Common use of The Distribution Clause in Contracts

The Distribution. Upon the terms and subject to the conditions of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of shares of Verizon Common Stock as of the Record Date, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms of the Merger Agreement.

The Distribution. Upon (a) Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation of the Reclassificationincluding Section 3.3(b), Verizon shall declare and pay the Distribution consisting of: (i) on or prior to the Distribution Date, WHI shall deliver to the Distribution Agent for the benefit of holders of record of WHI Common Stock on the Record Date book-entry transfer authorizations for such number of the issued and outstanding shares of Verizon CS&L Common Stock necessary to effect the External Distribution, (ii) the External Distribution shall be effective at the Effective Time, and (iii) WHI shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Effective Time, to each holder of record of WHI Common Stock as of the Record Date, by means of a pro rata distribution, one (1) share of CS&L Common Stock, or such percentage of the total other number of shares of Spinco CS&L Common Stock held as shall have been agreed to by Verizon as the Parties and set forth in the Information Statement, for every one (1) share of the time of WHI Common Stock so held. Following the Distribution as is equal Date, CS&L agrees to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, provide all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding authorizations for shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco CS&L Common Stock that would otherwise be distributed in WHI or the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments require in lieu order to effect the External Distribution. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, WHI SHALL, IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINE THE DISTRIBUTION DATE AND ALL TERMS OF THE DISTRIBUTION, INCLUDING THE FORM, STRUCTURE AND TERMS OF ANY TRANSACTIONS AND/OR OFFERINGS TO EFFECT THE DISTRIBUTION AND THE TIMING OF AND CONDITIONS TO THE CONSUMMATION THEREOF. IN ADDITION, WHI MAY AT ANY TIME AND FROM TIME TO TIME UNTIL THE COMPLETION OF THE DISTRIBUTION DECIDE TO ABANDON THE DISTRIBUTION OR MODIFY OR CHANGE THE TERMS OF THE DISTRIBUTION, INCLUDING BY ACCELERATING OR DELAYING THE TIMING OF THE CONSUMMATION OF ALL OR PART OF THE DISTRIBUTION. (c) The Parties agree that this Agreement constitutes a “plan of any fractional shares resulting from reorganization” within the conversion meaning of Spinco Common Stock into Company Common Stock in the Merger pursuant to, Treasury Regulations Sections 1.368-2(g) and in accordance with, the terms of the Merger Agreement1.368-3(a).

The Distribution. Upon the terms and subject Subject to the conditions of this Agreement, following consummation satisfaction or waiver of the Reclassificationconditions set forth in Section 3.3, Verizon the actions set forth in this Section 3.2 shall declare and pay be taken on the Distribution consisting of:Date. (ia) ADP shall effect the Distribution by causing all of the issued and outstanding shares of Broadridge Common Stock beneficially owned by ADP to the be distributed to record holders of shares of Verizon ADP Common Stock as of the Record Date, such percentage of the total number of other than with respect to shares of Spinco ADP Common Stock held in the treasury of ADP, by Verizon as means of the time a pro rata dividend of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon such Broadridge Common Stock held by to such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the record holders of shares of Verizon ADP Common Stock who acquired such Verizon Common Stock pursuant Stock, on the terms and subject to the exercise conditions set forth in this Agreement. (b) Each record holder of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon ADP Common Stock on the Record Date and (y) persons who acquired Verizon or such holder’s designated transferee or transferees), other than in respect of shares of ADP Common Stock pursuant held in the treasury of ADP, will be entitled to receive in the exercise Distribution, one (1) share of Record Date Options, all of the Broadridge Common Stock with respect to every four (4) shares of Company ADP Common Stock into which held by such record holder on the Record Date. ADP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Spinco Broadridge Common Stock that would otherwise be distributed to each such record holder or designated transferee(s) of such holder of record. (c) ADP shall direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Broadridge Common Stock allocable to each holder of record of ADP Common Stock entitled to receive Broadridge Common Stock in the Distribution have been converted pursuant and to promptly thereafter aggregate all such fractional shares and sell the Merger. The Agent shall make cash payments whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional shares resulting from share, such holder’s ratable share of the conversion proceeds of Spinco such 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 such sale. (d) Any Broadridge Common Stock into Company or cash in lieu of fractional shares with respect to Broadridge Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Broadridge. Broadridge shall hold such Broadridge Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to Broadridge for such Broadridge Common Stock and/or cash, if any, in the Merger pursuant tolieu of fractional share interests, and subject in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property laws.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at the sole and absolute discretion of Marathon Oil, on the Distribution Date Marathon Oil shall effect the Distribution and shall cause the Agent to distribute to each holder of record of shares of Marathon Oil Common Stock as of the Record Date (other than with respect to shares of Marathon Oil Common Stock held in treasury by Marathon Oil) by means of a pro rata dividend of one Marathon Petroleum Share for every two shares of Marathon Oil Common Stock (the “Distribution Ratio”) held of record by such holder as of the Record Date (the “Distribution”); provided, however, that any fractional Marathon Petroleum Shares shall be treated as provided in Section 4.5(c). (b) Upon the terms and subject to the conditions of this Agreement, following consummation each holder of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders record of shares of Verizon Marathon Oil Common Stock as of the Record Date, such percentage of the total number other than in respect of shares of Spinco Marathon Oil Common Stock held in treasury by Verizon as of the time of Marathon Oil, will be entitled to receive in the Distribution as is equal to a fraction, the numerator one share of which is the total number of Marathon Petroleum Common Stock for every two shares of Verizon Marathon Oil Common Stock held of record by such holders record holder as of the Record Date and Date. (c) Marathon Oil will direct the denominator of which Agent to determine, as soon as is practicable after the Distribution Date, the number of Total Verizon Shares; and (ii) to the holders fractional shares, if any, of shares of Verizon Marathon Petroleum Common Stock who acquired such Verizon Common Stock pursuant allocable to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right each record holder entitled to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Marathon Petroleum Common Stock in the Merger pursuant toDistribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holders, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in accordance withrespect of such record holder’s fractional share, the terms each record holder’s ratable share of the Merger Agreementproceeds from such sale, after making appropriate deductions of the amounts required to be withheld for U.S. federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. (d) Any Marathon Petroleum Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered to Marathon Petroleum. Marathon Petroleum will hold the Marathon Petroleum Common Stock or cash for the account of such record holder, and any record holder will look only to Marathon Petroleum for the Marathon Petroleum Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property laws. Marathon Oil expressly waives any claim to any Marathon Petroleum Common Stock or cash in lieu of fractional shares to be transferred to Marathon Petroleum pursuant to this Section 4.5(d) and, if received, will transfer such Marathon Petroleum Common Stock and cash in lieu of fractional shares to Marathon Petroleum for the account of the record holders.

The Distribution. Upon the terms and subject (a) Subject to the conditions of this AgreementSection 2.03, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of shares of Verizon Common Stock as of the Record Date, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the denominator Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of which is the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry form. The Distribution shall be effective as of the Distribution Date. (b) Each Record Holder will be entitled to receive in the Distribution a number of whole shares of SRM Common Stock equal to the number of Total Verizon Shares. Immediately shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole number. (c) Until the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the DistributionDistribution Date, at SRM will regard the Effective Time, all individuals or entities entitled to receive such shares of Spinco SRM Common Stock shall be converted into the right to receive in accordance with this Section 3.04 as record holders of shares of Company SRM Common Stock pursuant to, and in accordance with the terms ofof the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon SRM Common Stock then held by such holder, and (xii) holders of record of Verizon Common Stock each such holder will be entitled, without any action on the Record Date and (y) persons who acquired Verizon Common Stock pursuant part of such holder, to the exercise receive evidence of Record Date Options, all ownership of the shares of Company SRM Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms of the Merger Agreementthen held by such holder.

The Distribution. (a) Upon the terms and subject to the conditions of this Agreement, following consummation of the Reclassificationauthorization of Spinco Common Stock pursuant to Section 4.2(a), Verizon the Harbor Contribution, the payment of the Special Dividend and the Additional Special Dividend (if applicable) and the effectuation of the Intercompany Debt Repayment, Harbor shall declare and pay effect the Distribution consisting of: (i) Distribution, in accordance with Section 4.5(c), to the holders each holder of issued and outstanding shares of Verizon Harbor Common Stock as of the Record DateDate (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such percentage that each such holder will receive a pro-rata share of the total aggregate shares of Spinco Common Stock held by Harbor as of the Distribution Time (the aggregate number of shares of Spinco Common Stock held by Verizon Harbor as of the time Distribution Time, the “Harbor Share Number”). (b) Any fractional shares of the Distribution as is equal Spinco Common Stock that would otherwise be issuable to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock Harbor Stockholder pursuant to the exercise Section 4.5(a) shall be aggregated and such Harbor Stockholder shall be issued in respect of Record Date Options, all such percentage of the total fractional shares a number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a fraction, mechanical rounding off for purposes of avoiding the numerator expense and inconvenience to Spinco that would otherwise be caused by the issuance of which is fractional shares of Spinco Common Stock. In the total event that after giving effect to this Section 4.5(b) the aggregate number of shares of Verizon Spinco Common Stock held by issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such holders that were acquired number of additional shares of Spinco Common Stock issued pursuant to the exercise of Record Date Options on this Section 4.5(b). (c) At or prior to the Distribution Date and Time, Harbor shall deliver to the denominator Agent evidence of which is Spinco Common Stock in book-entry form being distributed in the number Distribution for the account of Total Verizon Sharesthe holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution, at Distribution Time and prior to the Effective TimeTime of the Merger, all such the shares of Spinco Common Stock shall not be converted into transferable and the right to receive Agent shall not transfer any shares of Company Spinco Common Stock pursuant toStock. The Distribution shall be deemed to be effective upon written authorization from Harbor to the Agent to proceed, and in accordance with after the terms of, the Merger Agreement, immediately following receipt of which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Verizon Harbor Common Stock held by (x) holders of record of Verizon Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and (y) persons who acquired Verizon any other shares of Harbor Common Stock pursuant to otherwise held by a member of the exercise of Record Date Options, Harbor Group) all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, Section 4.5(a) and in accordance with, the terms of the Merger AgreementSection 4.5(b).

The Distribution. Upon the terms and subject Subject to the conditions of this Agreement, following consummation satisfaction or waiver of the Reclassificationconditions set forth in Section 3.03, Verizon the actions set forth in this Section 3.02 shall declare and pay be taken on the Distribution consisting of:Date. (ia) AXP shall effect the Distribution by causing all of the issued and outstanding shares of Ameriprise Common Stock beneficially owned by AXP to the be distributed to record holders of shares of Verizon AXP Common Stock as of the Record Date, such percentage of the total number of other than with respect to shares of Spinco AXP Common Stock held in the treasury of AXP, by Verizon as means of the time a pro rata dividend of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon such Ameriprise Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon AXP Common Stock who acquired such Verizon Common Stock pursuant Stock, on the terms and subject to the exercise conditions set forth in this Agreement. (b) Each record holder of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon AXP Common Stock on the Record Date and (y) persons who acquired Verizon or such holder's designated transferee or transferees), other than in respect of shares of AXP Common Stock pursuant held in the treasury of AXP, will be entitled to receive in the exercise Distribution, one (1) share of Record Date Options, all of the Ameriprise Common Stock with respect to every five (5) shares of Company AXP Common Stock into which held by such record holder on the Record Date. AXP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Spinco Ameriprise Common Stock that would otherwise be distributed to each such record holder or designated transferee(s) of such holder of record. (c) AXP shall direct the Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Ameriprise Common Stock allocable to each holder of record of AXP Common Stock entitled to receive Ameriprise Common Stock in the Distribution have been converted pursuant and to promptly thereafter aggregate all such fractional shares and sell the Merger. The Agent shall make cash payments whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional shares resulting from share, such holder's ratable share of the conversion proceeds of Spinco such 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 such sale. (d) Any Ameriprise Common Stock into Company or cash, in lieu of fractional shares, with respect to Ameriprise Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Ameriprise. Ameriprise shall hold such Ameriprise Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to Ameriprise for such Ameriprise Common Stock and/or cash, if any, in the Merger pursuant tolieu of fractional share interests, and subject in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property laws.

The Distribution. Upon (a) Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) on or prior to the Distribution Date, Agilent shall deliver to the Distribution Agent for the benefit of holders of record of Agilent Common Shares on the Record Date, book-entry transfer authorizations for such number of the issued and outstanding shares of Verizon Keysight Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the Effective Time and (iii) Agilent shall instruct the Distribution Agent to distribute, on or as soon as practicable after, the Effective Time, to each holder of record of Agilent Common Shares as of the Record Date, such percentage by means of the total a pro rata distribution, a number of shares of Spinco Keysight Common Stock held to be determined by Verizon resolution of the Board of Directors of Agilent, for every one (1) Agilent Common Share so held. Following the Distribution Date, Keysight agrees to provide all book-entry transfer authorizations for shares of Keysight Common Stock that Agilent or the Distribution Agent shall require (after giving effect to Section 3.4) in order to effect the Distribution. (b) Notwithstanding anything to the contrary contained in this Agreement, Agilent shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Agilent may at any time and from time to time until the completion of the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. (c) Shareholders holding a number of Agilent Common Shares, on the Record Date, which would entitle such shareholders to receive less than one (1) whole share (in addition to any whole shares) of Keysight Common Stock in the Distribution will receive cash in lieu of fractional shares. Fractional shares of Keysight Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Effective Time, (i) determine the number of whole shares and fractional shares of Keysight Common Stock allocable to each holder of record or beneficial owner of Agilent Common Shares as of the time close of business on the Record Date, (ii) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions, in each case, at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests and (iii) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the cash proceeds (net of discounts and commissions) of such sale, based upon the average gross selling price per share of Keysight Common Stock after making appropriate deductions for any amount required to be withheld for U.S. federal income tax purposes and any brokerage fees incurred in connection with these sales of fractional shares. The sales of fractional shares shall occur as soon after the Effective Time as practicable and as determined by the Distribution as is equal Agent. Neither Agilent nor Keysight or the Distribution Agent will guarantee any minimum sale price for the fractional shares of Keysight Common Stock. Neither Agilent nor Keysight will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to a fractionselect the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Notwithstanding anything herein to the numerator of which is contrary, to the total number extent the distribution of shares of Verizon Keysight Common Stock held by in the Distribution is not permitted under the applicable Law of any jurisdiction, Agilent shall deliver cash in lieu of such holders as of shares to the Record Date extent permitted under such applicable Law, and the denominator procedures set forth in this Section 3.3(c) in respect of which is the number fractional shares shall apply to such shares of Total Verizon Shares; andKeysight Common Stock that would otherwise have been distributed in such jurisdiction, mutatis mutandis. (iid) Until the shares of Keysight Common Stock are duly transferred in accordance with this Section 3.3 and applicable Law, from and after the Effective Time, Keysight will regard the persons entitled to the receive such shares of Keysight Common Stock as record holders of shares of Verizon Keysight Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms ofof the Distribution without requiring any action on the part of such persons. Keysight agrees that, subject to any transfers of such shares, from and after the Effective Time, (i) each such holder will be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the Merger Agreementshares of Keysight Common Stock then held by such holder and (ii) each such holder will be entitled, immediately following which without any action on the Agent shall distribute by book-entry transfer in respect part of such holder, to receive evidence of ownership of the outstanding shares of Verizon Keysight Common Stock then held by such holder. (xe) Any shares of Keysight Common Stock or cash in lieu of fractional shares with respect to Keysight shares that remain unclaimed by any holders of record of Verizon Agilent Common Shares one hundred eighty (180) days after the Distribution Date shall be delivered to Keysight, and Keysight shall hold such shares of Keysight Common Stock on for the Record Date account of such holders, and (y) persons who acquired Verizon the parties agree that all obligations to provide such shares of Keysight Common Stock pursuant to the exercise of Record Date Optionsand cash, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments if any, in lieu of any fractional shares resulting from share interests shall be obligations of Keysight, subject in each case to applicable escheat or other abandoned property Laws, and Agilent shall have no Liability with respect thereto. (f) The parties agree that the conversion of Spinco Common Stock into Company Common Stock steps described on Schedule 2.1(a) shall be effected in the Merger pursuant to, order and in accordance with, manner prescribed on such Schedule and the terms occurrence of each step shall be conditioned upon the completion of the Merger Agreementpreceding step.

The Distribution. Upon (a) Subject to Sections 2.5(b) and 2.5(c) and to the other terms and subject to the conditions of this Agreement, following consummation of CPC shall instruct the ReclassificationAgent to distribute, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of shares of Verizon Common Stock as of the Distribution Date, one share of Corn Products Common Stock in respect of every four shares of CPC Common Stock held by holders of record of CPC Common Stock on the Distribution Record Date. (b) No distribution of Corn Products Common Stock shall be made with respect to shares of restricted CPC Common Stock issued pursuant to the Stock Plans. As permitted by the Stock Plans, in lieu of such percentage of distribution, the total number of shares of Spinco restricted CPC Common Stock held by Verizon as each person who is an employee of the time CPC Group on the day following the Effective Date shall be adjusted by multiplying the number of shares held by such employee on the Distribution as is equal to Record Date by a fraction, the numerator of which is the total number average of shares the high and low prices of Verizon CPC Common Stock held by such holders as on the NYSE for each of the Record Date ten trading days immediately prior to the first day on which there is trading in CPC Common Stock on a post-Distribution basis and the denominator of which is the number average of Total Verizon Sharesthe high and low prices of CPC Common Stock on the NYSE for each of the ten trading days beginning on the first day on which there is trading in CPC Common Stock on a post-Distribution basis; and provided, however, that no adjustment shall be made if the foregoing fraction yields a result which is less than one (ii) to 1). Shares of restricted CPC Common Stock held by each person who is an employee of the holders of Corn Products Group on the day after the Effective Date shall be converted into restricted shares of Verizon Common Stock who acquired such Verizon Corn Products Common Stock pursuant to the exercise Employee Benefits Agreement. (c) No distribution of Record Date OptionsCorn Products Common Stock shall be made with respect to shares of CPC Common Stock owned by the Rabbi Trusts if the Rabbi Trusts shall have waived the right to receive such distribution. In lieu of such distribution, and in consideration for such percentage waiver, CPC shall issue and deliver additional shares of CPC Common Stock to the total extent necessary such that the number of shares of Spinco CPC Common Stock held by Verizon as of the time of Rabbi Trusts after the Distribution as is shall be equal to the number obtained by multiplying the number of shares held by the Rabbi Trusts on the Distribution Record Date by a fraction, the numerator of which is the total number average of shares the high and low prices of Verizon CPC Common Stock held by such holders that were acquired pursuant to on the exercise NYSE for each of Record Date Options on or the ten trading days immediately prior to the first day on which there is trading in CPC Common Stock on a post-Distribution Date basis and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect average of the outstanding shares high and low prices of Verizon Common Stock held by (x) holders of record of Verizon CPC Common Stock on the Record Date and (y) persons who acquired Verizon NYSE for each of the ten trading days beginning on the first day on which there is trading in CPC Common Stock pursuant to on a post-Distribution basis; provided, however, that no adjustment shall be made if the exercise of Record Date Options, all of the shares of Company Common Stock into foregoing fraction yields a result which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms of the Merger Agreementis less than one (1).

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.01 and at the sole and absolute discretion of Ralcorp, on the Distribution Date, Ralcorp shall effect the Distribution and shall cause the Agent to distribute to each holder of record of shares of Ralcorp Common Stock as of the Record Date (other than with respect to shares of Ralcorp Common Stock held in treasury by Ralcorp) by means of a pro rata dividend of one Post Share for every shares of Ralcorp Common Stock (the “Distribution Ratio”) held of record by such holder as of the Record Date (the “Distribution”); provided, however, that any fractional Distributed Post Shares shall be treated as provided in Section 4.05(c). (b) Upon the terms and subject to the conditions of this Agreement, following consummation each holder of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders record of shares of Verizon Ralcorp Common Stock as of the Record Date, such percentage of the total number other than in respect of shares of Spinco Ralcorp Common Stock held in treasury by Verizon as of the time of Ralcorp, will be entitled to receive in the Distribution as is equal to a fraction, the numerator one share of which is the total number of Post Common Stock for every shares of Verizon Ralcorp Common Stock held of record by such holders record holder as of the Record Date and Date. (c) Ralcorp will direct the denominator of which Agent to determine, as soon as is practicable after the Distribution Date, the number of Total Verizon Shares; and (ii) to the holders fractional shares, if any, of shares of Verizon Post Common Stock who acquired such Verizon Common Stock pursuant allocable to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right each record holder entitled to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Post Common Stock in the Merger pursuant toDistribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holders, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in accordance withrespect of such record holder’s fractional share, the terms each record holder’s ratable share of the Merger Agreementproceeds from such sale, after making appropriate deductions of the amounts required to be withheld for U.S. federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. (d) Any Post Common Stock or cash in lieu of fractional shares with respect to Post Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered to Post. Post will hold the Post Common Stock or cash for the account of such record holder, and any record holder will look only to Post for the Post Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property laws. Ralcorp expressly waives any claim to any Post Common Stock or cash in lieu of fractional shares to be transferred to Post pursuant to this Section 4.05(d) and, if received, will transfer such Post Common Stock and cash in lieu of fractional shares to Post for the account of the record holders.

The Distribution. Upon (a) Subject to Section 4.3, on the Effective Date (as defined in the Plan of Arrangement), Parent and SpinCo shall procure that the Plan of Arrangement occur on the terms and subject to the conditions of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of:set forth therein. (ib) to Any Resulting Entity Common Shares, together with any fractional interests (if any), that remain unclaimed by any former registered shareholder of Parent or SpinCo, as the holders of shares of Verizon Common Stock as of the Record Datecase may be, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date one hundred and the denominator of which is the number of Total Verizon Shares; and eighty (ii180) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to days after the Distribution Date shall be delivered to the Resulting Entity, and the denominator Resulting Entity or its transfer agent on its behalf shall hold such Resulting Entity Common Shares and cash (if any) for the account of which is such former registered shareholders, and the number Parties agree that all obligations to hold and deliver such Resulting Entity Common Shares and cash (if any) shall be obligations of Total Verizon the Resulting Entity, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect to such holding and delivery. (c) Subject to Section 4.4(b), until the Resulting Entity Common Shares are issued to a former registered holder of Parent Special Shares or SpinCo Common Shares. Immediately , as the case may be, in accordance with the Arrangement Agreement, Plan of Arrangement (including any necessary letters of transmittal or other similar document in respect of such transfer) and applicable Law, from and after the DistributionDistribution Date, at the Effective TimeResulting Entity will, all such shares of Spinco Common Stock shall be converted into to the right greatest extent practicable and permitted by applicable Law, regard the Persons entitled to receive shares such Resulting Entity Common Shares as record holders of Company Resulting Entity Common Stock pursuant to, and Shares in accordance with the terms ofof the Distribution without requiring any action on the part of such Persons, including providing for the Merger Agreementpayment of all dividends or other distributions, immediately following if any, payable on the Resulting Entity Shares to which such holder is entitled (provided that such payment may be made at the Agent shall distribute by book-entry transfer time such dividends or other distributions are paid to other holders of Resulting Entity Shares or at the time the applicable Resulting Entity Common Shares are issued to such holder), and to take commercially reasonable steps to permit the exercise of voting rights and all other rights and privileges with respect to the Resulting Entity Common Shares to which such holder is entitled; provided, in each case, that, subject to applicable Law, Parent will provide reasonable access to the address and other information in respect of any such holder as may reasonably be required to permit the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant Resulting Entity to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms of the Merger Agreementcomply with its obligations under this Section 4.4.

The Distribution. Upon (a) The LIC Board shall have the terms authority and right: (i) to declare or refrain from declaring the Distribution; (ii) to establish and change the date and time of the record date for the Distribution (the “Record Date”); (iii) to establish and change the date and time at which the Distribution shall be effective (the “Distribution Date”); and (iv) prior to the Distribution Date, to establish and change the procedures for effecting the Distribution; subject, in all cases, to the applicable provisions of the DGCL. (b) On the Distribution Date, subject to the conditions of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay to the Distribution consisting of: (i) set forth in Section 2.2, LIC shall cause to be distributed to the holders of record of Liberty Ventures Common Stock on the Record Date (such holders, the “Liberty Ventures Record Holders”), as a dividend, all the issued and outstanding shares of Verizon Spinco Common Stock as on the basis of (i) one share of Series A Common Stock, par value $.01 per share, of Spinco (“Spinco Series A Common Stock”) for each share of LVNTA held of record on the Record Date and (ii) one share of Series B Common Stock, par value $.01 per share, of Spinco (“Spinco Series B Common Stock” and together with the Spinco Series A Common Stock, “Spinco Common Stock”) for each share of LVNTB held of record on the Record Date. (c) Immediately prior to the Distribution Date and in accordance with the Restructuring Plan, such percentage Spinco shall cause the Spinco Charter to be filed with the Delaware Secretary of State, whereupon the total issued and then outstanding shares of Spinco Common Stock (all of which shall be owned by LIC), shall automatically be reclassified into: (i) a number of shares of Spinco Series A Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders LVNTA outstanding as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total a number of shares of Spinco Series B Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by LVNTB outstanding as of the Record Date. (d) LIC will take such holders that were acquired pursuant action, if any, as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to the exercise of Record Date Options on or prior to permit the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distributionto be effected in compliance, at the Effective Timein all material respects, all with such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms of the Merger Agreementlaws.

The Distribution. Upon the terms (a) Subject to SECTION 2.03 and subject SECTION 7.07 hereof, prior to the conditions Distribution Date, Xxxxxxx shall deliver to the Agent, for the benefit of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of record of Xxxxxxx Common Stock on the Record Date, one or more stock certificates, endorsed by Xxxxxxx in blank, representing all of the then outstanding shares of Verizon Midas Common Stock owned by Xxxxxxx, and shall instruct the Agent on the Distribution Date either to distribute in certificated form, or make book-entry credits for, the appropriate number of such shares of Midas Common Stock to each such holder (and, if applicable, cash in lieu of any fractional shares obtained in the manner provided in SECTION 2.01(c)). Each of Xxxxxxx and Midas shall provide to the Agent all share certificates and any information required in order to complete the Distribution on the basis of one share of Midas Common Stock for every ___ shares of Xxxxxxx Common Stock outstanding on the Record Date. With respect to any Restricted Stock outstanding as of the close of business on the Distribution Date that is then held on behalf of a Midas Separated Employee, the shares of Midas Common Stock and Hussmann Common Stock distributed in the Distribution in respect of such Restricted Stock shall be treated in the manner set forth in SECTION 3.05(b)(3). (b) The Distribution shall be effective as of the close of business, New York time, on the Distribution Date. (c) No certificates representing fractional shares of Midas Common Stock shall be distributed in the Distribution. Holders that request or receive delivery of physical certificates representing Midas Common Stock in the Distribution and holders that would receive less than one whole share of Midas Common Stock in the Distribution will receive cash in lieu of any fractional shares. As soon as practicable after the Distribution Date, Xxxxxxx shall instruct the Agent to determine the number of fractional shares of Midas Common Stock allocable to each holder of record of Xxxxxxx Common Stock as of the Record Date, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to will receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms of the Merger Agreement.a

The Distribution. Upon the terms and subject Subject to the conditions of this Agreement, following consummation satisfaction or waiver of the Reclassificationconditions set forth in Section 3.03, Verizon the actions set forth in this Section 3.02 shall declare and pay be taken on the Distribution consisting of:Date. (ia) AXP shall effect the Distribution by causing all of the issued and outstanding shares of Ameriprise Common Stock beneficially owned by AXP to the be distributed to record holders of shares of Verizon AXP Common Stock as of the Record Date, such percentage of the total number of other than with respect to shares of Spinco AXP Common Stock held in the treasury of AXP, by Verizon as means of the time a pro rata dividend of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon such Ameriprise Common Stock held by to such holders as of AXP stockholders, on the Record Date terms and subject to the denominator of which is the number of Total Verizon Shares; andconditions set forth in this Agreement. (iib) to the holders Each record holder of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon AXP Common Stock on the Record Date and (y) persons who acquired Verizon or such holder's designated transferee or transferees), other than in respect of shares of AXP Common Stock pursuant held in the treasury of AXP, will be entitled to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed receive in the Distribution have been converted pursuant [ ] shares of Ameriprise Common Stock per share of AXP Common Stock held by such record holder on the Record Date. AXP shall direct the Distribution Agent to distribute on the Merger. The Agent Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Ameriprise Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) AXP shall make cash payments direct the Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Ameriprise Common Stock allocable to each holder of record of AXP Common Stock entitled to receive Ameriprise Common Stock in the Distribution and to promptly thereafter aggregate all such 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 such holder, in lieu of any fractional shares resulting from share, such holder's ratable share of the conversion proceeds of Spinco such 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 such sale. (d) Any Ameriprise Common Stock into Company or cash, in lieu of fractional shares, with respect to Ameriprise Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Ameriprise. Ameriprise shall hold such Ameriprise Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to Ameriprise for such Ameriprise Common Stock and/or cash, if any, in the Merger pursuant tolieu of fractional share interests, and subject in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property laws.

The Distribution. Upon (a) ALTISOURCE shall cooperate with OCWEN to accomplish the Distribution and shall, at the direction of OCWEN, promptly take any and all actions necessary or desirable to effect the Distribution. OCWEN shall select any manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for OCWEN. OCWEN and ALTISOURCE, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution. (b) Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) on or prior to the Distribution Date, OCWEN shall deliver to the Agent for the benefit of holders of record as of the Distribution Date of all the shares of OCWEN Common Stock that were outstanding on the Record Date, including any Person to whom any holder of shares of Verizon OCWEN Common Stock as of the Record Date Transfers, after the Record Date but prior to the Distribution Date, such percentage of the total number of shares of Spinco OCWEN Common Stock held by Verizon (all such holders of record as of the time Distribution Date, the “Record Holders”), all the issued and outstanding shares of ALTISOURCE Common Stock then owned by OCWEN or any other member of the OCWEN Group and book-entry transfer authorizations for such shares and (ii) on the Distribution as is equal Date, OCWEN shall instruct the Agent to distribute, by means of a fractionpro rata dividend, the numerator to each Record Holder (or such Record Holder’s bank or brokerage firm on such Record Holder’s behalf) electronically, by direct registration in book-entry form, one share of which is the total number of ALTISOURCE Common Stock for every three shares of Verizon OCWEN Common Stock held by such holders as of Record Holder, subject to Section 4.01(c) below. The Distribution shall be effective at 11:59 p.m. New York City time on the Record Date and Distribution Date. On or immediately following the denominator of which is Distribution Date, the number of Total Verizon Shares; and (ii) to Agent will mail an account statement indicating the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco ALTISOURCE Common Stock held by Verizon as that have been registered in book-entry form in the name of each Record Holder that holds physical share certificates representing its shares of OCWEN Common Stock and that is the registered holder of the time shares represented by those certificates (and the amount of cash in lieu of fractional shares as provided in Section 4.01(c) below). (c) OCWEN shareholders who, after aggregating the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon ALTISOURCE Common Stock held by (or fractions thereof) to which such holders that were acquired pursuant shareholder would be entitled on the Record Date, would be entitled to the exercise receive a fraction of Record Date Options on or prior to the Distribution Date and the denominator a share of which is the number of Total Verizon Shares. Immediately after ALTISOURCE Common Stock in the Distribution, at the Effective Time, all such will receive cash in lieu of fractional shares. Fractional shares of Spinco ALTISOURCE Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise will not be distributed in the Distribution have been converted pursuant nor credited to the Mergerbook-entry accounts. The Agent shall make cash payments in lieu shall, as soon as practicable after the Distribution Date (a) determine the number of any whole shares and fractional shares resulting from the conversion of Spinco ALTISOURCE Common Stock into Company allocable to each other holder of record or beneficial owner of OCWEN Common Stock as of close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in the Merger pursuant to, and in accordance with, the terms of the Merger Agreement.open market transactions at then prevailing

The Distribution. Upon the terms and subject to the conditions of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of shares of Verizon Common Stock as of the Record Date, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms of the Merger Agreement.. Table of Contents

The Distribution. Upon the terms and subject Subject to the conditions of this Agreement, following consummation satisfaction or waiver of the Reclassificationconditions set forth in Section 3.3, Verizon the actions set forth in this Section 3.2 shall declare and pay be taken on the Distribution consisting of:Date. (ia) Games shall effect the Distribution by causing all of the issued and outstanding shares of Lottery Common Stock beneficially owned by Games to the be distributed to record holders of shares of Verizon Games Common Stock as of the Record Date, such percentage of the total number of other than with respect to shares of Spinco Games Common Stock held in the treasury of Games, by Verizon as means of the time a pro rata dividend of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon such Lottery Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Games Common Stock who acquired such Verizon Common Stock pursuant Stock, on the terms and subject to the exercise conditions set forth in this Agreement. (b) Each record holder of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Games Common Stock on the Record Date and (y) persons who acquired Verizon or such holder’s designated transferee or transferees), other than in respect of shares of Games Common Stock held in the treasury of Games, will be entitled to receive in the Distribution, one share of Lottery Common Stock with respect to every four shares of Games Common Stock held by such record holder on the Record Date. Games shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Lottery Common Stock to each such record holder or designated transferee(s) of such holder of record. Fractional shares shall not be issued pursuant to the exercise of Record Date OptionsDistribution. Instead, all of otherwise fractional share amounts shall be rounded up to the shares of Company nearest whole share. (c) Any Lottery Common Stock into which the shares of Spinco with respect to Lottery Common Stock that would otherwise be distributed in remains unclaimed by any holder of record 180 days after the Distribution have been converted pursuant Date shall be delivered to the MergerLottery. The Agent Lottery shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco hold such Lottery Common Stock into Company for the account of such holder of record and any such holder of record shall look only to Lottery for such Lottery Common Stock Stock, subject in the Merger pursuant to, and in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property laws.

The Distribution. Upon the terms and subject to the conditions of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of:of:‌ (i) to the holders of shares of Verizon Common Stock as of the Record Date, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Total Verizon Common Stock Shares held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Total Verizon Common Stock Shares held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at At the Effective TimeTime (as defined in the Merger Agreement), all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, to the terms of the Merger Agreement.

The Distribution. Upon the terms and subject Subject to the conditions of this Agreement, following consummation satisfaction or waiver of the Reclassificationconditions set forth in Section 3.3, Verizon the actions set forth in this Section 3.2 shall declare and pay be taken on the Distribution consisting of:Date. (ia) FNF shall effect the Distribution by causing all of the issued and outstanding shares of JAX Common Stock beneficially owned by FNF to the be distributed to record holders of shares of Verizon FNFV Common Stock as of the Record Date, such percentage of the total number of other than with respect to shares of Spinco FNFV Common Stock held in the treasury of FNF, by Verizon as means of the time a pro rata dividend of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon such JAX Common Stock held by to such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the record holders of shares of Verizon FNFV Common Stock who acquired such Verizon Common Stock pursuant Stock, on the terms and subject to the exercise conditions set forth in this Agreement. (b) Each record holder of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon FNFV Common Stock on the Record Date and (y) persons who acquired Verizon or such holder’s designated transferee or transferees), other than in respect of shares of FNFV Common Stock pursuant held in the treasury of FNF, will be entitled to receive in the exercise of Record Date OptionsDistribution, all of the 0.17229 shares of Company JAX Common Stock into which for each share of FNFV Common Stock held by such record holder on the Record Date. FNF shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Spinco JAX Common Stock that would otherwise be distributed to each such record holder or designated transferee(s) of such holder of record. (c) FNF shall direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of JAX Common Stock allocable to each holder of record of FNFV Common Stock entitled to receive JAX Common Stock in the Distribution have been converted pursuant and to promptly thereafter aggregate all such fractional shares and sell the Merger. The Agent shall make cash payments whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional shares resulting from share, such holder’s ratable share of the conversion proceeds of Spinco such 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 such sale. (d) Any JAX Common Stock into Company or cash in lieu of fractional shares with respect to JAX Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to JAX at its request. JAX shall hold such JAX Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to JAX for such JAX Common Stock and/or cash, if any, in the Merger pursuant tolieu of fractional share interests, and subject in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property Laws.

The Distribution. Upon (a) The LMC Board shall have the terms authority and right: (i) to declare or refrain from declaring the Distribution; (ii) to establish and change the date and time of the record date for the Distribution (the “Record Date”); (iii) to establish and change the date and time at which the Distribution and Spin-Off shall be effective (the “Distribution Date”); and (iv) prior to the Distribution Date, to establish and change the procedures for effecting the Distribution; subject, in all cases, to the applicable provisions of the DGCL. (b) On the Distribution Date, subject to the conditions of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay to the Distribution consisting of: (i) set forth in Section 2.2, LMC shall cause to be distributed to the holders of record of LMC Common Stock on the Record Date (such holders, the “LMC Record Holders”), as a dividend, all the issued and outstanding shares of Verizon Spinco Common Stock as on the basis of (i) one share of Series A Common Stock, par value $.01 per share, of Spinco (“Spinco Series A Common Stock”) for each share of LMCA held of record on the Record Date and (ii) one share of Series B Common Stock, par value $.01 per share, of Spinco (“Spinco Series B Common Stock” and together with the Spinco Series A Common Stock, “Spinco Common Stock”) for each share of LMCB held of record on the Record Date. (c) Immediately prior to the Distribution Date and in accordance with the Restructuring Plan, such percentage Spinco shall cause the Spinco Charter to be filed with the Delaware Secretary of State, whereupon the total issued and then outstanding shares of Spinco Common Stock (all of which shall be owned by LMC), shall automatically be reclassified into: (i) a number of shares of Spinco Series A Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders LMCA outstanding as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total a number of shares of Spinco Series B Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by LMCB as of the Record Date. (d) LMC will take such holders that were acquired pursuant action, if any, as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to the exercise of Record Date Options on or prior to permit the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distributionto be effected in compliance, at the Effective Timein all material respects, all with such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms of the Merger Agreementlaws.

The Distribution. Upon the terms (a) The Company Board, in accordance with applicable Law, shall establish (or designate Persons to establish) a Record Date and subject to the conditions of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: Date, and the Company shall establish appropriate procedures in connection with, and to effectuate in accordance with applicable Law, the Distribution. All shares of SpinCo Common Stock held by the Contributing Subsidiary on the Distribution Date (iother than the Retained Shares) shall be distributed to the holders of record of Company Common Stock in the manner determined by the Company and in accordance with Section 3.3(f). In accordance with Section 3.3(f), each holder of Company Common Stock on the Record Date (a “Record Holder”) shall be entitled to receive, in respect of the aggregate number of shares of Verizon Company Common Stock as of held by such holder on the Record Date, such percentage a number of shares of SpinCo Common Stock equal to (i) the total number of shares of Spinco SpinCo Common Stock held by Verizon as of the time of Company on the Distribution as is equal to Date (excluding the Retained Shares), multiplied by (ii) a fraction, the numerator of which is the total number of shares of Verizon Company Common Stock held by such holders as of holder on the Record Date and the denominator of which is the total number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Company Common Stock who acquired outstanding on the Record Date, which number of shares of SpinCo Common Stock shall be rounded down to the nearest whole number. (b) Fractional shares distributed in connection with the Distribution shall not be delivered to Record Holders or credited to book-entry accounts, and any such Verizon fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of SpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.3(b), would be entitled to receive a fractional share interest of a share of SpinCo Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at shall be paid in cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, the Company shall direct the Distribution Agent to determine the number of whole and fractional shares of SpinCo Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers fees and commissions. None of the Company, SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional shares of Spinco SpinCo Common Stock sold in accordance with this Section 3.3(b). Neither the Company nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be converted into Affiliates of the right Company or SpinCo. Solely for purposes of computing fractional share interests pursuant to receive this Section 3.3(b) and Section 3.3(c), the beneficial owner of shares of Company Common Stock pursuant toheld of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares. (c) Any shares of SpinCo Common Stock or cash in lieu of fractional shares with respect to SpinCo Common Stock that remains unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo or its transfer agent on its behalf shall hold such shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such shares and cash, if any, in accordance lieu of fractional share interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws, and the Company shall have no Liability with respect thereto. (d) None of the terms ofParties, nor any of their Affiliates shall be liable to any Person in respect of any shares of SpinCo Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (e) The Company, SpinCo, the Merger AgreementDistribution Agent, immediately following which or any other applicable withholding agent, as applicable, shall be entitled to deduct and withhold from the Agent consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payments under the Code or any provision of state, local, foreign or other Tax Law. Any deducted or withheld amounts will be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto. (f) Upon the consummation of the Distribution, the Company shall distribute by deliver to the Distribution Agent, a global certificate or book-entry transfer in respect of authorization representing the outstanding shares of Verizon SpinCo Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be being distributed in the Distribution have been converted pursuant to for the Mergeraccount of the Company’s stockholders that are entitled thereto. The Distribution Agent shall make cash payments in lieu of any fractional hold such shares resulting from for the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, the terms account of the Merger AgreementCompany’s stockholders.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.01 and at the sole and absolute discretion of Ralcorp, on the Distribution Date, Ralcorp shall effect the Distribution and shall cause the Agent to distribute to each holder of record of shares of Ralcorp Common Stock as of the Record Date (other than with respect to shares of Ralcorp Common Stock held in treasury by Ralcorp) by means of a pro rata dividend of one Post Share for every two shares of Ralcorp Common Stock (the “Distribution Ratio”) held of record by such holder as of the Record Date (the “Distribution”); provided, however, that any fractional Distributed Post Shares shall be treated as provided in Section 4.05(c). (b) Upon the terms and subject to the conditions of this Agreement, following consummation each holder of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders record of shares of Verizon Ralcorp Common Stock as of the Record Date, such percentage of the total number other than in respect of shares of Spinco Ralcorp Common Stock held in treasury by Verizon as of the time of Ralcorp, will be entitled to receive in the Distribution as is equal to a fraction, the numerator one share of which is the total number of Post Common Stock for every two shares of Verizon Ralcorp Common Stock held of record by such holders record holder as of the Record Date and Date. (c) Ralcorp will direct the denominator of which Agent to determine, as soon as is practicable after the Distribution Date, the number of Total Verizon Shares; and (ii) to the holders fractional shares, if any, of shares of Verizon Post Common Stock who acquired such Verizon Common Stock pursuant allocable to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right each record holder entitled to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Post Common Stock in the Merger pursuant toDistribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holders, in open market transactions or otherwise, at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in accordance withrespect of such record holder’s fractional share, the terms each record holder’s ratable share of the Merger Agreementproceeds from such sale, after making appropriate deductions of the amounts required to be withheld for U.S. federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. (d) Any Post Common Stock or cash in lieu of fractional shares with respect to Post Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered to Post. Post will hold the Post Common Stock or cash for the account of such record holder, and any record holder will look only to Post for the Post Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property laws. Ralcorp expressly waives any claim to any Post Common Stock or cash in lieu of fractional shares to be transferred to Post pursuant to this Section 4.05(d) and, if received, will transfer such Post Common Stock and cash in lieu of fractional shares to Post for the account of the record holders.

The Distribution. Upon the terms and subject Subject to the conditions of this Agreement, following consummation satisfaction or waiver of the Reclassificationconditions set forth in Section 3.3, Verizon the actions set forth in this Section 3.2 shall declare and pay be taken on the Distribution consisting of:Date. (ia) FNF shall effect the Distribution by causing all of the issued and outstanding shares of JAX Common Stock beneficially owned by FNF to the be distributed to record holders of shares of Verizon FNFV Common Stock as of the Record Date, such percentage of the total number of other than with respect to shares of Spinco FNFV Common Stock held in the treasury of FNF, by Verizon as means of the time a pro rata dividend of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon such JAX Common Stock held by to such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the record holders of shares of Verizon FNFV Common Stock who acquired such Verizon Common Stock pursuant Stock, on the terms and subject to the exercise conditions set forth in this Agreement. (b) Each record holder of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon FNFV Common Stock on the Record Date and (y) persons who acquired Verizon or such holder’s designated transferee or transferees), other than in respect of shares of FNFV Common Stock pursuant held in the treasury of FNF, will be entitled to receive in the exercise of Record Date OptionsDistribution, all of the approximately 0.17271 shares of Company JAX Common Stock into which for each share of FNFV Common Stock held by such record holder on the Record Date. FNF shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Spinco JAX Common Stock that would otherwise be distributed to each such record holder or designated transferee(s) of such holder of record. (c) FNF shall direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of JAX Common Stock allocable to each holder of record of FNFV Common Stock entitled to receive JAX Common Stock in the Distribution have been converted pursuant and to promptly thereafter aggregate all such fractional shares and sell the Merger. The Agent shall make cash payments whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional shares resulting from share, such holder’s ratable share of the conversion proceeds of Spinco such 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 such sale. (d) Any JAX Common Stock into Company or cash in lieu of fractional shares with respect to JAX Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to JAX at its request. JAX shall hold such JAX Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to JAX for such JAX Common Stock and/or cash, if any, in the Merger pursuant tolieu of fractional share interests, and subject in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property Laws.

The Distribution. Upon (a) ALTISOURCE shall cooperate with OCWEN to accomplish the Distribution and shall, at the direction of OCWEN, promptly take any and all actions necessary or desirable to effect the Distribution. OCWEN shall select any manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for OCWEN. OCWEN and ALTISOURCE, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution. (b) Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) on or prior to the Distribution Date, OCWEN shall deliver to the Agent for the benefit of holders of record as of the Distribution Date of all the shares of OCWEN Common Stock that were outstanding on the Record Date, including any Person to whom any holder of shares of Verizon OCWEN Common Stock as of the Record Date Transfers, after the Record Date but prior to the Distribution Date, such percentage of the total number of shares of Spinco OCWEN Common Stock held by Verizon (all such holders of record as of the time Distribution Date, the “Record Holders”), all the issued and outstanding shares of ALTISOURCE Common Stock then owned by OCWEN or any other member of the OCWEN Group and book-entry transfer authorizations for such shares and (ii) on the Distribution as is equal Date, OCWEN shall instruct the Agent to distribute, by means of a fractionpro rata dividend, the numerator to each Record Holder (or such Record Holder’s bank or brokerage firm on such Record Holder’s behalf) electronically, by direct registration in book-entry form, one share of which is the total number of ALTISOURCE Common Stock for every three shares of Verizon OCWEN Common Stock held by such holders as of Record Holder, subject to Section 4.01(c) below. The Distribution shall be effective at 11:59 p.m. New York City time on the Record Date and Distribution Date. On or immediately following the denominator of which is Distribution Date, the number of Total Verizon Shares; and (ii) to Agent will mail an account statement indicating the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco ALTISOURCE Common Stock held by Verizon as that have been registered in book-entry form in the name of each Record Holder that holds physical share certificates representing its shares of OCWEN Common Stock and that is the registered holder of the time shares represented by those certificates (and the amount of cash in lieu of fractional shares as provided in Section 4.01(c) below). (c) OCWEN shareholders who, after aggregating the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon ALTISOURCE Common Stock held by (or fractions thereof) to which such holders that were acquired pursuant shareholder would be entitled on the Record Date, would be entitled to the exercise receive a fraction of Record Date Options on or prior to the Distribution Date and the denominator a share of which is the number of Total Verizon Shares. Immediately after ALTISOURCE Common Stock in the Distribution, at the Effective Time, all such will receive cash in lieu of fractional shares. Fractional shares of Spinco ALTISOURCE Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise will not be distributed in the Distribution have been converted pursuant nor credited to the Mergerbook-entry accounts. The Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of ALTISOURCE Common Stock allocable to each other holder of record or beneficial owner of OCWEN Common Stock as of close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of ALTISOURCE Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. OCWEN shall make bear the cost of brokerage fees and transfer taxes 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 Agent. None of OCWEN, ALTISOURCE or the applicable Agent will guarantee any minimum sale price for the fractional shares of ALTISOURCE Common Stock. Neither OCWEN nor ALTISOURCE will pay any interest on the proceeds from the sale of fractional shares. The Agent will have the sole discretion to select the 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 Agent nor the selected broker-dealers will be Affiliates of OCWEN or ALTISOURCE. Any ALTISOURCE Common Stock or cash payments in lieu of any fractional shares resulting from the conversion of Spinco with respect to ALTISOURCE Common Stock into Company that remains unclaimed by any holder of record one hundred-eighty (180) days after the Distribution Date shall be delivered to ALTISOURCE. ALTISOURCE shall hold such ALTISOURCE Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to ALTISOURCE for such ALTISOURCE Common Stock and/or cash, if any, in the Merger pursuant tolieu of fractional share interests, and subject in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property laws.

The Distribution. Upon the terms and subject Subject to the conditions of this Agreement, following consummation satisfaction or waiver of the Reclassificationconditions set forth in Section 3.3, Verizon the actions set forth in this Section 3.2 shall declare and pay be taken on the Distribution consisting of:Date. (ia) ADP shall effect the Distribution by causing all of the issued and outstanding shares of Dealer Common Stock beneficially owned by ADP to the be distributed to record holders of shares of Verizon ADP Common Stock as of the Record Date, such percentage of the total number of other than with respect to shares of Spinco ADP Common Stock held in the treasury of ADP, by Verizon as means of the time a pro rata dividend of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon such Dealer Common Stock held by to such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the record holders of shares of Verizon ADP Common Stock who acquired such Verizon Common Stock pursuant Stock, on the terms and subject to the exercise conditions set forth in this Agreement. (b) Each record holder of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon ADP Common Stock on the Record Date and (y) persons who acquired Verizon or such holder’s designated transferee or transferees), other than in respect of shares of ADP Common Stock pursuant held in the treasury of ADP, will be entitled to receive in the exercise Distribution, one (1) share of Record Date Options, all of the Dealer Common Stock with respect to every [ ] shares of Company ADP Common Stock into which held by such record holder on the Record Date. ADP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Spinco Dealer Common Stock that would otherwise be distributed to each such record holder or designated transferee(s) of such holder of record. (c) ADP shall direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Dealer Common Stock allocable to each holder of record of ADP Common Stock entitled to receive Dealer Common Stock in the Distribution have been converted pursuant and to promptly thereafter aggregate all such fractional shares and sell the Merger. The Agent shall make cash payments whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional shares resulting from share, such holder’s ratable share of the conversion proceeds of Spinco such 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 such sale. (d) Any Dealer Common Stock into Company or cash in lieu of fractional shares with respect to Dealer Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Dealer at its request. Dealer shall hold such Dealer Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to Dealer for such Dealer Common Stock and/or cash, if any, in the Merger pursuant tolieu of fractional share interests, and subject in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property Laws.

The Distribution. Upon (a) Subject to the terms and subject to the conditions of this Agreementhereof, following consummation each Record Holder (other than WDC or any other member of the ReclassificationWDC Group) shall be entitled to receive for each share of common stock, Verizon shall declare and pay the Distribution consisting of: par value $0.01 per share, of WDC (i“WDC Common Stock”) to the holders of shares of Verizon Common Stock held by such Record Holder as of the Record DateDate one-third (1/3) of one share of Spinco Common Stock. No action by any Record Holder shall be necessary for such Record Holder (or such Record Holder’s designated transferee or transferees) to receive the applicable number of shares of Spinco Common Stock (and, if applicable, cash in lieu of any fractional shares as set forth in Section 3.1(c)) such percentage stockholder is entitled to in the Distribution. For stockholders of WDC who own shares of WDC Common Stock through a broker or other nominee, their shares of Spinco Common Stock will be credited to their respective accounts by such broker or nominee. (b) Pursuant to the Distribution, WDC shall distribute 80.1% of the total Spinco Common Stock owned by WDC, which will be 80.1% of the Spinco Common Stock outstanding immediately prior to the Distribution. In no event shall the aggregate number of shares of Spinco Common Stock issued and distributed in the Distribution exceed 80.1% of the number of shares of Spinco Common Stock held by Verizon as of the time of WDC on the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; andDate. (iic) Notwithstanding anything herein to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Optionscontrary, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such no fractional shares of Spinco Common Stock shall be converted into issued in connection with the right Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Spinco. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.1(c) would be entitled to receive shares a fractional share interest of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Spinco Common Stock pursuant to the exercise Distribution, shall be paid cash, as hereinafter provided. WDC shall instruct the distribution agent to determine the number of Record Date Options, all of the whole shares of Company Common Stock into which the and fractional shares of Spinco Common Stock that would otherwise be distributed allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the Distribution have been converted pursuant open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the Mergertotal proceeds of such sale, after deducting any Taxes required to be withheld and any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The Agent sales of fractional shares shall make cash payments occur as soon after the Distribution as practicable as determined by the distribution agent. None of WDC, Spinco or the distribution agent shall guarantee any minimum sale price for such fractional shares. Neither WDC nor Spinco shall pay any interest on the proceeds from the sale of fractional shares. The distribution agent shall have the sole discretion to select the 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 broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of WDC or Spinco. (d) Neither of the Parties, and none of their respective Affiliates, will be liable to any Person in lieu respect of any fractional shares resulting from the conversion of Spinco Common Stock into Company (or dividends or distributions with respect thereto) or cash in lieu of fractional shares of Spinco Common Stock in the Merger pursuant to, and (in accordance withwith Section 3.1(c)) that, the terms of the Merger Agreementin each case, are properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

The Distribution. Upon the terms and subject to the conditions of this Agreement, following consummation of the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of shares of Verizon Common Stock as of the Record Date, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Total Verizon Common Stock Shares held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the holders of shares of Verizon Common Stock who acquired such Verizon Common Stock pursuant to the exercise of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Total Verizon Common Stock Shares held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at At the Effective TimeTime (as defined in the Merger Agreement), all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon Common Stock on the Record Date and (y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Company Common Stock into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and in accordance with, to the terms of the Merger Agreement.

The Distribution. Upon the terms and subject Subject to the conditions of this Agreement, following consummation satisfaction or waiver of the Reclassificationconditions set forth in Section 3.3, Verizon the actions set forth in this Section 3.2 shall declare and pay be taken on the Distribution consisting of:Date. (ia) ADP shall effect the Distribution by causing all of the issued and outstanding shares of Dealer Common Stock beneficially owned by ADP to the be distributed to record holders of shares of Verizon ADP Common Stock as of the Record Date, such percentage of the total number of other than with respect to shares of Spinco ADP Common Stock held in the treasury of ADP, by Verizon as means of the time a pro rata dividend of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon such Dealer Common Stock held by to such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (ii) to the record holders of shares of Verizon ADP Common Stock who acquired such Verizon Common Stock pursuant Stock, on the terms and subject to the exercise conditions set forth in this Agreement. (b) Each record holder of Record Date Options, such percentage of the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to a fraction, the numerator of which is the total number of shares of Verizon Common Stock held by such holders that were acquired pursuant to the exercise of Record Date Options on or prior to the Distribution Date and the denominator of which is the number of Total Verizon Shares. Immediately after the Distribution, at the Effective Time, all such shares of Spinco Common Stock shall be converted into the right to receive shares of Company Common Stock pursuant to, and in accordance with the terms of, the Merger Agreement, immediately following which the Agent shall distribute by book-entry transfer in respect of the outstanding shares of Verizon Common Stock held by (x) holders of record of Verizon ADP Common Stock on the Record Date and (y) persons who acquired Verizon or such holder’s designated transferee or transferees), other than in respect of shares of ADP Common Stock pursuant held in the treasury of ADP, will be entitled to receive in the exercise Distribution, one (1) share of Record Date Options, all of the Dealer Common Stock with respect to every three (3) shares of Company ADP Common Stock into which held by such record holder on the Record Date. ADP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Spinco Dealer Common Stock that would otherwise be distributed to each such record holder or designated transferee(s) of such holder of record. (c) ADP shall direct the Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Dealer Common Stock allocable to each holder of record of ADP Common Stock entitled to receive Dealer Common Stock in the Distribution have been converted pursuant and to promptly thereafter aggregate all such fractional shares and sell the Merger. The Agent shall make cash payments whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional shares resulting from share, such holder’s ratable share of the conversion proceeds of Spinco such 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 such sale. (d) Any Dealer Common Stock into Company or cash in lieu of fractional shares with respect to Dealer Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Dealer at its request. Dealer shall hold such Dealer Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to Dealer for such Dealer Common Stock and/or cash, if any, in the Merger pursuant tolieu of fractional share interests, and subject in accordance with, the terms of the Merger Agreementeach case to applicable escheat or other abandoned property Laws.