receive B&W Nuvectra Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. The Distribution Agent, in its sole discretion, will determine the timing and method of selling such shares and the selling price of such shares. Neither Greatbatch nor Nuvectra will pay any interest on the proceeds from the sale of such shares. (c) Any B&W Nuvectra Common Stock or cash in lieu of fractional shares with respect to B&W Nuvectra Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered by the Distribution Agent to B&W. B&W Nuvectra. Nuvectra will hold, or have the Distribution Agent hold on its behalf, the B&W Nuvectra Common Stock or cash for the account of the Record Holder Holders and any Record Holder will look only to B&W Nuvectra for the B&W Nuvectra Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of Greatbatch restricted stock of MII awards, restricted stock units, performance stock units or stock options shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII STWD will direct the Distribution Agent to distribute, effective as of the Distribution Effective Time, to each Record Holder a number of Holder, one SWAY Common Share for every five shares of B&W Common Stock equal to the number of shares of MII STWD Common Stock held by such Record Holder multiplied by on the Record Date (the “Distribution MultipleRatio”), except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in subject to Section 4.2(b5.01(c). All such shares of B&W SWAY Common Stock Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII Following the Distribution, STWD shall cause the Distribution Agent to deliver an account statement to each holder of B&W SWAY Common Stock Shares reflecting such holder’s ownership thereofthereof (including the amount of cash in lieu of fractional shares as provided in Section 5.01(c)). All of the shares of B&W SWAY Common Stock Shares distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII Record Holders who, after aggregating the number of SWAY Common Shares (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a SWAY Common Share in the Distribution, will direct receive cash in lieu of fractional shares. Fractional SWAY Common Shares will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent to determineshall, as soon as is practicable after the Distribution Date, Date (i) determine the number of whole shares and fractional shares, if any, shares of B&W SWAY Common Stock Shares allocable to each Record Holder entitled to receive B&W Common Stock in the Distribution and to promptly Holder, (b) aggregate all the such fractional shares into whole shares and sell the whole shares obtained thereby, thereby in open market transactions or otherwise, at the then-then prevailing trading pricesprices on behalf of holders who would otherwise be entitled to fractional share interests, and to cause to be distributed (c) distribute to each Record Holdersuch holder, in lieu or for the benefit of any fractional shareeach such beneficial owner, each Record Holdersuch holder’s or owner’s ratable share of the net proceeds of the such sale, based upon the average gross selling price per share of SWAY Common Shares after making appropriate deductions of the amounts for any amount required to be withheld for United States federal income tax purposes and after deducting an amount equal to all purposes. STWD shall bear the cost of brokerage charges, commissions fees and transfer taxes attributed incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of STWD, SWAY or the applicable Distribution Agent will guarantee any minimum sale price for the fractional SWAY Common Shares. Neither STWD nor SWAY will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the sale. (c) broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of STWD or SWAY. Any B&W SWAY Common Stock Shares or cash in lieu of fractional shares with respect to B&W SWAY Common Stock Shares that remains unclaimed by any Record Holder on the first anniversary holder of record one hundred-eighty (180) days after the Distribution Date will shall be delivered to B&W. B&W will SWAY. SWAY shall hold the B&W such SWAY Common Stock or Shares and/or cash for the account of the Record Holder such holder of record and any Record Holder will such holder of record shall look only to B&W SWAY for the B&W such SWAY Common Stock or Shares and/or cash, if any, in lieu of fractional sharesshare interests, subject in each case to applicable escheat or other abandoned property Lawslaws. (dc) B&W Notwithstanding any other provision of this Agreement, STWD, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall mail be entitled to deduct and withhold from any consideration distributable or cause payable hereunder the amounts required to be mailed deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law. Any amounts so withheld shall be paid over to the Record Holdersappropriate Taxing Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, on or prior such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Distribution DatePersons in respect of which such deduction and withholding was made. An applicable withholding agent may collect the deducted or withheld amounts by reducing to cash a sufficient portion of the SWAY Common Shares that a Person would otherwise receive, and may require that such Person bear the Information Statementbrokerage or other costs from this withholding procedure. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII NTELOS will direct the Distribution Agent to distributeto, effective as of promptly as practicable following the Distribution Time, distribute to each Record Holder a number of shares of B&W Wireline Common Stock equal to the number of shares of MII NTELOS Common Stock held by such Record Holder multiplied by the Distribution Recapitalization Multiple, ; except that the Distribution Agent will not issue any fractional shares of B&W Wireline Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b3.02(b). All such shares of B&W Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII shall cause the Distribution Agent to deliver an account statement to each holder of B&W Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W Wireline Common Stock distributed in the Distribution so issued will be validly issued, fully paid and non-assessable. The Distribution will be effective as of the Distribution Time. (b) MII NTELOS will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W Wireline Common Stock allocable to each Record Holder entitled to receive B&W Wireline Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W Wireline Common Stock or cash in lieu of fractional shares with respect to B&W Wireline Common Stock that remains unclaimed by any Record Holder on the first anniversary of 180 days after the Distribution Date will be delivered to B&W. B&W Wireline. Wireline will hold the B&W Wireline Common Stock or cash for the account of the Record Holder and any Record Holder will look only to B&W Wireline for the B&W Wireline Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W shall mail . NTELOS expressly waives any claim to any Wireline Common Stock or cause cash in lieu of fractional shares to be mailed transferred to Wireline pursuant to this Section 3.02(c), and will transfer this Wireline Common Stock and cash in lieu of fractional shares to Wireline for the account of the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On Effective as of 12:01 a.m., New York time, on the Distribution Date, MII United Online will direct the Distribution Transfer Agent to distribute, effective as of the Distribution Time, to each Record Holder a number Holder, one share of FTD Common Stock for every five shares of B&W Common Stock equal to the number of shares of MII United Online Common Stock held by such Record Holder multiplied by on the Distribution Multiple, except that Record Date (prior to giving effect to the Distribution Agent will not issue any fractional shares of B&W Common Reverse Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(bSplit). All such shares of B&W FTD Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII Following the Distribution, United Online shall cause the Distribution Transfer Agent to deliver an account statement to each holder of B&W FTD Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W FTD Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII The Transfer Agent will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W initially hold any FTD Common Stock allocable to each that remains unclaimed by a Record Holder entitled to receive B&W Common Stock in for the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each account of such Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) . Any B&W Common Stock or cash in lieu of fractional shares with respect to B&W FTD Common Stock that remains unclaimed by any Record Holder on the first anniversary of 180 days after the Distribution Date will be delivered to B&W. B&W will hold the B&W Common Stock FTD (or cash its transfer agent) for the account of the such Record Holder and any such Record Holder will look only to B&W FTD for the B&W FTD Common Stock or cash, if any, in lieu of fractional sharesStock, subject in each case to applicable escheat or other abandoned property Laws. Following the delivery of the FTD Common Stock to FTD (or its transfer agent), United Online expressly waives any claim to any such unclaimed FTD Common Stock delivered to FTD (or its transfer agent) pursuant to this Section 4.2(b) and United Online shall have no liability with respect to any such unclaimed FTD Common Stock. (d) B&W shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (ec) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock and stock options of MII United Online shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On Effective as of 12:01 a.m., New York time, on the Distribution Date, MII United Online will direct the Distribution Transfer Agent to distribute, effective as of the Distribution Time, to each Record Holder a number Holder, one share of FTD Common Stock for every five shares of B&W Common Stock equal to the number of shares of MII United Online Common Stock held by such Record Holder multiplied by on the Distribution Multiple, except that Record Date (prior to giving effect to the Distribution Agent will not issue any fractional shares of B&W Common Reverse Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(bSplit). All such shares of B&W FTD Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII Following the Distribution, United Online shall cause the Distribution Transfer Agent to deliver an account statement to each holder of B&W FTD Common Stock reflecting such holder’s 's ownership thereof. All of the shares of B&W FTD Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII The Transfer Agent will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W initially hold any FTD Common Stock allocable to each that remains unclaimed by a Record Holder entitled to receive B&W Common Stock in for the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each account of such Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) . Any B&W Common Stock or cash in lieu of fractional shares with respect to B&W FTD Common Stock that remains unclaimed by any Record Holder on the first anniversary of 180 days after the Distribution Date will be delivered to B&W. B&W will hold the B&W Common Stock FTD (or cash its transfer agent) for the account of the such Record Holder and any such Record Holder will look only to B&W FTD for the B&W FTD Common Stock or cash, if any, in lieu of fractional sharesStock, subject in each case to applicable escheat or other abandoned property Laws. Following the delivery of the FTD Common Stock to FTD (or its transfer agent), United Online expressly waives any claim to any such unclaimed FTD Common Stock delievered to FTD (or its transfer agent) pursuant to this Section 4.2(b) and United Online shall have no liability with respect to any such unclaimed FTD Common Stock. (d) B&W shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (ec) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock and stock options of MII United Online shall be as provided in the Employee Matters Agreement.. ARTICLE V

Mechanics of the Distribution. (a) On the Distribution Date, MII WPC will direct the Distribution Agent to distribute, effective as of the Distribution Effective Time, to each Record Holder a number of Holder, one (1) NLOP Common Share for every fifteen (15) shares of B&W Common Stock equal to the number of shares of MII WPC Common Stock held by such Record Holder multiplied by on the Record Date (the “Distribution MultipleRatio”), except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in subject to Section 4.2(b4.3(b). All such shares of B&W NLOP Common Stock Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII shall cause the Distribution Agent to deliver an account statement to each holder of B&W Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W NLOP Common Stock Shares distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII Record Holders who, after aggregating the number of NLOP Common Shares (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a NLOP Common Share in the Distribution, will direct receive cash in lieu of fractional shares. Fractional NLOP Common Shares will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent to determineshall, as soon as is practicable after the Distribution Date, Date (i) determine the number of whole shares and fractional shares, if any, shares of B&W NLOP Common Stock Shares allocable to each Record Holder entitled to receive B&W Common Stock in the Distribution and to promptly Holder, (ii) aggregate all the such fractional shares into whole shares and sell the whole shares obtained thereby, thereby in open market transactions or otherwise, at the then-then prevailing trading pricesprices on behalf of the Record Holders who would otherwise be entitled to fractional share interests, and to cause to be distributed (iii) distribute to each such Record Holder, in lieu of any fractional share, each Record HolderHolder such holder’s ratable share of the net proceeds of the such sale, based upon the average gross selling price per share of NLOP Common Shares after making appropriate deductions of the amounts for any amount required to be withheld for United States federal income tax purposes and after deducting an amount equal to all purposes. NLOP shall bear the cost of brokerage charges, commissions fees and transfer taxes attributed incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of WPC, NLOP or the applicable Distribution Agent will guarantee any minimum sale price for the fractional NLOP Common Shares. Neither WPC nor NLOP will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the sale. (c) broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of WPC or NLOP. Any B&W NLOP Common Stock Shares or cash in lieu of fractional shares with respect to B&W NLOP Common Stock Shares that remains remain unclaimed by any Record Holder on the first anniversary of after the Distribution Date will shall be delivered to B&W. B&W will hold the B&W Common Stock or cash for the account responsibility of the NLOP, and any such Record Holder and any Record Holder will shall look only to B&W NLOP, not WPC, for the B&W such NLOP Common Stock or Shares and/or cash, if any, in lieu of fractional sharesshare interests, subject in each case to applicable escheat or other abandoned property Lawslaws. (d) B&W shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII SRC will direct the Distribution Agent to distribute, effective as of the Distribution Effective Time, to each Record Holder a number of Holder, one (1) SMTA Common Share for every ten (10) shares of B&W Common Stock equal to the number of shares of MII SRC Common Stock held by such Record Holder multiplied by on the Record Date (the “Distribution MultipleRatio”), except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in subject to Section 4.2(b5.01(c). All such shares of B&W SMTA Common Stock Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII Following the Distribution, SRC shall cause the Distribution Agent to deliver an account statement to each holder of B&W SMTA Common Stock Shares reflecting such holder’s ownership thereofthereof (including the amount of cash in lieu of fractional shares as provided in Section 5.01(c)). All of the shares of B&W SMTA Common Stock Shares distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII Record Holders who, after aggregating the number of SMTA Common Shares (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a SMTA Common Share in the Distribution, will direct receive cash in lieu of fractional shares. Fractional SMTA Common Shares will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent to determineshall, as soon as is practicable after the Distribution Date, Date (i) determine the number of whole shares and fractional shares, if any, shares of B&W SMTA Common Stock Shares allocable to each Record Holder entitled to receive B&W Common Stock in the Distribution and to promptly Holder, (ii) aggregate all the such fractional shares into whole shares and sell the whole shares obtained thereby, thereby in open market transactions or otherwise, at the then-then prevailing trading pricesprices on behalf of holders who would otherwise be entitled to fractional share interests, and to cause to be distributed (iii) distribute to each Record Holdersuch holder, in lieu or for the benefit of any fractional shareeach such beneficial owner, each Record Holdersuch holder’s or owner’s ratable share of the net proceeds of the such sale, based upon the average gross selling price per share of SMTA Common Shares after making appropriate deductions of the amounts for any amount required to be withheld for United States federal income tax purposes and after deducting an amount equal to all purposes. SRC shall bear the cost of brokerage charges, commissions fees and transfer taxes attributed incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of SRC, SMTA or the applicable Distribution Agent will guarantee any minimum sale price for the fractional SMTA Common Shares. Neither SRC nor SMTA will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the sale. (c) broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of SRC or SMTA. Any B&W SMTA Common Stock Shares or cash in lieu of fractional shares with respect to B&W SMTA Common Stock Shares that remains unclaimed by any Record Holder on the first anniversary holder of record one hundred-eighty (180) days after the Distribution Date will shall be delivered to B&W. B&W will SMTA. SMTA shall hold the B&W such SMTA Common Stock or Shares and/or cash for the account of the Record Holder such holder of record and any Record Holder will such holder of record shall look only to B&W SMTA for the B&W such SMTA Common Stock or Shares and/or cash, if any, in lieu of fractional sharesshare interests, subject in each case to applicable escheat or other abandoned property Lawslaws. (dc) B&W Notwithstanding any other provision of this Agreement, SRC, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall mail be entitled to deduct and withhold from any consideration distributable or cause payable hereunder the amounts required to be mailed deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law. Any amounts so withheld shall be paid over to the Record Holdersappropriate Tax Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, on or prior such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Distribution DatePersons in respect of which such deduction and withholding was made. An applicable withholding agent may collect the deducted or withheld amounts by reducing to cash a sufficient portion of the SMTA Common Shares that a Person would otherwise receive, and may require that such Person bear the Information Statementbrokerage or other costs from this withholding procedure. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII Noble will direct the Distribution Agent to distribute, effective as of at the Distribution Time, to each Record Holder a number of shares of B&W Common Stock equal to the number of shares of MII Common Stock one Paragon Ordinary Share for each three Noble Ordinary Shares held by such Record Holder multiplied by the Distribution Multiple, Holder; except that the Distribution Agent will not issue any fractional shares of B&W Common Stock Paragon Ordinary Shares and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of B&W Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII shall cause the Distribution Agent to deliver an account statement to each holder of B&W Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W Common Stock distributed in the Distribution Paragon Ordinary Shares so issued will be validly issued, fully paid and non-assessable. The Distribution will be effective as of the Distribution Time. (b) MII Noble will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W Common Stock Paragon Ordinary Shares allocable to each Record Holder entitled to receive B&W Common Stock Paragon Ordinary Shares in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W Common Stock Paragon Ordinary Shares or cash in lieu of fractional shares with respect to B&W Common Stock Paragon Ordinary Shares that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to B&W. B&W Paragon. Paragon will hold the B&W Common Stock Paragon Ordinary Shares or cash for the account of the Record Holder and any Record Holder will look only to B&W Paragon for the B&W Common Stock Paragon Ordinary Shares or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W Noble shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Distribution Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII Noble will direct the Distribution Agent to distribute, effective as of at the Distribution Time, to each Record Holder a number of shares of B&W Common Stock Paragon Ordinary Shares equal to the number of shares of MII Common Stock Noble Ordinary Shares held by such Record Holder multiplied by the Distribution Multiple, ; except that the Distribution Agent will not issue any fractional shares of B&W Common Stock Paragon Ordinary Shares and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of B&W Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII shall cause the Distribution Agent to deliver an account statement to each holder of B&W Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W Common Stock distributed in the Distribution Paragon Ordinary Shares so issued will be validly issued, fully paid and non-assessable. The Distribution will be effective as of the Distribution Time. (b) MII Noble will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W Common Stock Paragon Ordinary Shares allocable to each Record Holder entitled to receive B&W Common Stock Paragon Ordinary Shares in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W Common Stock Paragon Ordinary Shares or cash in lieu of fractional shares with respect to B&W Common Stock Paragon Ordinary Shares that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to B&W. B&W Paragon. Paragon will hold the B&W Common Stock Paragon Ordinary Shares or cash for the account of the Record Holder and any Record Holder will look only to B&W Paragon for the B&W Common Stock Paragon Ordinary Shares or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W Noble shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Distribution Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII Inland American will direct the Distribution Agent to distribute, effective as of the Distribution Effective Time, to each Record Holder a number of Holder, one Xenia Common Share for every eight shares of B&W Common Stock equal to the number of shares of MII Inland American Common Stock held by such Record Holder multiplied by as of the Distribution Multipleclose of business on the Record Date, except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in subject to Section 4.2(b). All such shares of B&W Xenia Common Stock Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII Following the Distribution, the Parties shall cause the Distribution Agent to deliver an account statement to each holder of B&W Xenia Common Stock Shares reflecting such holder’s ownership thereofthereof (including the amount of cash in lieu of fractional shares as provided Section 4.2(b)). All of the shares of B&W Xenia Common Stock Shares distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII Each Record Holder who, after aggregating the number of Xenia Common Shares (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a Xenia Common Share in the Distribution, will direct the receive cash in lieu of fractional shares. The Distribution Agent to determineshall, as soon as is practicable after the Distribution Date, Date (i) determine the number of whole shares and fractional shares, if any, shares of B&W Xenia Common Stock Shares allocable to each Record Holder entitled to receive B&W Common Stock in the Distribution and to promptly Holder, (ii) aggregate all the such fractional shares into whole shares and sell the whole shares obtained thereby, thereby in open market transactions or otherwise, at the then-then prevailing trading pricesprices on behalf of holders who would otherwise be entitled to fractional share interests, and to cause to be distributed (iii) distribute to each Record Holdersuch holder, in lieu or for the benefit of any fractional shareeach such beneficial owner, each Record Holdersuch holder’s or owner’s ratable share of the net proceeds of such sale, based upon the saleaverage gross selling price per share of Xenia Common Shares sold pursuant to subsection (ii) above, after making appropriate deductions of the amounts for any amount required to be withheld for United States federal income tax purposes and after deducting an amount equal to all their pro rata share of the cost of brokerage charges, commissions fees and transfer taxes attributed incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of Inland American, Xenia or the Distribution Agent will guarantee any minimum sale price for the fractional Xenia Common Shares. Neither Inland American nor Xenia will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the sale. (c) broker-dealer through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealer will be an Affiliate of Inland American or Xenia. Any B&W Xenia Common Stock Shares or cash in lieu of fractional shares with respect to B&W Xenia Common Stock Shares that remains unclaimed by any Record Holder on the first anniversary of one hundred-eighty (180) days after the Distribution Date will shall be delivered to B&W. B&W will Xenia. Xenia shall hold the B&W such Xenia Common Stock or Shares and/or cash for the account of the such Record Holder and any such Record Holder will shall look only to B&W Xenia for the B&W such Xenia Common Stock or Shares and/or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Lawslaws. (dc) B&W Notwithstanding any other provision of this Agreement, Inland American, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall mail be entitled to deduct and withhold from any consideration distributable or cause payable hereunder the amounts required to be mailed deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law. Any amounts so withheld shall be paid over to the Record Holdersappropriate Taxing Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, on or prior such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Distribution DatePersons in respect of which such deduction and withholding was made. An applicable withholding agent may collect the deducted or withheld amounts by reducing to cash a sufficient portion of the Xenia Common Shares that a Person would otherwise receive, and may require that such Person bear the Information Statementbrokerage or other costs from this withholding procedure. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (ai) On the Distribution Date, MII VR Holdings will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder a number of shares of B&W the LDI Common Stock equal to the number of shares of MII the VR Holdings Common Stock held by such Record Holder multiplied by the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of B&W the LDI Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(bParagraph 3(b)(ii). All such shares of B&W the LDI Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII VR Holdings shall cause the Distribution Agent to deliver an account statement to each holder of B&W the LDI Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W the LDI Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (bii) MII VR Holdings will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W the LDI Common Stock allocable to each Record Holder entitled to receive B&W the LDI Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (ciii) Any B&W of shares of the LDI Common Stock or cash in lieu of fractional shares with respect to B&W the shares of the LDI Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to B&W. B&W LDI. LDI will hold the B&W shares of the LDI Common Stock or cash for the account of the Record Holder and any Record Holder will look only to B&W LDI for the B&W shares of the LDI Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (div) B&W LDI shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII Inland American will direct the Distribution Agent to distribute, effective as of the Distribution Effective Time, to each Record Holder a number of Holder, one Xenia Common Share for every eight shares of B&W Common Stock equal to the number of shares of MII Inland American Common Stock held by such Record Holder multiplied by as of the Distribution Multipleclose of business on the Record Date, except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in subject to Section 4.2(b). All such shares of B&W Xenia Common Stock Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII Following the Distribution, the Parties shall cause the Distribution Agent to deliver an account statement to each holder of B&W Xenia Common Stock Shares reflecting such holder’s ownership thereofthereof (including the amount of cash in lieu of fractional shares as provided Section 4.2(b)). All of the shares of B&W Xenia Common Stock Shares distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII Each Record Holder who, after aggregating the number of Xenia Common Shares (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a Xenia Common Share in the Distribution, will direct the receive cash in lieu of fractional shares. The Distribution Agent to determine, shall (i) as soon as is practicable after the Record Date, determine the number of whole shares and fractional shares of Xenia Common Shares allocable to each Record Holder, (ii) as soon as practicable after the Distribution Date, the number of fractional shares, if any, of B&W Common Stock allocable to each Record Holder entitled to receive B&W Common Stock in the Distribution and to promptly aggregate all the such fractional shares into whole shares and sell the whole shares obtained thereby, thereby in open market transactions or otherwise, at the then-then prevailing trading pricesprices on behalf of holders who would otherwise be entitled to fractional share interests, and to cause to be distributed (iii) as soon as practicable after the Distribution Date, distribute to each Record Holdersuch holder, in lieu or for the benefit of any fractional shareeach such beneficial owner, each Record Holdersuch holder’s or owner’s ratable share of the net proceeds of such sale, based upon the saleaverage gross selling price per share of Xenia Common Shares sold pursuant to subsection (ii) above, after making appropriate deductions of the amounts for any amount required to be withheld for United States federal income tax purposes and after deducting an amount equal to all their pro rata share of the cost of brokerage charges, commissions fees and transfer taxes attributed incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of Inland American, Xenia or the Distribution Agent will guarantee any minimum sale price for the fractional Xenia Common Shares. Neither Inland American nor Xenia will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the sale. (c) broker-dealer through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealer will be an Affiliate of Inland American or Xenia. Any B&W Xenia Common Stock Shares or cash in lieu of fractional shares with respect to B&W Xenia Common Stock Shares that remains unclaimed by any Record Holder on the first anniversary of one hundred-eighty (180) days after the Distribution Date will shall be delivered to B&W. B&W will Xenia. Xenia shall hold the B&W such Xenia Common Stock or Shares and/or cash for the account of the such Record Holder and any such Record Holder will shall look only to B&W Xenia for the B&W such Xenia Common Stock or Shares and/or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Lawslaws. (dc) B&W Notwithstanding any other provision of this Agreement, Inland American, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall mail be entitled to deduct and withhold from any consideration distributable or cause payable hereunder the amounts required to be mailed deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law. Any amounts so withheld shall be paid over to the Record Holdersappropriate Taxing Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, on or prior such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Distribution DatePersons in respect of which such deduction and withholding was made. An applicable withholding agent may collect the deducted or withheld amounts by reducing to cash a sufficient portion of the Xenia Common Shares that a Person would otherwise receive, and may require that such Person bear the Information Statementbrokerage or other costs from this withholding procedure. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On Effective as of 12:01 a.m., New York time, on the Distribution Date, MII United Online will direct the Distribution Transfer Agent to distribute, effective as of the Distribution Time, to each Record Holder a number Holder, one share of FTD Common Stock for every [ ] shares of B&W Common Stock equal to the number of shares of MII United Online Common Stock held by such Record Holder multiplied by on the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b)Record Date. All such shares of B&W FTD Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII Following the Distribution, United Online shall cause the Distribution Transfer Agent to deliver an account statement to each holder of B&W FTD Common Stock reflecting such holder’s 's ownership thereof. All of the shares of B&W FTD Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII The Transfer Agent will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W initially hold any FTD Common Stock allocable to each that remains unclaimed by a Record Holder entitled to receive B&W Common Stock in for the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each account of such Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) . Any B&W Common Stock or cash in lieu of fractional shares with respect to B&W FTD Common Stock that remains unclaimed by any Record Holder on the first anniversary of 180 days after the Distribution Date will be delivered to B&W. B&W will hold the B&W Common Stock FTD (or cash its transfer agent) for the account of the such Record Holder and any such Record Holder will look only to B&W FTD for the B&W FTD Common Stock or cash, if any, in lieu of fractional sharesStock, subject in each case to applicable escheat or other abandoned property Laws. Following the delivery of the FTD Common Stock to FTD (or its transfer agent), United Online expressly waives any claim to any such unclaimed FTD Common Stock delievered to FTD (or its transfer agent) pursuant to this Section 4.2(b) and United Online shall have no liability with respect to any such unclaimed FTD Common Stock. (d) B&W shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (ec) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock and stock options of MII United Online shall be as provided in the Employee Matters Agreement.. ARTICLE V

Mechanics of the Distribution. (a) On the Distribution Date, MII CHK will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder a number of shares of B&W SSE Common Stock equal to the number of shares of MII CHK Common Stock held by such Record Holder multiplied by the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of B&W SSE Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of B&W SSE Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII CHK shall cause the Distribution Agent to deliver an account statement to each holder of B&W SSE Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W SSE Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII CHK will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W SSE Common Stock allocable to each Record Holder entitled to receive B&W SSE Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W SSE Common Stock or cash in lieu of fractional shares with respect to B&W SSE Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to B&W. B&W SSE. SSE will hold the B&W XXX Common Stock or cash for the account of the Record Holder and any Record Holder will look only to B&W SSE for the B&W SSE Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W SSE shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of CHK restricted stock, restricted stock of MII units, performance share units or options shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII CHK will direct the Distribution Agent to distribute, effective as of the Distribution Time, to each Record Holder a number of shares of B&W SSE Common Stock equal to the number of shares of MII CHK Common Stock held by such Record Holder multiplied by the Distribution Multiple, except that the Distribution Agent will not issue any fractional shares of B&W SSE Common Stock and will distribute cash in lieu of fractional shares as provided in Section 4.2(b). All such shares of B&W SSE Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII CHK shall cause the Distribution Agent to deliver an account statement to each holder of B&W SSE Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W SSE Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII CHK will direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of B&W SSE Common Stock allocable to each Record Holder entitled to receive B&W SSE Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each Record Holder, in lieu of any fractional share, each Record Holder’s ratable share of the proceeds of the sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to the sale. (c) Any B&W SSE Common Stock or cash in lieu of fractional shares with respect to B&W SSE Common Stock that remains unclaimed by any Record Holder on the first anniversary of the Distribution Date will be delivered to B&W. B&W SSE. SSE will hold the B&W SSE Common Stock or cash for the account of the Record Holder and any Record Holder will look only to B&W SSE for the B&W SSE Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property Laws. (d) B&W SSE shall mail or cause to be mailed to the Record Holders, on or prior to the Distribution Date, the Information Statement. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of CHK restricted stock, restricted stock of MII units, performance share units or options shall be as provided in the Employee Matters Agreement.

Mechanics of the Distribution. (a) On the Distribution Date, MII WPC will direct the Distribution Agent to distribute, effective as of the Distribution Effective Time, to each Record Holder a number of Holder, one (1) NLOP Common Share for every ( ) shares of B&W Common Stock equal to the number of shares of MII WPC Common Stock held by such Record Holder multiplied by on the Record Date (the “Distribution MultipleRatio”), except that the Distribution Agent will not issue any fractional shares of B&W Common Stock and will distribute cash in lieu of fractional shares as provided in subject to Section 4.2(b4.3(b). All such shares of B&W NLOP Common Stock Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. MII shall cause the Distribution Agent to deliver an account statement to each holder of B&W Common Stock reflecting such holder’s ownership thereof. All of the shares of B&W NLOP Common Stock Shares distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) MII Record Holders who, after aggregating the number of NLOP Common Shares (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a NLOP Common Share in the Distribution, will direct receive cash in lieu of fractional shares. Fractional NLOP Common Shares will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent to determineshall, as soon as is practicable after the Distribution Date, Date (i) determine the number of whole shares and fractional shares, if any, shares of B&W NLOP Common Stock Shares allocable to each Record Holder entitled to receive B&W Common Stock in the Distribution and to promptly Holder, (ii) aggregate all the such fractional shares into whole shares and sell the whole shares obtained thereby, thereby in open market transactions or otherwise, at the then-then prevailing trading pricesprices on behalf of the Record Holders who would otherwise be entitled to fractional share interests, and to cause to be distributed (iii) distribute to each such Record Holder, in lieu of any fractional share, each Record HolderHolder such holder’s ratable share of the net proceeds of the such sale, based upon the average gross selling price per share of NLOP Common Shares after making appropriate deductions of the amounts for any amount required to be withheld for United States federal income tax purposes and after deducting an amount equal to all purposes. NLOP shall bear the cost of brokerage charges, commissions fees and transfer taxes attributed incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of WPC, NLOP or the applicable Distribution Agent will guarantee any minimum sale price for the fractional NLOP Common Shares. Neither WPC nor NLOP will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the sale. (c) broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of WPC or NLOP. Any B&W NLOP Common Stock Shares or cash in lieu of fractional shares with respect to B&W NLOP Common Stock Shares that remains remain unclaimed by any Record Holder on the first anniversary of after the Distribution Date will shall be delivered to B&W. B&W will hold the B&W Common Stock or cash for the account responsibility of the NLOP, and any such Record Holder and any Record Holder will shall look only to B&W NLOP, not WPC, for the B&W such NLOP Common Stock or Shares and/or cash, if any, in lieu of fractional sharesshare interests, subject in each case to applicable escheat or other abandoned property Lawslaws. (dc) B&W Notwithstanding any other provision of this Agreement, WPC, the Distribution Agent or any Person that is a withholding agent under applicable Law shall mail be entitled to deduct and withhold from any consideration distributable or cause payable hereunder the amounts required to be mailed deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law. Any amounts so withheld shall be paid over to the Record Holdersappropriate Tax Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, on or prior such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Distribution DatePersons in respect of which such deduction and withholding was made. An applicable withholding agent may collect the deducted or withheld amounts by reducing to cash a sufficient portion of the NLOP Common Shares that a Person would otherwise receive, and may require that such Person bear the Information Statementbrokerage or other costs from this withholding procedure. (e) Notwithstanding the foregoing provisions of this Section 4.2, the rights of holders of restricted stock of MII shall be as provided in the Employee Matters Agreement.