Common use of The Distribution Clause in Contracts

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, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, will be entitled to receive in the Distribution one share of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of the Record Date. (c) Marathon Oil will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Marathon Petroleum Common Stock allocable to each record holder entitled to receive Marathon Petroleum Common Stock in the Distribution 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 respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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. (a) Subject to the satisfaction or waiver of the terms and conditions set forth in Section 8.1 this Agreement, (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 Keysight Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the sole Effective Time and absolute discretion of Marathon Oil(iii) Agilent shall instruct the Distribution Agent to distribute, on or as soon as practicable after, the Distribution Date Marathon Oil shall effect the Distribution and shall cause the Agent to distribute Effective Time, to each holder of record of shares of Marathon Oil Agilent Common Stock Shares as of the Record Date (other than with respect to shares of Marathon Oil Common Stock held in treasury by Marathon Oil) Date, by means of a pro rata dividend distribution, a number of one Marathon Petroleum Share shares of Keysight Common Stock to be determined by resolution of the Board of Directors of Agilent, for every two one (1) Agilent Common Share so held. Following the Distribution Date, Keysight agrees to provide all book-entry transfer authorizations for shares of Marathon Oil Keysight Common Stock that Agilent or the Distribution Agent shall require (after giving effect to Section 3.4) in order to effect 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 Notwithstanding anything to the conditions of contrary contained in this Agreement, each holder of record of Marathon Oil Common Stock as Agilent shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Record DateDistribution, other than in respect including the form, structure and terms of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, will be entitled any transactions and/or offerings to receive in effect the Distribution one share and the timing of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as and conditions to the consummation thereof. In addition, Agilent may at any time and from time to time until the completion of the Record DateDistribution 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) Marathon Oil 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 direct 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 to determineshall, as soon as is practicable after the Distribution DateEffective Time, (i) determine the number of whole shares and fractional shares, if any, shares of Marathon Petroleum Keysight Common Stock allocable to each holder of record holder entitled to receive Marathon Petroleum or beneficial owner of Agilent Common Stock in Shares as of the Distribution and to promptly close of business on the Record Date, (ii) aggregate all the 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 such record holders, in open market transactions or otherwise, at the then-prevailing trading prices, holders who would otherwise be entitled to fractional share interests and to cause to be distributed (iii) distribute to each such record holder, in respect or for the benefit of each such record holder’s fractional sharebeneficial owner, each record holdersuch holder or owner’s ratable share of the cash proceeds from (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 of the amounts 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 deducting an amount equal the Effective Time as practicable and as determined by the Distribution 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 all brokerage chargesselect the broker-dealers through which to sell the aggregated fractional shares and to determine when, commissions how and transfer taxes attributed at what price to sell such shares. Notwithstanding anything herein to the contrary, to the extent the distribution of shares of Keysight Common Stock in the Distribution is not permitted under the applicable Law of any jurisdiction, Agilent shall deliver cash in lieu of such shares to the extent permitted under such applicable Law, and the procedures set forth in this Section 3.3(c) in respect of fractional shares shall apply to such saleshares of Keysight Common Stock that would otherwise have been distributed in such jurisdiction, mutatis mutandis. (d) 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 receive such shares of Keysight Common Stock as record holders of shares of Keysight Common Stock in accordance with the terms of 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 shares of Keysight Common Stock then held by such holder and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of Keysight Common Stock then held by such holder. (e) Any Marathon Petroleum shares of Keysight Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Common Stock Keysight shares that remains remain unclaimed by any holders of record holder 180 of Agilent Common Shares one hundred eighty (180) days after the Distribution Date will shall be delivered to Marathon Petroleum. Marathon Petroleum will Keysight, and Keysight shall hold the Marathon Petroleum such shares of Keysight Common Stock or cash for the account of such record holderholders, and any record holder will look only the parties agree that all obligations to Marathon Petroleum for the Marathon Petroleum provide such shares of Keysight Common Stock or and cash, if any, in lieu of fractional sharesshare interests shall be obligations of Keysight, 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 Laws, and Agilent shall have no Liability with respect thereto. (f) The parties agree that the steps described on Schedule 2.1(a) shall be effected in lieu the order and manner prescribed on such Schedule and the occurrence of fractional shares to each step shall 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 conditioned upon the account completion of the record holderspreceding step.

The Distribution. (a) Subject to Section 2.03, on or prior to the satisfaction or waiver Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the conditions set forth shares of SRM Common Stock to be issued to the Company in Section 8.1 the Separation for the benefit of holders of shares of common stock of the Company and at certain warrants issued in the sole and absolute discretion of Marathon Oil, Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Distribution Date Marathon Oil shall Company (the “Record Date”) to effect the Distribution Distribution, and shall cause the Agent to distribute to each holder of record of shares of Marathon Oil Common Stock distribute, as of the Record Date (other than with respect to Distribution Date, the appropriate number of whole shares of Marathon Oil SRM 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 to each such holder (the “Distribution RatioRecord Holder”) held or designated transferee or transferees of record any Record Holder by such holder way of direct registration in book-entry form. The Distribution shall be effective 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)Distribution Date. (b) Upon the terms and subject to the conditions of this Agreement, each holder of record of Marathon Oil Common Stock as of the Each Record Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, Holder will be entitled to receive in the Distribution one share a number of Marathon Petroleum whole shares of SRM Common Stock for every two equal to the number of shares of Marathon Oil Common Stock common stock of the Company or shares of common stock of the Company underlying the July Warrants held of record by such record holder as of Record Holder on the Record DateDate multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole number. (c) Marathon Oil will direct Until the Agent to determineshares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, as soon as is practicable from and after the Distribution Date, SRM will regard the number individuals or entities entitled to receive such shares of fractional SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of 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 shares of Marathon Petroleum SRM Common Stock allocable to each record holder entitled to receive Marathon Petroleum Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of then held by 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 respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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 (ii) each such holder will look only be entitled, without any action on the part of such holder, to Marathon Petroleum for receive evidence of ownership of the Marathon Petroleum shares of SRM 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 then held by such Marathon Petroleum Common Stock and cash in lieu of fractional shares to Marathon Petroleum for the account of the record holdersholder.

The Distribution. (a) Subject to the satisfaction or waiver of the terms and conditions set forth in this Agreement, including Section 8.1 3.3(b), (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 CS&L Common Stock necessary to effect the External Distribution, (ii) the External Distribution shall be effective at the sole Effective Time, and absolute discretion of Marathon Oil(iii) WHI shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Distribution Date Marathon Oil shall effect the Distribution and shall cause the Agent to distribute Effective Time, 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, each holder of record of Marathon Oil 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 other than in respect number of shares of Marathon Oil CS&L Common Stock held in treasury as shall have been agreed to by Marathon Oil, will be entitled to receive the Parties and set forth in the Distribution Information Statement, for every one (1) share of Marathon Petroleum WHI Common Stock so held. Following the Distribution Date, CS&L agrees to provide all book-entry transfer authorizations for every two shares of Marathon Oil CS&L Common Stock held of record by such record holder as of that WHI or the Record DateDistribution Agent shall require in 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) Marathon Oil will direct The Parties agree that this Agreement constitutes a “plan of reorganization” within the Agent to determine, as soon as is practicable after the Distribution Date, the number meaning of fractional shares, if any, of Marathon Petroleum Common Stock allocable to each record holder entitled to receive Marathon Petroleum Common Stock in the Distribution Treasury Regulations Sections 1.368-2(g) 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 then1.368-prevailing trading prices, and to cause to be distributed to each such record holder, in respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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 sale3(a). (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. (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, each holder following consummation of record the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of Marathon Oil shares of Verizon Common Stock as of the Record Date, other than in respect such percentage of the total number of shares of Marathon Oil Spinco Common Stock held in treasury by Marathon Oil, will be entitled to receive in Verizon as of the time of the Distribution one share as is equal to a fraction, the numerator of Marathon Petroleum Common Stock for every two which is the total number of shares of Marathon Oil Verizon Common Stock held of record by such record holder holders as of the Record Date. (c) Marathon Oil will direct Date and the Agent to determine, as soon as denominator of which is practicable after the Distribution Date, the number of fractional shares, if any, Total Verizon Shares; and (ii) to the holders of Marathon Petroleum shares of Verizon Common Stock allocable who acquired such Verizon Common Stock pursuant to each record holder entitled 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 Marathon Petroleum 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 Distribution 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 pricesMerger pursuant to, and to cause to be distributed to each such record holderin accordance with, in respect of such record holder’s fractional share, each record holder’s ratable share the terms of the proceeds 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 saleMerger Agreement. (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. (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 of the authorization of Spinco Common Stock pursuant to Section 4.2(a), 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 effect the Distribution, in accordance with Section 4.5(c), to each holder of record issued and outstanding shares of Marathon Oil 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), other than such that each such holder will receive a pro-rata share of the 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 Harbor as of the Distribution Time, the “Harbor Share Number”). (b) Any fractional shares of Spinco Common Stock that would otherwise be issuable to a Harbor Stockholder pursuant to Section 4.5(a) shall be aggregated and such Harbor Stockholder shall be issued in respect of all such fractional shares a number of shares of Marathon Oil Spinco Common Stock held in treasury by Marathon Oilequal to such aggregate number, will be entitled rounded to receive the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the Distribution one share preceding sentence in lieu of Marathon Petroleum issuing fractional shares of Spinco Common Stock was not separately bargained-for every two consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Spinco that would otherwise be caused by the issuance of fractional shares of Marathon Oil Spinco Common Stock. In the event that after giving effect to this Section 4.5(b) the aggregate number of shares of Spinco Common Stock held issued to the Harbor Stockholders is greater than the number of record by 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 record holder as number of the Record Dateadditional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) Marathon Oil will direct At or prior to the Distribution Time, Harbor shall deliver to the Agent to determine, as soon as is practicable after the Distribution Date, the number evidence of fractional shares, if any, of Marathon Petroleum Common Stock allocable to each record holder entitled to receive Marathon Petroleum Spinco Common Stock in book-entry form being distributed in the Distribution and to promptly aggregate all for 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 respect of such record holder’s fractional share, each record holder’s ratable share account of the proceeds from such sale, after making appropriate deductions holders 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 Harbor Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered are entitled thereto pursuant to Marathon PetroleumSection 4.5(a) or Section 4.5(b). Marathon Petroleum will The Agent shall hold the Marathon Petroleum such evidence of Spinco Common Stock or cash in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution Time and prior to the Effective Time of the Merger, the shares of Spinco Common Stock shall not be transferable and the Agent shall not transfer any shares of Spinco Common Stock. The Distribution shall be deemed to be effective upon written authorization from Harbor to the Agent to proceed, after the receipt of which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Harbor Common Stock held by holders of record holder, of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any record holder will look only to Marathon Petroleum for the Marathon Petroleum other shares of Harbor Common Stock or cash, if any, in lieu otherwise held by a member 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 the Harbor Group) all of the shares of Spinco Common Stock or cash distributed in lieu of fractional shares to be transferred to Marathon Petroleum the Distribution pursuant to this Section 4.5(d4.5(a) 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 holdersSection 4.5(b).

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at 3.03, the sole and absolute discretion of Marathon Oil, actions set forth in this Section 3.02 shall be taken on the Distribution Date Marathon Oil Date. (a) AXP shall effect the Distribution by causing all of the issued and shall cause the Agent outstanding shares of Ameriprise Common Stock beneficially owned by AXP to distribute be distributed to each holder of record holders 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, each holder of record of Marathon Oil AXP Common Stock as of the Record Date, other than with respect to shares of AXP Common Stock held in the treasury of AXP, by means of a pro rata dividend of such Ameriprise Common Stock to holders of shares of AXP Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of AXP Common Stock on the Record Date (or such holder's designated transferee or transferees), other than in respect of shares of Marathon Oil AXP Common Stock held in the treasury by Marathon Oilof AXP, will be entitled to receive in the Distribution Distribution, one (1) share of Marathon Petroleum Ameriprise Common Stock for with respect to every two five (5) shares of Marathon Oil AXP Common Stock held of record by such record holder as of 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 Ameriprise Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) Marathon Oil will AXP shall direct the Agent Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Marathon Petroleum Ameriprise Common Stock allocable to each holder of record holder of AXP Common Stock entitled to receive Marathon Petroleum Ameriprise Common Stock in the Distribution and to promptly thereafter aggregate all the such fractional shares and sell the whole shares obtained thereby on behalf of such record holdersthereby, in open market transactions or otherwise, otherwise at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in respect lieu of such record holder’s any fractional share, each record such holder’s 's ratable share of the proceeds from of 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 Ameriprise Common Stock or cash cash, in lieu of fractional shares shares, with respect to Marathon Petroleum Ameriprise Common Stock that remains unclaimed by any holder of record holder 180 days after the Distribution Date will shall be delivered to Marathon PetroleumAmeriprise. Marathon Petroleum will Ameriprise shall hold the Marathon Petroleum such Ameriprise Common Stock or and/or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum Ameriprise for the Marathon Petroleum such Ameriprise Common Stock or and/or cash, if any, in lieu of fractional sharesshare interests, 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. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at 3.3, the sole and absolute discretion of Marathon Oil, actions set forth in this Section 3.2 shall be taken on the Distribution Date Marathon Oil Date. (a) ADP shall effect the Distribution by causing all of the issued and shall cause the Agent outstanding shares of Broadridge Common Stock beneficially owned by ADP to distribute be distributed to each holder of record holders 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, each holder of record of Marathon Oil ADP Common Stock as of the Record Date, other than with respect to shares of ADP Common Stock held in the treasury of ADP, by means of a pro rata dividend of such Broadridge Common Stock to such record holders of shares of ADP Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of ADP Common Stock on the Record Date (or such holder’s designated transferee or transferees), other than in respect of shares of Marathon Oil ADP Common Stock held in the treasury by Marathon Oilof ADP, will be entitled to receive in the Distribution Distribution, one (1) share of Marathon Petroleum Broadridge Common Stock for with respect to every two four (4) shares of Marathon Oil ADP Common Stock held of record by such record holder as of 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 Broadridge Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) Marathon Oil will 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 Marathon Petroleum Broadridge Common Stock allocable to each holder of record holder of ADP Common Stock entitled to receive Marathon Petroleum Broadridge Common Stock in the Distribution and to promptly thereafter aggregate all the such fractional shares and sell the whole shares obtained thereby on behalf of such record holdersthereby, in open market transactions or otherwise, otherwise at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in respect lieu of such record holder’s any fractional share, each record such holder’s ratable share of the proceeds from of 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 Broadridge Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Broadridge Common Stock that remains unclaimed by any holder of record holder 180 days after the Distribution Date will shall be delivered to Marathon PetroleumBroadridge. Marathon Petroleum will Broadridge shall hold the Marathon Petroleum such Broadridge Common Stock or and/or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum Broadridge for the Marathon Petroleum such Broadridge Common Stock or and/or cash, if any, in lieu of fractional sharesshare interests, 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. (a) Subject The LIC Board shall have the 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 satisfaction or waiver 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 to the Distribution set forth in Section 8.1 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 at outstanding shares of Spinco Common Stock on the sole 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 absolute discretion (ii) one share of Marathon OilSeries 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 Marathon Oil shall effect and in accordance with the Distribution and Restructuring Plan, Spinco shall cause the Agent Spinco Charter to distribute to each holder be filed with the Delaware Secretary of record State, whereupon the 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 Marathon Oil Spinco Series A Common Stock equal to the number of shares of LVNTA outstanding as of the Record Date and (other than with respect to shares of Marathon Oil Common Stock held in treasury by Marathon Oilii) 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, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect number of shares of Marathon Oil Spinco Series B Common Stock held in treasury by Marathon Oil, will be entitled equal to receive in the Distribution one share number of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder LVNTB outstanding as of the Record Date. (cd) Marathon Oil LIC will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional sharestake such action, if any, of Marathon Petroleum Common Stock allocable as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to each record holder entitled to receive Marathon Petroleum Common Stock in permit the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holdersbe effected in compliance, in open market transactions or otherwiseall material respects, at the then-prevailing trading prices, and to cause to be distributed to each with such record holder, in respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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 salelaws. (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. (a) Subject to Sections 2.5(b) and 2.5(c) and to the satisfaction or waiver other terms and conditions of this Agreement, CPC shall instruct the Agent to distribute, as of the conditions set forth Distribution Date, one share of Corn Products Common Stock in Section 8.1 and at the sole and absolute discretion respect of Marathon Oil, every four shares of CPC Common Stock held by holders of record of CPC Common Stock on the Distribution Date Marathon Oil shall effect the Distribution and shall cause the Agent to distribute to each holder Record Date. (b) No distribution of record of shares of Marathon Oil Corn Products Common Stock as of the Record Date (other than shall be made with respect to shares of Marathon Oil restricted CPC Common Stock issued pursuant to the Stock Plans. As permitted by the Stock Plans, in lieu of such distribution, the number of shares of restricted CPC Common Stock held in treasury by Marathon Oil) each person who is an employee of the CPC Group on the day following the Effective Date shall be adjusted by means multiplying the number of shares held by such employee on the Distribution Record Date by a pro rata dividend fraction, the numerator of one Marathon Petroleum Share for every two shares which is the average of Marathon Oil the high and low prices of CPC Common Stock (on the “Distribution Ratio”) held of record by such holder as NYSE for each of the Record Date (ten trading days immediately prior to the “Distribution”)first day on which there is trading in CPC Common Stock on a post-Distribution basis and the denominator of which is the average of the 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; provided, however, that any fractional Marathon Petroleum Shares no adjustment shall be treated as provided in Section 4.5(cmade if the foregoing fraction yields a result which is less than one (1). (b) Upon the terms and subject to the conditions . Shares of this Agreement, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect of shares of Marathon Oil restricted CPC Common Stock held in treasury by Marathon Oil, will each person who is an employee of the Corn Products Group on the day after the Effective Date shall be entitled to receive in the Distribution one share converted into restricted shares of Marathon Petroleum Corn Products Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of pursuant to the Record DateEmployee Benefits Agreement. (c) Marathon Oil will direct No distribution of Corn Products Common Stock shall be made with respect to shares of CPC Common Stock owned by the Agent Rabbi Trusts if the Rabbi Trusts shall have waived the right to determinereceive such distribution. In lieu of such distribution, as soon as is practicable and in consideration for such waiver, CPC shall issue and deliver additional shares of CPC Common Stock to the extent necessary such that the number of shares of CPC Common Stock held by the Rabbi Trusts after the Distribution Date, shall be equal to the number obtained by multiplying the number of fractional sharesshares held by the Rabbi Trusts on the Distribution Record Date by a fraction, if any, the numerator of Marathon Petroleum which is the average of the high and low prices of CPC Common Stock allocable on the NYSE for each of the ten trading days immediately prior to each record holder entitled to receive Marathon Petroleum the first day on which there is trading in CPC Common Stock in on a post-Distribution basis and the Distribution and to promptly aggregate all denominator of which is 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 respect of such record holder’s fractional share, each record holder’s ratable share average of the proceeds from such sale, after making appropriate deductions high and low prices of CPC Common Stock on the NYSE for each 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 ten trading days beginning on the first day on which there is trading in CPC Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Common Stock on a post-Distribution basis; provided, however, that remains unclaimed by any record holder 180 days after no adjustment shall be made if 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 holdersforegoing fraction yields a result which is less than one (1).

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 8.01 and at the sole and absolute discretion of Marathon OilRalcorp, on the Distribution Date Marathon Oil Date, Ralcorp shall effect the Distribution and shall cause the Agent to distribute to each holder of record of shares of Marathon Oil Ralcorp Common Stock as of the Record Date (other than with respect to shares of Marathon Oil Ralcorp Common Stock held in treasury by Marathon OilRalcorp) by means of a pro rata dividend of one Marathon Petroleum Post Share for every two shares of Marathon Oil Ralcorp 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 Distributed Post Shares shall be treated as provided in Section 4.5(c4.05(c). (b) Upon the terms and subject to the conditions of this Agreement, each holder of record of Marathon Oil Ralcorp Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Ralcorp Common Stock held in treasury by Marathon OilRalcorp, will be entitled to receive in the Distribution one share of Marathon Petroleum Post Common Stock for every two shares of Marathon Oil Ralcorp Common Stock held of record by such record holder as of the Record Date. (c) Marathon Oil Ralcorp will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Marathon Petroleum Post Common Stock allocable to each record holder entitled to receive Marathon Petroleum Post Common Stock in the Distribution 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 respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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 Post Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Post Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered to Marathon PetroleumPost. Marathon Petroleum Post will hold the Marathon Petroleum Post Common Stock or cash for the account of such record holder, and any record holder will look only to Marathon Petroleum Post for the Marathon Petroleum Post 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 Ralcorp expressly waives any claim to any Marathon Petroleum Post Common Stock or cash in lieu of fractional shares to be transferred to Marathon Petroleum Post pursuant to this Section 4.5(d4.05(d) and, if received, will transfer such Marathon Petroleum Post Common Stock and cash in lieu of fractional shares to Marathon Petroleum Post for the account of the record holders.

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 Oil4.3, 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 Effective Date (other than with respect to shares as defined in the Plan of Marathon Oil Common Stock held in treasury by Marathon Oil) by means Arrangement), Parent and SpinCo shall procure that the Plan of a pro rata dividend of one Marathon Petroleum Share for every two shares of Marathon Oil Common Stock (Arrangement occur on 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)terms set forth therein. (b) Upon the terms and subject to the conditions of this AgreementAny Resulting Entity Common Shares, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, will be entitled to receive in the Distribution one share of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of the Record Date. together with any fractional interests (c) Marathon Oil will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any), of Marathon Petroleum Common Stock allocable to each record holder entitled to receive Marathon Petroleum Common Stock in the Distribution 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 respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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 remain unclaimed by any record holder 180 former registered shareholder of Parent or SpinCo, as the case may be, one hundred and eighty (180) days after the Distribution Date will shall be delivered to Marathon Petroleum. Marathon Petroleum will the Resulting Entity, and the Resulting Entity or its transfer agent on its behalf shall hold the Marathon Petroleum such Resulting Entity Common Stock or Shares and cash (if any) for the account of such record holderformer registered shareholders, and any record holder will look only the Parties agree that all obligations to Marathon Petroleum for the Marathon Petroleum hold and deliver such Resulting Entity Common Stock or cash, Shares and cash (if any, in lieu ) shall be obligations of fractional sharesthe Resulting Entity, subject in each case to applicable escheat or other abandoned property laws. Marathon Oil expressly waives 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, as the case may be, in accordance with the Arrangement Agreement, Plan of Arrangement (including any claim necessary letters of transmittal or other similar document in respect of such transfer) and applicable Law, from and after the Distribution Date, the Resulting Entity will, to the greatest extent practicable and permitted by applicable Law, regard the Persons entitled to receive such Resulting Entity Common Shares as record holders of Resulting Entity Common Shares in accordance with the terms of the Distribution without requiring any Marathon Petroleum action on the part of such Persons, including providing for the payment of all dividends or other distributions, if any, payable on the Resulting Entity Shares to which such holder is entitled (provided that such payment may be made at the time such dividends or other distributions are paid to other holders of Resulting Entity Shares or at the time the applicable Resulting Entity Common Stock or cash 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 lieu each case, that, subject to applicable Law, Parent will provide reasonable access to the address and other information in respect of fractional shares any such holder as may reasonably be required to be transferred permit the Resulting Entity to Marathon Petroleum pursuant to comply with its obligations under 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 holders4.4.

The Distribution. (a) Subject The LMC Board shall have the 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 satisfaction or waiver 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 to the Distribution set forth in Section 8.1 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 at outstanding shares of Spinco Common Stock on the sole 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 absolute discretion (ii) one share of Marathon OilSeries 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 Marathon Oil shall effect and in accordance with the Distribution and Restructuring Plan, Spinco shall cause the Agent Spinco Charter to distribute to each holder be filed with the Delaware Secretary of record State, whereupon the 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 Marathon Oil Spinco Series A Common Stock equal to the number of shares of LMCA outstanding as of the Record Date and (other than with respect to shares of Marathon Oil Common Stock held in treasury by Marathon Oilii) 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, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect number of shares of Marathon Oil Spinco Series B Common Stock held in treasury by Marathon Oil, will be entitled equal to receive in the Distribution one share number of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder LMCB as of the Record Date. (cd) Marathon Oil LMC will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional sharestake such action, if any, of Marathon Petroleum Common Stock allocable as may be necessary or appropriate under applicable state and foreign securities and “blue sky” laws to each record holder entitled to receive Marathon Petroleum Common Stock in permit the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holdersbe effected in compliance, in open market transactions or otherwiseall material respects, at the then-prevailing trading prices, and to cause to be distributed to each with such record holder, in respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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 salelaws. (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. (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 satisfaction or waiver of the terms and conditions set forth in Section 8.1 and at this Agreement, (i) on or prior to the sole and absolute discretion Distribution Date, OCWEN shall deliver to the Agent for the benefit of Marathon Oil, on holders of record as of the Distribution Date Marathon Oil shall effect of all the Distribution and shall cause shares of OCWEN Common Stock that were outstanding on the Agent Record Date, including any Person to distribute to each whom any holder of record of shares of Marathon Oil OCWEN Common Stock as of the Record Date (other than with respect Transfers, after the Record Date but prior to the Distribution Date, such shares of Marathon Oil OCWEN Common Stock held in treasury (all such holders of record as of the Distribution Date, the “Record Holders”), all the issued and outstanding shares of ALTISOURCE Common Stock then owned by Marathon OilOCWEN or any other member of the OCWEN Group and book-entry transfer authorizations for such shares and (ii) on the Distribution Date, OCWEN shall instruct the Agent to distribute, by means of a pro rata dividend dividend, 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 one Marathon Petroleum Share ALTISOURCE Common Stock for every two three shares of Marathon Oil OCWEN Common Stock (the “Distribution Ratio”) held of record by such 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 Distribution Date. On or immediately following the Distribution Date, the Agent will mail an account statement indicating the number of shares of ALTISOURCE Common Stock 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 as of the Record Date shares represented by those certificates (and the “Distribution”); provided, however, that any amount of cash in lieu of fractional Marathon Petroleum Shares shall be treated shares as provided in Section 4.5(c4.01(c) below). (b) Upon the terms and subject to the conditions of this Agreement, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, will be entitled to receive in the Distribution one share of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of the Record Date. (c) Marathon Oil OCWEN shareholders who, after aggregating the number of shares of ALTISOURCE Common Stock (or fractions thereof) to which such shareholder would be entitled on the Record Date, would be entitled to receive a fraction of a share of ALTISOURCE Common Stock in the Distribution, will direct receive cash in lieu of fractional shares. Fractional shares of ALTISOURCE Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent to determineshall, as soon as is practicable after the Distribution Date, Date (a) determine the number of whole shares and fractional shares, if any, shares of Marathon Petroleum ALTISOURCE Common Stock allocable to each other holder of record holder entitled to receive Marathon Petroleum or beneficial owner of OCWEN Common Stock in as of close of business on the Distribution and to promptly Record Date, (b) aggregate all the such fractional shares into whole shares and sell the whole shares obtained thereby on behalf of such record holders, in open market transactions or otherwise, at the then-then prevailing trading pricesprices on behalf of holders who would otherwise be entitled to fractional share interests, and to cause to be distributed (c) distribute to each such record holder, in respect or for the benefit of each such record beneficial owner, such holder’s fractional share, each record holderor owner’s ratable share of the net proceeds from of such sale, based upon the average gross selling price per share of ALTISOURCE Common Stock after making appropriate deductions of the amounts for any amount required to be withheld for U.S. United States federal income tax purposes and after deducting an amount equal to all purposes. OCWEN shall bear the cost of brokerage charges, commissions fees and transfer taxes attributed incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the 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 sale. (d) shares. Neither the Agent nor the selected broker-dealers will be Affiliates of OCWEN or ALTISOURCE. Any Marathon Petroleum ALTISOURCE Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum ALTISOURCE Common Stock that remains unclaimed by any holder of record holder 180 one hundred-eighty (180) days after the Distribution Date will shall be delivered to Marathon PetroleumALTISOURCE. Marathon Petroleum will ALTISOURCE shall hold the Marathon Petroleum such ALTISOURCE Common Stock or and/or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum ALTISOURCE for the Marathon Petroleum such ALTISOURCE Common Stock or and/or cash, if any, in lieu of fractional sharesshare interests, 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. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at 3.3, the sole and absolute discretion of Marathon Oil, actions set forth in this Section 3.2 shall be taken on the Distribution Date Marathon Oil Date. (a) FNF shall effect the Distribution by causing all of the issued and shall cause the Agent outstanding shares of JAX Common Stock beneficially owned by FNF to distribute be distributed to each holder of record holders 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, each holder of record of Marathon Oil FNFV Common Stock as of the Record Date, other than with respect to shares of FNFV Common Stock held in the treasury of FNF, by means of a pro rata dividend of such JAX Common Stock to such record holders of shares of FNFV Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of FNFV Common Stock on the Record Date (or such holder’s designated transferee or transferees), other than in respect of shares of Marathon Oil FNFV Common Stock held in the treasury by Marathon Oilof FNF, will be entitled to receive in the Distribution one share Distribution, approximately 0.17271 shares of Marathon Petroleum JAX Common Stock for every two shares each share of Marathon Oil FNFV Common Stock held of record by such record holder as of 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 JAX Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) Marathon Oil will 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 Marathon Petroleum JAX Common Stock allocable to each holder of record holder of FNFV Common Stock entitled to receive Marathon Petroleum JAX Common Stock in the Distribution and to promptly thereafter aggregate all the such fractional shares and sell the whole shares obtained thereby on behalf of such record holdersthereby, in open market transactions or otherwise, otherwise at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in respect lieu of such record holder’s any fractional share, each record such holder’s ratable share of the proceeds from of 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 JAX Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum JAX Common Stock that remains unclaimed by any holder of record holder 180 days after the Distribution Date will shall be delivered to Marathon PetroleumJAX at its request. Marathon Petroleum will JAX shall hold the Marathon Petroleum such JAX Common Stock or and/or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum JAX for the Marathon Petroleum such JAX Common Stock or and/or cash, if any, in lieu of fractional sharesshare interests, 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 holdersLaws.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at 3.3, the sole and absolute discretion of Marathon Oil, actions set forth in this Section 3.2 shall be taken on the Distribution Date Marathon Oil Date. (a) Games shall effect the Distribution by causing all of the issued and shall cause the Agent outstanding shares of Lottery Common Stock beneficially owned by Games to distribute be distributed to each holder of record holders 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, each holder of record of Marathon Oil Games Common Stock as of the Record Date, other than with respect to shares of Games Common Stock held in the treasury of Games, by means of a pro rata dividend of such Lottery Common Stock to holders of shares of Games Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of Games Common Stock on the Record Date (or such holder’s designated transferee or transferees), other than in respect of shares of Marathon Oil Games Common Stock held in the treasury by Marathon Oilof Games, will be entitled to receive in the Distribution Distribution, one share of Marathon Petroleum Lottery Common Stock for with respect to every two four shares of Marathon Oil Games Common Stock held of record by such record holder as of 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 Distribution. Instead, all otherwise fractional share amounts shall be rounded up to the nearest whole share. (c) Marathon Oil will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Marathon Petroleum Any Lottery Common Stock allocable to each record holder entitled to receive Marathon Petroleum Common Stock in the Distribution 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 respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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 Lottery Common Stock that remains unclaimed by any holder of record holder 180 days after the Distribution Date will shall be delivered to Marathon PetroleumLottery. Marathon Petroleum will Lottery shall hold the Marathon Petroleum such Lottery Common Stock or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum Lottery for the Marathon Petroleum such Lottery Common Stock or cash, if any, in lieu of fractional sharesStock, 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. (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 satisfaction or waiver of the terms and conditions set forth in Section 8.1 and at this Agreement, (i) on or prior to the sole and absolute discretion Distribution Date, OCWEN shall deliver to the Agent for the benefit of Marathon Oil, on holders of record as of the Distribution Date Marathon Oil shall effect of all the Distribution and shall cause shares of OCWEN Common Stock that were outstanding on the Agent Record Date, including any Person to distribute to each whom any holder of record of shares of Marathon Oil OCWEN Common Stock as of the Record Date (other than with respect Transfers, after the Record Date but prior to the Distribution Date, such shares of Marathon Oil OCWEN Common Stock held in treasury (all such holders of record as of the Distribution Date, the “Record Holders”), all the issued and outstanding shares of ALTISOURCE Common Stock then owned by Marathon OilOCWEN or any other member of the OCWEN Group and book-entry transfer authorizations for such shares and (ii) on the Distribution Date, OCWEN shall instruct the Agent to distribute, by means of a pro rata dividend dividend, 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 one Marathon Petroleum Share ALTISOURCE Common Stock for every two three shares of Marathon Oil OCWEN Common Stock (the “Distribution Ratio”) held of record by such 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 Distribution Date. On or immediately following the Distribution Date, the Agent will mail an account statement indicating the number of shares of ALTISOURCE Common Stock 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 as of the Record Date shares represented by those certificates (and the “Distribution”); provided, however, that any amount of cash in lieu of fractional Marathon Petroleum Shares shall be treated shares as provided in Section 4.5(c4.01(c) below). (b) Upon the terms and subject to the conditions of this Agreement, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, will be entitled to receive in the Distribution one share of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of the Record Date. (c) Marathon Oil OCWEN shareholders who, after aggregating the number of shares of ALTISOURCE Common Stock (or fractions thereof) to which such shareholder would be entitled on the Record Date, would be entitled to receive a fraction of a share of ALTISOURCE Common Stock in the Distribution, will direct receive cash in lieu of fractional shares. Fractional shares of ALTISOURCE Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent to determineshall, as soon as is practicable after the Distribution Date, Date (a) determine the number of whole shares and fractional shares, if any, shares of Marathon Petroleum ALTISOURCE Common Stock allocable to each other holder of record holder entitled to receive Marathon Petroleum or beneficial owner of OCWEN Common Stock in as of close of business on the Distribution and to promptly Record Date, (b) aggregate all the such fractional shares into whole 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 respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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.then prevailing

The Distribution. (a) Subject to SECTION 2.03 and SECTION 7.07 hereof, prior to the satisfaction or waiver Distribution Date, Xxxxxxx shall deliver to the Agent, for the benefit of the conditions 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 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 8.1 and at SECTION 3.05(b)(3). (b) The Distribution shall be effective as of the sole and absolute discretion close of Marathon Oilbusiness, New York time, on the Distribution Date Marathon Oil Date. (c) No certificates representing fractional shares of Midas Common Stock shall effect 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 cause instruct the Agent to distribute determine the number of fractional shares of Midas Common Stock allocable to each holder of record of shares of Marathon Oil Xxxxxxx 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, each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, who will be entitled to receive in the Distribution one share of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of the Record Date. (c) Marathon Oil will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Marathon Petroleum Common Stock allocable to each record holder entitled to receive Marathon Petroleum Common Stock in the Distribution 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 respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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.a

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 8.01 and at the sole and absolute discretion of Marathon OilRalcorp, on the Distribution Date Marathon Oil Date, Ralcorp shall effect the Distribution and shall cause the Agent to distribute to each holder of record of shares of Marathon Oil Ralcorp Common Stock as of the Record Date (other than with respect to shares of Marathon Oil Ralcorp Common Stock held in treasury by Marathon OilRalcorp) by means of a pro rata dividend of one Marathon Petroleum Post Share for every two shares of Marathon Oil Ralcorp 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 Distributed Post Shares shall be treated as provided in Section 4.5(c4.05(c). (b) Upon the terms and subject to the conditions of this Agreement, each holder of record of Marathon Oil Ralcorp Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Ralcorp Common Stock held in treasury by Marathon OilRalcorp, will be entitled to receive in the Distribution one share of Marathon Petroleum Post Common Stock for every two shares of Marathon Oil Ralcorp Common Stock held of record by such record holder as of the Record Date. (c) Marathon Oil Ralcorp will direct the Agent to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Marathon Petroleum Post Common Stock allocable to each record holder entitled to receive Marathon Petroleum Post Common Stock in the Distribution 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 respect of such record holder’s fractional share, each record holder’s ratable share of the proceeds 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 Post Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Post Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered to Marathon PetroleumPost. Marathon Petroleum Post will hold the Marathon Petroleum Post Common Stock or cash for the account of such record holder, and any record holder will look only to Marathon Petroleum Post for the Marathon Petroleum Post 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 Ralcorp expressly waives any claim to any Marathon Petroleum Post Common Stock or cash in lieu of fractional shares to be transferred to Marathon Petroleum Post pursuant to this Section 4.5(d4.05(d) and, if received, will transfer such Marathon Petroleum Post Common Stock and cash in lieu of fractional shares to Marathon Petroleum Post for the account of the record holders.

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, each holder following consummation of record the Reclassification, Verizon shall declare and pay the Distribution consisting of:‌ (i) to the holders of Marathon Oil shares of Verizon Common Stock as of the Record Date, other than in respect such percentage of the total number of shares of Marathon Oil Spinco Common Stock held in treasury by Marathon Oil, will be entitled to receive in Verizon as of the time of the Distribution one share as is equal to a fraction, the numerator of Marathon Petroleum Common Stock for every two shares which is the number of Marathon Oil Common Stock Total Verizon Shares held of record by such record holder holders as of the Record Date. (c) Marathon Oil will direct Date and the Agent to determine, as soon as denominator of which is practicable after the Distribution Date, the number of fractional shares, if any, Total Verizon Shares; and (ii) to the holders of Marathon Petroleum shares of Verizon Common Stock allocable who acquired such Verizon Common Stock pursuant to each record holder entitled 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 number of Total Verizon Shares held by such holders that were acquired pursuant to the exercise of Record Date Options and the denominator of which is the number of Total Verizon Shares. At the Effective Time (as defined in the Merger Agreement), all such shares of Spinco Common Stock shall be converted into the right to receive Marathon Petroleum 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 Distribution and Merger pursuant 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 respect of such record holder’s fractional share, each record holder’s ratable share terms of the proceeds 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 saleMerger Agreement. (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. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at 3.3, the sole and absolute discretion of Marathon Oil, actions set forth in this Section 3.2 shall be taken on the Distribution Date Marathon Oil Date. (a) ADP shall effect the Distribution by causing all of the issued and shall cause the Agent outstanding shares of Dealer Common Stock beneficially owned by ADP to distribute be distributed to each holder of record holders 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, each holder of record of Marathon Oil ADP Common Stock as of the Record Date, other than with respect to shares of ADP Common Stock held in the treasury of ADP, by means of a pro rata dividend of such Dealer Common Stock to such record holders of shares of ADP Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of ADP Common Stock on the Record Date (or such holder’s designated transferee or transferees), other than in respect of shares of Marathon Oil ADP Common Stock held in the treasury by Marathon Oilof ADP, will be entitled to receive in the Distribution Distribution, one (1) share of Marathon Petroleum Dealer Common Stock for with respect to every two three (3) shares of Marathon Oil ADP Common Stock held of record by such record holder as of 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 Dealer Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) Marathon Oil will 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 Marathon Petroleum Dealer Common Stock allocable to each holder of record holder of ADP Common Stock entitled to receive Marathon Petroleum Dealer Common Stock in the Distribution and to promptly thereafter aggregate all the such fractional shares and sell the whole shares obtained thereby on behalf of such record holdersthereby, in open market transactions or otherwise, otherwise at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in respect lieu of such record holder’s any fractional share, each record such holder’s ratable share of the proceeds from of 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 Dealer Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Dealer Common Stock that remains unclaimed by any holder of record holder 180 days after the Distribution Date will shall be delivered to Marathon PetroleumDealer at its request. Marathon Petroleum will Dealer shall hold the Marathon Petroleum such Dealer Common Stock or and/or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum Dealer for the Marathon Petroleum such Dealer Common Stock or and/or cash, if any, in lieu of fractional sharesshare interests, 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 holdersLaws.

The Distribution. (a) Subject to the satisfaction terms and conditions hereof, each Record Holder (other than WDC or waiver any other member of the conditions set forth in Section 8.1 and at the sole and absolute discretion WDC Group) shall be entitled to receive for each share of Marathon Oilcommon stock, on the Distribution Date Marathon Oil shall effect the Distribution and shall cause the Agent to distribute to each holder par value $0.01 per share, of record of shares of Marathon Oil WDC (“WDC Common Stock Stock”) held by such Record Holder as of the Record Date one-third (other than with respect 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 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 Spinco Common Stock (and, if applicable, cash in lieu of any fractional shares as set forth in Section 3.1(c)) such stockholder is entitled to in the “Distribution Ratio”) held Distribution. For stockholders of record 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 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)broker or nominee. (b) Upon the terms and subject Pursuant to the conditions Distribution, WDC shall distribute 80.1% of this Agreement, each holder of record of Marathon Oil the Spinco Common Stock as owned by WDC, which will be 80.1% of the Record Date, other than in respect Spinco Common Stock outstanding immediately prior to the Distribution. In no event shall the aggregate number of shares of Marathon Oil Spinco Common Stock issued and distributed in the Distribution exceed 80.1% of the number of shares of Spinco Common Stock held in treasury by Marathon Oil, will be entitled to receive in WDC on the Distribution one share of Marathon Petroleum Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of the Record Date. (c) Marathon Oil will direct Notwithstanding anything herein to the Agent contrary, no fractional shares of Spinco Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to determinewhich 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 a fractional share interest of Spinco Common Stock pursuant to the Distribution, shall be paid cash, as soon as is practicable after hereinafter provided. WDC shall instruct the Distribution Date, distribution agent to determine the number of whole shares and fractional shares, if any, shares of Marathon Petroleum Spinco Common Stock allocable to each record holder entitled Record Holder, to receive Marathon Petroleum Common Stock in the Distribution and to promptly aggregate all the such fractional shares and into whole shares, to sell the whole shares obtained thereby on behalf of such record holders, in the open market transactions or otherwise, at the then-prevailing trading prices, prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to cause to be distributed distribute to each such record holderRecord Holder his, in respect of such record holder’s fractional share, each record holder’s her or its ratable share of the total proceeds from of such sale, after making appropriate deductions of the amounts 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 sales of fractional shares shall 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 U.S. federal income tax purposes 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 after deducting an amount equal to all brokerage chargesdetermine when, commissions how and transfer taxes attributed at what price to sell such saleshares. Neither the distribution agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of WDC or Spinco. (d) Any Marathon Petroleum Neither of the Parties, and none of their respective Affiliates, will be liable to any Person in respect of any shares of Spinco Common Stock (or dividends or distributions with respect thereto) or cash in lieu of fractional shares with respect to Marathon Petroleum of Spinco Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be (in accordance with Section 3.1(c)) that, in each case, are properly delivered to Marathon Petroleum. Marathon Petroleum will hold the Marathon Petroleum Common Stock or cash for the account of such record holdera public official pursuant to any applicable abandoned property, 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 holderssimilar Law.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at 3.3, the sole and absolute discretion of Marathon Oil, actions set forth in this Section 3.2 shall be taken on the Distribution Date Marathon Oil Date. (a) ADP shall effect the Distribution by causing all of the issued and shall cause the Agent outstanding shares of Dealer Common Stock beneficially owned by ADP to distribute be distributed to each holder of record holders 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, each holder of record of Marathon Oil ADP Common Stock as of the Record Date, other than with respect to shares of ADP Common Stock held in the treasury of ADP, by means of a pro rata dividend of such Dealer Common Stock to such record holders of shares of ADP Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of ADP Common Stock on the Record Date (or such holder’s designated transferee or transferees), other than in respect of shares of Marathon Oil ADP Common Stock held in the treasury by Marathon Oilof ADP, will be entitled to receive in the Distribution Distribution, one (1) share of Marathon Petroleum Dealer Common Stock for with respect to every two [ ] shares of Marathon Oil ADP Common Stock held of record by such record holder as of 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 Dealer Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) Marathon Oil will 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 Marathon Petroleum Dealer Common Stock allocable to each holder of record holder of ADP Common Stock entitled to receive Marathon Petroleum Dealer Common Stock in the Distribution and to promptly thereafter aggregate all the such fractional shares and sell the whole shares obtained thereby on behalf of such record holdersthereby, in open market transactions or otherwise, otherwise at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in respect lieu of such record holder’s any fractional share, each record such holder’s ratable share of the proceeds from of 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 Dealer Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum Dealer Common Stock that remains unclaimed by any holder of record holder 180 days after the Distribution Date will shall be delivered to Marathon PetroleumDealer at its request. Marathon Petroleum will Dealer shall hold the Marathon Petroleum such Dealer Common Stock or and/or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum Dealer for the Marathon Petroleum such Dealer Common Stock or and/or cash, if any, in lieu of fractional sharesshare interests, 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 holdersLaws.

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, each holder following consummation of record the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of Marathon Oil shares of Verizon Common Stock as of the Record Date, other than in respect such percentage of the total number of shares of Marathon Oil Spinco Common Stock held in treasury by Marathon Oil, will be entitled to receive in Verizon as of the time of the Distribution one share as is equal to a fraction, the numerator of Marathon Petroleum Common Stock for every two which is the total number of shares of Marathon Oil Verizon Common Stock held of record by such record holder holders as of the Record Date. (c) Marathon Oil will direct Date and the Agent to determine, as soon as denominator of which is practicable after the Distribution Date, the number of fractional shares, if any, Total Verizon Shares; and (ii) to the holders of Marathon Petroleum shares of Verizon Common Stock allocable who acquired such Verizon Common Stock pursuant to each record holder entitled 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 Marathon Petroleum 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 Distribution 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 pricesMerger pursuant to, and to cause to be distributed to each such record holderin accordance with, in respect of such record holder’s fractional share, each record holder’s ratable share the terms of the proceeds from such sale, after making appropriate deductions Merger Agreement. Table 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.Contents

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, each holder following consummation of record the Reclassification, Verizon shall declare and pay the Distribution consisting of: (i) to the holders of Marathon Oil shares of Verizon Common Stock as of the Record Date, other than in respect such percentage of the total number of shares of Marathon Oil Spinco Common Stock held in treasury by Marathon Oil, will be entitled to receive in Verizon as of the time of the Distribution one share as is equal to a fraction, the numerator of Marathon Petroleum Common Stock for every two shares which is the number of Marathon Oil Common Stock Total Verizon Shares held of record by such record holder holders as of the Record Date. (c) Marathon Oil will direct Date and the Agent to determine, as soon as denominator of which is practicable after the Distribution Date, the number of fractional shares, if any, Total Verizon Shares; and (ii) to the holders of Marathon Petroleum shares of Verizon Common Stock allocable who acquired such Verizon Common Stock pursuant to each record holder entitled 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 number of Total Verizon Shares held by such holders that were acquired pursuant to the exercise of Record Date Options and the denominator of which is the number of Total Verizon Shares. At the Effective Time (as defined in the Merger Agreement), all such shares of Spinco Common Stock shall be converted into the right to receive Marathon Petroleum 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 Distribution and Merger pursuant 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 respect of such record holder’s fractional share, each record holder’s ratable share terms of the proceeds 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 saleMerger Agreement. (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. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at 3.3, the sole and absolute discretion of Marathon Oil, actions set forth in this Section 3.2 shall be taken on the Distribution Date Marathon Oil Date. (a) FNF shall effect the Distribution by causing all of the issued and shall cause the Agent outstanding shares of JAX Common Stock beneficially owned by FNF to distribute be distributed to each holder of record holders 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, each holder of record of Marathon Oil FNFV Common Stock as of the Record Date, other than with respect to shares of FNFV Common Stock held in the treasury of FNF, by means of a pro rata dividend of such JAX Common Stock to such record holders of shares of FNFV Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of FNFV Common Stock on the Record Date (or such holder’s designated transferee or transferees), other than in respect of shares of Marathon Oil FNFV Common Stock held in the treasury by Marathon Oilof FNF, will be entitled to receive in the Distribution one share Distribution, 0.17229 shares of Marathon Petroleum JAX Common Stock for every two shares each share of Marathon Oil FNFV Common Stock held of record by such record holder as of 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 JAX Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) Marathon Oil will 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 Marathon Petroleum JAX Common Stock allocable to each holder of record holder of FNFV Common Stock entitled to receive Marathon Petroleum JAX Common Stock in the Distribution and to promptly thereafter aggregate all the such fractional shares and sell the whole shares obtained thereby on behalf of such record holdersthereby, in open market transactions or otherwise, otherwise at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in respect lieu of such record holder’s any fractional share, each record such holder’s ratable share of the proceeds from of 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 JAX Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum JAX Common Stock that remains unclaimed by any holder of record holder 180 days after the Distribution Date will shall be delivered to Marathon PetroleumJAX at its request. Marathon Petroleum will JAX shall hold the Marathon Petroleum such JAX Common Stock or and/or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum JAX for the Marathon Petroleum such JAX Common Stock or and/or cash, if any, in lieu of fractional sharesshare interests, 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 holdersLaws.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.1 and at 3.03, the sole and absolute discretion of Marathon Oil, actions set forth in this Section 3.02 shall be taken on the Distribution Date Marathon Oil Date. (a) AXP shall effect the Distribution by causing all of the issued and shall cause the Agent outstanding shares of Ameriprise Common Stock beneficially owned by AXP to distribute be distributed to each holder of record holders 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, each holder of record of Marathon Oil AXP Common Stock as of the Record Date, other than with respect to shares of AXP Common Stock held in the treasury of AXP, by means of a pro rata dividend of such Ameriprise Common Stock to such AXP stockholders, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of AXP Common Stock on the Record Date (or such holder's designated transferee or transferees), other than in respect of shares of Marathon Oil AXP Common Stock held in the treasury by Marathon Oilof AXP, will be entitled to receive in the Distribution one [ ] shares of Ameriprise Common Stock per share of Marathon Petroleum Common Stock for every two shares of Marathon Oil AXP Common Stock held of record by such record holder as of 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 Ameriprise Common Stock to each such record holder or designated transferee(s) of such holder of record. (c) Marathon Oil will AXP shall direct the Agent Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Marathon Petroleum Ameriprise Common Stock allocable to each holder of record holder of AXP Common Stock entitled to receive Marathon Petroleum Ameriprise Common Stock in the Distribution and to promptly thereafter aggregate all the such fractional shares and sell the whole shares obtained thereby on behalf of such record holdersthereby, in open market transactions or otherwise, otherwise at the then-prevailing trading prices, and to cause to be distributed to each such record holder, in respect lieu of such record holder’s any fractional share, each record such holder’s 's ratable share of the proceeds from of 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 Ameriprise Common Stock or cash cash, in lieu of fractional shares shares, with respect to Marathon Petroleum Ameriprise Common Stock that remains unclaimed by any holder of record holder 180 days after the Distribution Date will shall be delivered to Marathon PetroleumAmeriprise. Marathon Petroleum will Ameriprise shall hold the Marathon Petroleum such Ameriprise Common Stock or and/or cash for the account of such holder of record holder, and any such holder of record holder will shall look only to Marathon Petroleum Ameriprise for the Marathon Petroleum such Ameriprise Common Stock or and/or cash, if any, in lieu of fractional sharesshare interests, 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. (a) Subject The Company Board, in accordance with applicable Law, shall establish (or designate Persons to establish) a Record Date and the satisfaction or waiver Distribution 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 conditions set forth in Section 8.1 and at the sole and absolute discretion of Marathon Oil, Contributing Subsidiary on the Distribution Date Marathon Oil (other than the Retained Shares) shall effect be distributed to the Distribution holders of record of Company Common Stock in the manner determined by the Company and shall cause the Agent to distribute to in accordance with Section 3.3(f). In accordance with Section 3.3(f), each holder of record of shares of Marathon Oil Company Common Stock as of on the Record Date (other than with a “Record Holder”) shall be entitled to receive, in respect to of the aggregate number of shares of Marathon Oil Company 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 on the Record Date, a number of shares of SpinCo Common Stock equal to (i) the total number of shares of SpinCo Common Stock held by the Company on the Distribution Date (excluding the Retained Shares), multiplied by (ii) a fraction, the numerator of which is the number of shares of Company Common Stock held by such holder on the Record Date (and the “Distribution”); provideddenominator of which is the total number of shares of Company Common Stock outstanding on the Record Date, however, that any fractional Marathon Petroleum Shares which number of shares of SpinCo Common Stock shall be treated as provided in Section 4.5(c)rounded down to the nearest whole number. (b) Upon Fractional shares distributed in connection with the terms Distribution shall not be delivered to Record Holders or credited to book-entry accounts, and subject 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 conditions provisions of this AgreementSection 3.3(b), each holder of record of Marathon Oil Common Stock as of the Record Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, will would be entitled to receive in the Distribution one a fractional share interest of a share of Marathon Petroleum SpinCo Common Stock for every two shares of Marathon Oil Common Stock held of record by such record holder as of pursuant to the Record Date. (c) Marathon Oil will direct the Agent to determineDistribution, shall be paid in cash, without any interest thereon, as hereinafter provided. As soon as is practicable after the Effective Time, the Company shall direct the Distribution Date, Agent to determine the number of whole and fractional shares, if any, shares of Marathon Petroleum SpinCo Common Stock allocable to each record holder entitled Record Holder, to receive Marathon Petroleum Common Stock in the Distribution aggregate all such fractional shares into whole shares, and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holders, in the open market transactions or otherwise, at the then-prevailing trading pricesprices 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 holderRecord Holder, in respect lieu of such record holder’s any fractional share, each record holdersuch Record Holder’s or owner’s ratable share of the total proceeds from of such sale, after making appropriate deductions of the amounts deducting any Taxes required to be withheld for U.S. federal income tax purposes and applicable transfer Taxes, and after deducting an amount equal 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 all brokerage chargesguarantee any minimum sale price for the fractional shares of 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 Affiliates of the Company or SpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.3(b) and Section 3.3(c), commissions and transfer taxes attributed the beneficial owner of shares of Company Common Stock held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such saleshares. (dc) Any Marathon Petroleum shares of SpinCo Common Stock or cash in lieu of fractional shares with respect to Marathon Petroleum SpinCo Common Stock that remains unclaimed by any record holder 180 Record Holder one hundred and eighty (180) days after the Distribution Date will shall be delivered to Marathon Petroleum. Marathon Petroleum will SpinCo, and SpinCo or its transfer agent on its behalf shall hold the Marathon Petroleum Common Stock or such shares and cash for the account of such record holderRecord Holder, and any record holder will look only the Parties agree that all obligations to Marathon Petroleum for the Marathon Petroleum Common Stock or provide such shares and cash, if any, in lieu of fractional sharesshare interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property laws. Marathon Oil expressly waives Laws, and the Company shall have no Liability with respect thereto. (d) None of the Parties, nor any claim of their Affiliates shall be liable to any Marathon Petroleum Person in respect of any shares of SpinCo Common Stock (or cash in lieu of fractional shares 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 Distribution Agent, or any other applicable withholding agent, as applicable, shall be transferred entitled to Marathon Petroleum deduct and withhold from the consideration otherwise payable pursuant to this Section 4.5(dAgreement 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) andUpon the consummation of the Distribution, if receivedthe Company shall deliver to the Distribution Agent, will transfer such Marathon Petroleum a global certificate or book-entry authorization representing the SpinCo Common Stock and cash being distributed in lieu of fractional shares to Marathon Petroleum the Distribution for the account of the record holdersCompany’s stockholders that are entitled thereto. The Distribution Agent shall hold such shares for the account of the Company’s stockholders.