Common use of The Distribution Clause in Contracts

The Distribution. (a) 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 issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b).

The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.03, the actions set forth in this Section 3.02 shall be taken on the Distribution Date. (a) Upon AXP shall effect the Distribution by causing all of the issued and outstanding shares of Ameriprise Common Stock beneficially owned by AXP to be distributed to record holders of shares of 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 of set forth in 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 issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Each record holder 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor AXP Common Stock on the Record Date (excluding or such holder's designated transferee or transferees), other than in respect of shares of AXP Common Stock held in the treasury of AXP, will be entitled to receive in the Distribution, one (1) share of Ameriprise Common Stock with respect to every five (5) shares of AXP Common Stock held by Harbor and any other such record holder on the Record Date. AXP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Harbor Ameriprise Common Stock otherwise held by a member to each such record holder or designated transferee(s) of such holder of record. (c) AXP shall direct the Harbor Group) all Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of the shares fractional shares, if any, of Spinco Ameriprise Common Stock distributed allocable to each holder of record of AXP Common Stock entitled to receive Ameriprise Common Stock in the Distribution pursuant and to Section 4.5(apromptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder's ratable share of the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. (d) Any Ameriprise Common Stock or cash, in lieu of fractional shares, with respect to Ameriprise Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Ameriprise. Ameriprise shall hold such Ameriprise Common Stock and/or cash for the account of such holder of record and Section 4.5(b)any such holder of record shall look only to Ameriprise for such Ameriprise Common Stock and/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property laws.

The Distribution. (a) 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)Reclassification, 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 Verizon shall declare and effect pay the Distribution, in accordance with Section 4.5(c), Distribution consisting of: (i) to each holder the holders of issued and outstanding shares of Harbor Verizon Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member Date, such percentage of the Harbor Group), 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 total number of shares of Spinco Common Stock held by Harbor Verizon as of the time of the Distribution Timeas is equal to a fraction, the “Harbor Share Number”).numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (bii) Any fractional to the holders of shares of Spinco Verizon Common Stock that would otherwise be issuable to a Harbor Stockholder who acquired such Verizon Common Stock pursuant to Section 4.5(a) shall be aggregated and the exercise of Record Date Options, such Harbor Stockholder shall be issued in respect percentage of all such fractional shares a the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to such aggregate numbera fraction, rounded to the nearest whole number. Harbor, Spinco, Voyager and numerator of which is the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 Spinco Common Stock. In the event that after giving effect to this Section 4.5(b) the aggregate total number of shares of Spinco Verizon Common Stock issued held by such holders that were acquired pursuant to the Harbor Stockholders is greater than the number exercise of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At Record Date Options on or prior to the Distribution Time, Harbor shall deliver to Date and the Agent evidence denominator of Spinco Common Stock in book-entry form being distributed in which is the Distribution for the account number of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the MergerTotal Verizon Shares. Immediately after the Distribution Time and prior to Distribution, at the Effective Time of the MergerTime, the all such shares of Spinco Common Stock shall not be transferable and converted into the Agent shall not transfer any right to receive shares of Spinco Company Common Stock. The Distribution shall be deemed to be effective upon written authorization from Harbor to Stock pursuant to, and in accordance with the Agent to proceedterms of, after the receipt of Merger Agreement, immediately following which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Harbor Verizon Common Stock held by (x) holders of record of Harbor Verizon Common Stock on the Record Date and (excluding treasury shares held by Harbor and any other y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Harbor Company Common Stock otherwise held by a member of the Harbor Group) all of into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to Section 4.5(a) the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and Section 4.5(b)in accordance with, the terms of the Merger Agreement.

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 issued and outstanding shares record of Harbor Marathon Oil Common Stock as of the Record Date (excluding treasury shares held by Harbor and any Date, other than in respect of shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata share of the aggregate shares of Spinco Marathon Oil Common Stock held in treasury by Harbor 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 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)Record Date. (c) At or prior Marathon Oil will direct the Agent to determine, as soon as is practicable after the Distribution TimeDate, Harbor shall deliver the number of fractional shares, if any, of Marathon Petroleum Common Stock allocable to the Agent evidence of Spinco each record holder entitled to receive Marathon Petroleum Common Stock in book-entry form being distributed 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 holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b)holders.

The Distribution. (a) Upon the terms and subject Subject to Section 2.03, on or prior to the conditions of this AgreementDistribution Date, following consummation the Company will instruct the Agent to set aside 2,000,000 of the authorization shares of Spinco SRM Common Stock pursuant to Section 4.2(a), be issued to the Harbor Contribution, Company in the payment Separation for the benefit of holders of shares of common stock of the Special Dividend Company and certain warrants issued in the Additional Special Dividend Company’s July 2021 offering (if applicablethe “July Warrants”) and on a record date to be determined by the effectuation of Company (the Intercompany Debt Repayment, Harbor shall declare and “Record Date”) to effect the Distribution, in accordance with Section 4.5(c)and shall cause the Agent to distribute, to each holder of issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the aggregate number “Record Holder”) or designated transferee or transferees of shares any Record Holder by way of Spinco Common Stock held by Harbor direct registration in book-entry form. The Distribution shall be effective as of the Distribution Time, the “Harbor Share Number”)Date. (b) Any fractional Each Record Holder will be entitled to receive in the Distribution a number of whole shares of Spinco SRM Common Stock that would otherwise be issuable equal 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 the number of shares of Spinco Common Stock equal common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to such aggregate numberbe determined by the Company, rounded up to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to Until the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution TimeDate, Harbor shall deliver SRM will regard the individuals or entities entitled to the Agent evidence receive such shares of Spinco SRM Common Stock in book-entry form being distributed in the Distribution for the account of the accordance with this Section 3.04 as record holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence shares of Spinco SRM Common Stock in book-entry form for accordance with the account terms of the Distribution without requiring any action on the part of such holders individuals or entities. SRM agrees that, subject to any transfers of Harbor Common Stock pending the Merger. Immediately such shares, from and after the Distribution Time Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and prior to the Effective Time of the Mergerexercise voting rights and all other rights and privileges with respect to, the shares of Spinco SRM 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 of Harbor Common Stock such holder, and (ii) each such holder will be entitled, without any action on the Record Date (excluding treasury shares held by Harbor and any other shares part of Harbor Common Stock otherwise held by a member such holder, to receive evidence of the Harbor Group) all ownership of the shares of Spinco SRM Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b)then held by such holder.

The Distribution. (a) Upon Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation including Section 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 authorization issued and outstanding shares of Spinco CS&L Common Stock pursuant necessary 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 External Distribution, in accordance with Section 4.5(c)(ii) the External Distribution shall be effective at the Effective Time, and (iii) WHI shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Effective Time, to each holder of issued and outstanding shares record of Harbor WHI Common Stock as of the Record Date Date, by means of a pro rata distribution, one (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata 1) share of the aggregate shares of Spinco CS&L Common Stock held by Harbor as of the Distribution Time (the aggregate Stock, or such other number of shares of Spinco CS&L Common Stock held as shall have been agreed to by Harbor as the Parties and set forth in the Information Statement, for every one (1) share of WHI Common Stock so held. Following the Distribution TimeDate, CS&L agrees to provide all book-entry transfer authorizations for shares of CS&L Common Stock that WHI or the “Harbor Share Number”)Distribution Agent shall require in order to effect the External Distribution. (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 Spinco Common Stock equal to such aggregate numberNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, rounded to the nearest whole numberWHI 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. HarborIN ADDITION, SpincoWHI 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, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)INCLUDING BY ACCELERATING OR DELAYING THE TIMING OF THE CONSUMMATION OF ALL OR PART OF THE DISTRIBUTION. (c) At or prior to The Parties agree that this Agreement constitutes a “plan of reorganization” within the Distribution Time, Harbor shall deliver to the Agent evidence meaning of Spinco Common Stock in bookTreasury Regulations Sections 1.368-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a2(g) and Section 4.5(b1.368-3(a).

The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.2 shall be taken on the Distribution Date. (a) Upon ADP shall effect the Distribution by causing all of the issued and outstanding shares of Broadridge Common Stock beneficially owned by ADP to be distributed to record holders of shares of 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 of set forth in 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 issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Each record holder 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor ADP Common Stock on the Record Date (excluding or such holder’s designated transferee or transferees), other than in respect of shares of ADP Common Stock held in the treasury of ADP, will be entitled to receive in the Distribution, one (1) share of Broadridge Common Stock with respect to every four (4) shares of ADP Common Stock held by Harbor and any other such record holder on the Record Date. ADP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Harbor Broadridge Common Stock otherwise held by a member to each such record holder or designated transferee(s) of such holder of record. (c) ADP shall direct the Harbor Group) all Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of the shares fractional shares, if any, of Spinco Broadridge Common Stock distributed allocable to each holder of record of ADP Common Stock entitled to receive Broadridge Common Stock in the Distribution pursuant and to Section 4.5(apromptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder’s ratable share of the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. (d) Any Broadridge Common Stock or cash in lieu of fractional shares with respect to Broadridge Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Broadridge. Broadridge shall hold such Broadridge Common Stock and/or cash for the account of such holder of record and Section 4.5(b)any such holder of record shall look only to Broadridge for such Broadridge Common Stock and/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property laws.

The Distribution. (a) Upon Subject to Sections 2.5(b) and 2.5(c) and to the other terms and subject to the conditions of this Agreement, following consummation of CPC shall instruct the authorization of Spinco Common Stock pursuant Agent to Section 4.2(a)distribute, 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 issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Date, one share of shares of Spinco Corn Products 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 every four shares of Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 CPC Common Stock held by holders of record of Harbor CPC Common Stock on the Distribution Record Date. (b) No distribution of Corn Products Common Stock shall be made with respect to shares of restricted CPC Common Stock issued pursuant to the Stock Plans. As permitted by the Stock Plans, in lieu of such distribution, the number of shares of restricted CPC Common Stock held by each person who is an employee of the CPC Group on the day following the Effective Date (excluding treasury shall be adjusted by multiplying the number of shares held by Harbor such employee on the Distribution Record Date by a fraction, the numerator of which is the average of the high and any other low prices of CPC Common Stock on the NYSE for each of the ten trading days immediately prior to the first day on which there is trading in CPC Common Stock on a post-Distribution basis and the denominator of which is the 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 no adjustment shall be made if the foregoing fraction yields a result which is less than one (1). Shares of restricted CPC Common Stock held by each person who is an employee of the Corn Products Group on the day after the Effective Date shall be converted into restricted shares of Harbor Corn Products Common Stock otherwise pursuant to the Employee Benefits Agreement. (c) No distribution of Corn Products Common Stock shall be made with respect to shares of CPC Common Stock owned by the Rabbi Trusts if the Rabbi Trusts shall have waived the right to receive such distribution. In lieu of such distribution, and in consideration for such 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 shall be equal to the number obtained by multiplying the number of shares held by the Rabbi Trusts on the Distribution Record Date by a member fraction, the numerator of which is the average of the Harbor Group) all high and low prices of CPC Common Stock on the NYSE for each of the shares of Spinco ten trading days immediately prior to the first day on which there is trading in CPC Common Stock distributed 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 no adjustment shall be made if the Distribution pursuant to Section 4.5(a) and Section 4.5(bforegoing 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 8.01 and at the sole and absolute discretion of Ralcorp, on the Distribution Date, Ralcorp shall effect the Distribution and shall cause the Agent to distribute to each holder of record of shares of Ralcorp Common Stock as of the Record Date (other than with respect to shares of Ralcorp Common Stock held in treasury by Ralcorp) by means of a pro rata dividend of one Post Share for every shares of Ralcorp Common Stock (the “Distribution Ratio”) held of record by such holder as of the Record Date (the “Distribution”); provided, however, that any fractional Distributed Post Shares shall be treated as provided in Section 4.05(c). (b) Upon the terms and subject to the conditions of this Agreement, following consummation 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 issued and outstanding shares record of Harbor Ralcorp Common Stock as of the Record Date (excluding treasury shares held by Harbor and any Date, other than in respect of shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata share of the aggregate shares of Spinco Ralcorp Common Stock held in treasury by Harbor Ralcorp, will be entitled to receive in the Distribution one share of Post Common Stock for every shares of Ralcorp Common Stock held of record by such record holder 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)Record Date. (c) At or prior Ralcorp will direct the Agent to determine, as soon as is practicable after the Distribution TimeDate, Harbor shall deliver the number of fractional shares, if any, of Post Common Stock allocable to the Agent evidence of Spinco each record holder entitled to receive Post Common Stock in book-entry form being distributed 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 Post Common Stock or cash in lieu of fractional shares with respect to Post Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered to Post. Post will hold the Post Common Stock or cash for the account of such record holder, and any record holder will look only to Post for the Post Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property laws. Ralcorp expressly waives any claim to any Post Common Stock or cash in lieu of fractional shares to be transferred to Post pursuant to this Section 4.05(d) and, if received, will transfer such Post Common Stock and cash in lieu of fractional shares to Post for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b)holders.

The Distribution. (a) Upon the terms and subject to the conditions of this Agreement, following consummation of the authorization of Spinco Common Stock pursuant Subject to Section 4.2(a)3.03, 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 issued and outstanding shares of Harbor Common Stock as of Conexant Board will establish the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately prior to the Effective Time by delivery to the Distribution Agent, for the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata share of the aggregate shares of Spinco Common Stock held by Harbor Conexant) as of the Distribution Time (Record Date, of a number of shares of Washington Common Stock equal to the aggregate number of shares of Spinco Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Harbor Conexant) issued and outstanding as of the Record Date, and Conexant will instruct the Distribution Time, Agent to make book-entry credits on the “Harbor Share Number”Distribution Date or as soon thereafter as practicable in the name of each holder of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) as of the Record Date for a number of shares of Washington Common Stock equal to the number of shares of Conexant Common Stock or Conexant Series B Preferred Stock so held by such holder of record as of the Record Date. The Distribution will be deemed to be effective as of the Time of Distribution upon written authorization from Conexant to the Distribution Agent to proceed as set forth in this Section 3.01(a). (b) Any fractional In addition, Conexant will instruct the Distribution Agent to make book-entry credits on the Distribution Date or as soon thereafter as practicable in the name of (i) each holder of record of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) as 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 the Record Date for a number of shares of Spinco Washington Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued Philsar Exchangeable Shares so held by such holder of record as of the Harbor Share Number, Record Date and (ii) Conexant for the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)Performance Plan Shares. (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Time of Distribution Time and prior to the Effective Time of the MergerTime, the shares of Spinco Washington Common Stock shall not be transferable and the Agent transfer agent for the Washington Common Stock shall not transfer any shares of Spinco Washington Common Stock. The , except that the Distribution shall be deemed to be effective upon written authorization from Harbor Agent, on behalf of the holders of Washington Common Stock, may exchange such shares for shares of Alpha Common Stock as provided by Section 3.2 of the Merger Agreement in connection with the Merger. (d) Conexant and Washington each will provide to the Distribution Agent all information (including information necessary to proceed, after the receipt of which the Agent shall then distribute by make appropriate book-entry transfer credits) and share certificates, in respect each case, as may be required in order to (i) complete the Distribution on the basis of the outstanding shares one share of Harbor Washington Common Stock held by holders for each share of record of Harbor Conexant Common Stock on the Record Date and Conexant Series B Preferred Stock (excluding treasury shares held by Harbor Conexant), (ii) record the holders of Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) issued and any other shares outstanding as of Harbor the Record Date as holders of one share of Washington Common Stock otherwise held by a member for each Philsar Exchangeable Share and (iii) record Conexant as the holder of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b)Performance Plan Shares.

The Distribution. (a) Upon the terms and subject Subject to Section 3.3, on or prior to the conditions of this AgreementEffective Time, following consummation CURB will deliver to the Agent, for the benefit of the authorization of Spinco Common Stock pursuant to Section 4.2(a)Record Holders, the Harbor Contribution, the payment book-entry transfer authorizations for such number of the Special Dividend and the Additional Special Dividend (if applicable) and the effectuation of the Intercompany Debt Repayment, Harbor shall declare and outstanding CURB Shares as is necessary to effect the Distribution, in accordance with Section 4.5(c)and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to (i) distribute at the Effective Time the appropriate whole number of CURB Shares to each holder such Record Holder or designated transferee or transferees of issued such Record Holder by way of direct registration in book-entry form and outstanding shares (ii) receive and hold for and on behalf of Harbor Common Stock as each Record Holder the amount of fractional CURB Shares to which such Record Holder would otherwise be entitled to receive in the Distribution. CURB will not issue paper share certificates in respect of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of CURB Shares. The Distribution shall be effective at the Harbor Group), 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 Effective Time, the “Harbor Share Number”). (b) Any fractional shares of Spinco Common Stock that would otherwise Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be issuable entitled 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth receive in the preceding sentence in lieu of issuing Distribution two CURB Shares for every one SITC Share held by such Record Holder on the Record Date, excluding fractional shares of Spinco Common Stock was not separately bargained-for 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)CURB Shares. (c) At No fractional CURB Shares will be distributed or prior credited to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed accounts in connection with the Distribution, and any such fractional CURB Shares 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 shareholder of CURB. In lieu of any such fractional CURB Shares, each Record Holder who, but for the provisions of this Section 3.4, would be entitled to receive a fractional share interest of a CURB Share pursuant to the Distribution, as applicable, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, SITC shall direct the Agent to determine the number of whole and fractional CURB Shares allocable to each Record Holder, to aggregate all such fractional CURB Shares into whole CURB Shares, and to sell the whole CURB Shares obtained thereby in the Distribution open market when, how, and through which broker-dealers as determined in its sole discretion without any influence by SITC or CURB, and to cause to be distributed to each such Record Holder, in lieu of any fractional CURB Share, such Record Holder’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers’ fees and commissions. None of SITC, CURB or the Agent will be required to guarantee any minimum sale price for the account fractional CURB Shares sold in accordance with this Section 3.4(c). Neither SITC nor CURB will be required to pay any interest on the proceeds from the sale of fractional CURB Shares. Neither the holders Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of Harbor Common Stock that are entitled thereto SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 4.5(a3.4(c) and Section 3.4(d), the beneficial owner of SITC Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such SITC Shares. (d) Any CURB Shares or Section 4.5(b). The Agent cash in lieu of fractional CURB Shares with respect to CURB Shares that remain unclaimed by any Record Holder 180 days after the Distribution Date shall be delivered to CURB, and CURB shall hold such evidence of Spinco Common Stock in book-entry form CURB Shares for the account of such holders Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of Harbor Common Stock pending fractional CURB Share interests shall be obligations of CURB, subject in each case to applicable escheat or other abandoned property Laws, and SITC shall have no Liability with respect thereto. (e) Until the Merger. Immediately CURB Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, CURB will regard the Persons entitled to receive such CURB Shares as Record Holders in accordance with the terms of the Distribution Time without requiring any action on the part of such Persons. CURB agrees that, subject to any transfers of such CURB Shares, from and prior to 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 CURB Shares then held by such Record Holder, and (ii) each such Record Holder will be entitled, without any action on the part of such Record Holder, to receive evidence of ownership 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 CURB Shares then distribute by book-entry transfer in respect of the outstanding shares of Harbor Common Stock held by holders of record of Harbor Common Stock on the such Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b)Holder.

The Distribution. (a) Upon Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation including Section 3.3(b), (i) on or prior to the Distribution Date, Penn shall deliver to the Distribution Agent for the benefit of holders of record of Penn Common Shares and Series C on the Record Date book-entry transfer authorizations for such number 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 issued and outstanding shares of Harbor GLPI Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the Effective Time and (iii) Penn shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Effective Time, (A) to each holder of record of Penn Common Shares as of the Record Date Date, by means of a pro rata distribution, [one (excluding treasury shares held by Harbor and any other shares 1)] share of Harbor GLPI Common Stock otherwise for every one (1) Penn Common Share so held by a member and (B) to each holder of the Harbor Group), such that each such holder will receive a pro-rata share record of the aggregate shares of Spinco Common Stock held by Harbor Series C as of the Record Date, by means of a pro rata distribution, [one (1)] share of GLPI Common Stock for every 1/1,000th (one one-thousandth) of a share of Series C. Following the Distribution Time (the aggregate number of Date, GLPI agrees to provide all book-entry transfer authorizations for shares of Spinco GLPI Common Stock held by Harbor as of that Penn or the Distribution Time, Agent shall require in order to effect the “Harbor Share Number”)Distribution. (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 Spinco Common Stock equal to such aggregate numberNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, rounded to the nearest whole numberPENN 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. HarborIN ADDITION, SpincoPENN 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, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)INCLUDING BY ACCELERATING OR DELAYING THE TIMING OF THE CONSUMMATION OF ALL OR PART OF THE DISTRIBUTION. (c) At or prior to The Parties agree that this Agreement constitutes a “plan of reorganization” within the Distribution Time, Harbor shall deliver to the Agent evidence meaning of Spinco Common Stock in bookTreasury Regulation Section 1.368-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b2(g).

The Distribution. (a) Upon To the terms and extent the Distribution includes a Spin-Off, 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 Distributionterms thereof, in accordance with Section 4.5(c3.2(c), each Record Holder (other than Fox or any other member of the Fox Group) will be entitled to receive for each holder share of issued and outstanding shares common stock, par value $0.01 per share, of Harbor Fox (“Fox Common Stock Stock”) held by such Record Holder as of the Record Date a number of shares of Newco Common Stock equal to the total number of shares of Newco Common Stock held by Fox on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Fox Common Stock held by such Record Holder as of the Record Date and the denominator of which is the total number of shares of Fox Common Stock outstanding on the Record Date (excluding treasury Treasury shares held by Harbor Fox and any other shares of Harbor Fox Common Stock otherwise held by a any member of the Harbor Fox Group). To the extent the Distribution is effected as a Spin-Off, such that each such holder will receive prior to the Distribution Date, the Fox Board, in accordance with applicable Law, shall establish (or designate a pro-rata share committee of the aggregate Fox Board to establish) the Record Date for the Distribution and any appropriate procedures in connection with the Spin-Off. To the extent any of the Distribution is effected as an Exchange Offer followed by a Clean-Up Spin-Off of any remaining shares of Spinco Newco Common Stock to be distributed by Fox pursuant to Section 3.2(b), the Fox Board shall set the Record Date as the time on the Distribution Date immediately following the time at which the validly tendered shares of Fox Common Stock are accepted for payment in the Exchange Offer. (b) Subject to the terms and conditions thereof, to the extent any of the Distribution is effected as an Exchange Offer, each Fox shareholder may elect in the Exchange Offer to exchange a number of shares of Fox Common Stock held by Harbor such Fox stockholder for shares of Newco Common Stock. Subject to applicable securities Laws, Fox shall determine, in its sole discretion, the terms and conditions of the Exchange Offer, including the exchange ratio (including any discount to the reference price of shares of Ainge Common Stock), the timing of the offer period and any extensions thereto, and other customary provisions, each as will be set forth in the Newco Registration Statement (as defined below) and Schedule TO (as defined below); provided, however, that except to the extent required by applicable Law, the maximum number of days that the Exchange Offer may be extended following satisfaction of the conditions to Closing set forth in Section 6 and Section 7 of the Merger Agreement (other than consummation of the transactions contemplated by this Agreement and satisfaction of those conditions to be satisfied as of the Closing Date, provided that such conditions are capable of being satisfied at such date) shall be the earlier of (i) twenty (20) Business Days and (ii) the latest date that would permit the Distribution Time Date to occur prior to the End Date in compliance with all applicable Laws. Before filing the Newco Registration Statement, the Schedule TO or any amendments or supplements thereto, or comparable documents under securities or state “blue sky” Laws of any jurisdiction, Fox and/or Newco (as applicable) will furnish to Ainge and its counsel copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable comment of Ainge and its counsel, and, before filing any such document, Fox and/or Newco (as applicable) shall reasonably consider any changes thereto that Ainge and its counsel shall reasonably request. (c) Subject to Section 3.1, the terms and conditions of any Clean-Up Spin-Off shall be as determined by Fox in its sole discretion; provided, however, that: (i) any shares of Newco Common Stock that are not subscribed for in the Exchange Offer must be distributed to Fox’s shareholders in the Clean-Up Spin-Off and (ii) subject to any applicable Law or stock exchange requirement, the Clean-Up Spin-Off shall take place on the Distribution Date immediately following the consummation of the Exchange Offer and the Record Date for the Clean-Up Spin-Off shall be established as of such date in the same manner as provided in Section 3.2(a). (d) In the event of a Spin-Off or Clean-Up Spin-Off, 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 Newco Common Stock such stockholder is entitled to in the Distribution. For stockholders of Fox who own shares of Fox Common Stock through a broker or other nominee, their shares of Newco Common Stock will be credited to their respective accounts by such broker or nominee. (e) Upon the consummation of the Distribution, Fox shall deliver to the Exchange Agent a book-entry authorization representing the shares of Newco Common Stock being transferred in the Distribution, for the account of Fox’s stockholders that are entitled thereto, and any other information reasonably requested by the Exchange Agent. The Exchange Agent shall hold book-entry shares for the account of Fox’s stockholders pending the Merger. In no event shall 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 Spinco Common Stock. In the event that after giving effect to this Section 4.5(b) the aggregate number of shares of Spinco Newco Common Stock issued to and distributed in the Harbor Stockholders is greater than Distribution exceed the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 Newco Common Stock held by holders Fox on the Distribution Date. (f) The Parties shall keep each other reasonably informed with respect to the transactions contemplated by this Section 3.2 in order to coordinate the timing of record such transactions to the extent reasonably practicable and desirable and otherwise consistent with the other provisions of Harbor this Section 3.2. (g) Neither of the Parties, and none of their respective Affiliates, will be liable to any Person in respect of any shares of Newco Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by or dividends or distributions with respect thereto) that are properly delivered to a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution public official pursuant to Section 4.5(a) and Section 4.5(b)any applicable abandoned property, escheat or similar Law.

The Distribution. (a) 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)Reclassification, 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 Verizon shall declare and effect pay the Distribution, in accordance with Section 4.5(c), Distribution consisting of: (i) to each holder the holders of issued and outstanding shares of Harbor Verizon Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member Date, such percentage of the Harbor Group), 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 total number of shares of Spinco Common Stock held by Harbor Verizon as of the time of the Distribution Timeas is equal to a fraction, the “Harbor Share Number”).numerator of which is the total number of shares of Verizon Common Stock held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (bii) Any fractional to the holders of shares of Spinco Verizon Common Stock that would otherwise be issuable to a Harbor Stockholder who acquired such Verizon Common Stock pursuant to Section 4.5(a) shall be aggregated and the exercise of Record Date Options, such Harbor Stockholder shall be issued in respect percentage of all such fractional shares a the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to such aggregate numbera fraction, rounded to the nearest whole number. Harbor, Spinco, Voyager and numerator of which is the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 Spinco Common Stock. In the event that after giving effect to this Section 4.5(b) the aggregate total number of shares of Spinco Verizon Common Stock issued held by such holders that were acquired pursuant to the Harbor Stockholders is greater than the number exercise of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At Record Date Options on or prior to the Distribution Time, Harbor shall deliver to Date and the Agent evidence denominator of Spinco Common Stock in book-entry form being distributed in which is the Distribution for the account number of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the MergerTotal Verizon Shares. Immediately after the Distribution Time and prior to Distribution, at the Effective Time of the MergerTime, the all such shares of Spinco Common Stock shall not be transferable and converted into the Agent shall not transfer any right to receive shares of Spinco Company Common Stock. The Distribution shall be deemed to be effective upon written authorization from Harbor to Stock pursuant to, and in accordance with the Agent to proceedterms of, after the receipt of Merger Agreement, immediately following which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Harbor Verizon Common Stock held by (x) holders of record of Harbor Verizon Common Stock on the Record Date and (excluding treasury shares held by Harbor and any other y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Harbor Company Common Stock otherwise held by a member of the Harbor Group) all of into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to Section 4.5(a) the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to, and Section 4.5(b).in accordance with, the terms of the Merger Agreement. Table of Contents

The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.2 shall be taken on the Distribution Date. (a) Upon ADP shall effect the Distribution by causing all of the issued and outstanding shares of Dealer Common Stock beneficially owned by ADP to be distributed to record holders of shares of 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 of set forth in 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 issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Each record holder 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor ADP Common Stock on the Record Date (excluding or such holder’s designated transferee or transferees), other than in respect of shares of ADP Common Stock held in the treasury of ADP, will be entitled to receive in the Distribution, one (1) share of Dealer Common Stock with respect to every three (3) shares of ADP Common Stock held by Harbor and any other such record holder on the Record Date. ADP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Harbor Dealer Common Stock otherwise held by a member to each such record holder or designated transferee(s) of such holder of record. (c) ADP shall direct the Harbor Group) all Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of the shares fractional shares, if any, of Spinco Dealer Common Stock distributed allocable to each holder of record of ADP Common Stock entitled to receive Dealer Common Stock in the Distribution pursuant and to Section 4.5(apromptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder’s ratable share of the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. (d) Any Dealer Common Stock or cash in lieu of fractional shares with respect to Dealer Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Dealer at its request. Dealer shall hold such Dealer Common Stock and/or cash for the account of such holder of record and Section 4.5(b)any such holder of record shall look only to Dealer for such Dealer Common Stock and/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property Laws.

The Distribution. (a) Upon the terms and subject Subject to Section 4.03, on or prior to the conditions Record Date, AT&T will deliver to the Agent for the benefit of this holders of record of AT&T Common Stock on the Record Date, a single stock certificate, endorsed by AT&T in blank, representing the shares of AT&T Broadband Common Stock issuable in the Distribution (which, together with the shares to be issued pursuant to the Exchange Agreement, following consummation shall constitute all of the authorization shares of Spinco AT&T Broadband Common Stock outstanding as of the Distribution Date), and shall cause the transfer agent for the shares of AT&T Common Stock to instruct the Agent to hold in trust (pending conversion of such shares of AT&T Broadband Common Stock into shares of Parent Common Stock pursuant to the AT&T Broadband Merger) the appropriate number of such shares of AT&T Broadband Common Stock (as set forth in Section 4.2(a4.01(b)) for each such holder or designated transferee or transferees of such holder. For avoidance of doubt, 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 AT&T will not be considered a holder of issued and outstanding shares record of Harbor AT&T Common Stock as of the Record Date (excluding treasury shares held by Harbor and with respect to any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata share of the aggregate shares of Spinco AT&T 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”)in its treasury. (b) Any fractional shares of Spinco Common Stock that would otherwise be issuable to a Harbor Stockholder pursuant Subject to Section 4.5(a) shall be aggregated and such Harbor Stockholder shall be issued in respect 4.03, each holder of all such fractional shares a number of shares of Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor AT&T Common Stock on the Record Date (excluding treasury or such holder's designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of AT&T Broadband Common Stock equal to the number of shares of AT&T Common Stock held by Harbor such holder on the Record Date; PROVIDED, that no holder of AT&T Common Stock having purported to exercise rights pursuant to Section 910 of the NYBCL in respect of such holder's shares of AT&T Common Stock shall be entitled to receive AT&T Broadband Common Stock in the Distribution. (c) AT&T Broadband and AT&T, as the case may be, will provide to the Agent all share certificates and any other shares of Harbor Common Stock otherwise held by a member information reasonably required in order to complete the Distribution on the basis specified above. (d) Immediately prior to the Record Date, each of the Harbor GroupAT&T Broadband Subsidiaries, in exchange (the "SUBSIDIARY PREFERRED STOCK EXCHANGE") for all of the shares of Spinco AT&T Subsidiary Preferred Stock held by such AT&T Broadband Subsidiary immediately prior to the Subsidiary Preferred Stock Exchange, will receive from AT&T a number of shares of AT&T Broadband Common Stock distributed (or, if AT&T and AT&T Broadband agree, shares of another class of AT&T Broadband Stock) that has a value equal to the value of the shares of AT&T Subsidiary Preferred Stock so exchanged. (e) At the time of the Distribution, AT&T and AT&T Broadband will comply with their obligations under the Exchange Agreement, including through the transfer of shares of AT&T Broadband Common Stock from AT&T to Microsoft as described therein. (f) If the QUIPS Transfer is to occur, AT&T Broadband and AT&T will effect the QUIPS Transfer. (g) Each of AT&T, and AT&T Broadband agrees that in the Distribution event that any holder of shares of AT&T Common Stock purports to exercise any appraisal rights pursuant to Section 4.5(a) and Section 4.5(b)910 of the NYBCL, the parties will cooperate to appropriately adjust the provisions hereof.

The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.3, the actions set forth in this Section 3.2 shall be taken on the Distribution Date. (a) Upon ADP shall effect the Distribution by causing all of the issued and outstanding shares of Dealer Common Stock beneficially owned by ADP to be distributed to record holders of shares of 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 of set forth in 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 issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Each record holder 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor ADP Common Stock on the Record Date (excluding or such holder’s designated transferee or transferees), other than in respect of shares of ADP Common Stock held in the treasury of ADP, will be entitled to receive in the Distribution, one (1) share of Dealer Common Stock with respect to every [ ] shares of ADP Common Stock held by Harbor and any other such record holder on the Record Date. ADP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of Harbor Dealer Common Stock otherwise held by a member to each such record holder or designated transferee(s) of such holder of record. (c) ADP shall direct the Harbor Group) all Distribution Agent to determine, as soon as is practicable after the Distribution Date, the number of the shares fractional shares, if any, of Spinco Dealer Common Stock distributed allocable to each holder of record of ADP Common Stock entitled to receive Dealer Common Stock in the Distribution pursuant and to Section 4.5(apromptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder’s ratable share of the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes and after deducting an amount equal to all brokerage charges, commissions and transfer taxes attributed to such sale. (d) Any Dealer Common Stock or cash in lieu of fractional shares with respect to Dealer Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Dealer at its request. Dealer shall hold such Dealer Common Stock and/or cash for the account of such holder of record and Section 4.5(b)any such holder of record shall look only to Dealer for such Dealer Common Stock and/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property Laws.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 8.01 and at the sole and absolute discretion of Ralcorp, on the Distribution Date, Ralcorp shall effect the Distribution and shall cause the Agent to distribute to each holder of record of shares of Ralcorp Common Stock as of the Record Date (other than with respect to shares of Ralcorp Common Stock held in treasury by Ralcorp) by means of a pro rata dividend of one Post Share for every two shares of Ralcorp Common Stock (the “Distribution Ratio”) held of record by such holder as of the Record Date (the “Distribution”); provided, however, that any fractional Distributed Post Shares shall be treated as provided in Section 4.05(c). (b) Upon the terms and subject to the conditions of this Agreement, following consummation 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 issued and outstanding shares record of Harbor Ralcorp Common Stock as of the Record Date (excluding treasury shares held by Harbor and any Date, other than in respect of shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata share of the aggregate shares of Spinco Ralcorp Common Stock held in treasury by Harbor Ralcorp, will be entitled to receive in the Distribution one share of Post Common Stock for every two shares of Ralcorp Common Stock held of record by such record holder 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)Record Date. (c) At or prior Ralcorp will direct the Agent to determine, as soon as is practicable after the Distribution TimeDate, Harbor shall deliver the number of fractional shares, if any, of Post Common Stock allocable to the Agent evidence of Spinco each record holder entitled to receive Post Common Stock in book-entry form being distributed 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 Post Common Stock or cash in lieu of fractional shares with respect to Post Common Stock that remains unclaimed by any record holder 180 days after the Distribution Date will be delivered to Post. Post will hold the Post Common Stock or cash for the account of such record holder, and any record holder will look only to Post for the Post Common Stock or cash, if any, in lieu of fractional shares, subject in each case to applicable escheat or other abandoned property laws. Ralcorp expressly waives any claim to any Post Common Stock or cash in lieu of fractional shares to be transferred to Post pursuant to this Section 4.05(d) and, if received, will transfer such Post Common Stock and cash in lieu of fractional shares to Post for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b)holders.

The Distribution. (a) 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 In connection with the Distribution, in accordance with Section 4.5(c)(i) on or prior to the Distribution Date, Spinco shall issue to each holder of issued and outstanding shares of Harbor Common Stock WDC, as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group)stock dividend, such that each such holder will receive a pro-rata share number of the aggregate shares of Spinco Common Stock held by Harbor (or WDC and Spinco shall take or cause to be taken such other appropriate actions to ensure that WDC has the requisite number of shares of Spinco Common Stock) as of will be required so that the Distribution Time (the aggregate total number of shares of Spinco Common Stock held by Harbor as of WDC immediately prior to the Distribution Time, is equal to 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 total number of shares of Spinco Common Stock equal to such aggregate number, rounded distributable in the Distribution divided by 80.1%. (b) Subject to the nearest whole numberterms and conditions hereof, each Record Holder (other than WDC or any other member of the WDC Group) shall be entitled to receive for each share of common stock, par value $0.01 per share, of WDC (“WDC Common Stock”) held by such Record Holder as of the Record Date one-third (1/3) of one share of Spinco Common Stock. Harbor, Spinco, Voyager and 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 Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu applicable number of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents (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. For stockholders of WDC who own shares of WDC Common Stock through a mechanical rounding off for purposes of avoiding the expense and inconvenience to Spinco that would otherwise be caused by the issuance of fractional broker or other nominee, their shares of Spinco Common StockStock will be credited to their respective accounts by such broker or nominee. (c) Pursuant to the Distribution, WDC shall distribute 80.1% of the Spinco Common Stock owned by WDC, which will be 80.1% of the Spinco Common Stock outstanding immediately prior to the Distribution. In the no event that after giving effect to this Section 4.5(b) shall the aggregate number of shares of Spinco Common Stock issued to and distributed in the Harbor Stockholders is greater than Distribution exceed 80.1% of the number of shares of Spinco Common Stock to be issued as held by WDC on the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)Distribution Date. (cd) At or prior Notwithstanding anything herein to the Distribution Timecontrary, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution Time and prior to the Effective Time of the Merger, the no fractional shares of Spinco Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Spinco. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.1(c) would be transferable entitled to receive a fractional share interest of Spinco Common Stock pursuant to the Distribution, shall be paid cash, as hereinafter provided. WDC shall instruct the distribution agent to determine the number of whole shares and fractional shares of Spinco Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and any applicable transfer Taxes and the Agent costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall not transfer occur as soon after the Distribution as practicable as determined by the distribution agent. None of WDC, Spinco or the distribution agent shall guarantee any minimum sale price for such fractional shares. Neither WDC nor Spinco shall pay any interest on the proceeds from the sale of fractional shares. The distribution agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the distribution agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of WDC or Spinco. (e) 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. The Distribution shall be deemed to be effective upon written authorization from Harbor to the Agent to proceed, after the receipt Stock (or dividends or distributions with respect thereto) or cash in lieu 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the fractional shares of Spinco Common Stock distributed (in the Distribution accordance with Section 3.1(c)) that, in each case, are properly delivered to a public official pursuant to Section 4.5(a) and Section 4.5(b)any applicable abandoned property, escheat or similar Law.

The Distribution. (a) 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)Reclassification, 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 Verizon shall declare and effect pay the Distribution, in accordance with Section 4.5(c), Distribution consisting of:‌ (i) to each holder the holders of issued and outstanding shares of Harbor Verizon Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member Date, such percentage of the Harbor Group), 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 total number of shares of Spinco Common Stock held by Harbor Verizon as of the time of the Distribution Timeas is equal to a fraction, the “Harbor Share Number”).numerator of which is the number of Total Verizon Shares held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (bii) Any fractional to the holders of shares of Spinco Verizon Common Stock that would otherwise be issuable to a Harbor Stockholder who acquired such Verizon Common Stock pursuant to Section 4.5(a) shall be aggregated and the exercise of Record Date Options, such Harbor Stockholder shall be issued in respect percentage of all such fractional shares a the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to such aggregate numbera fraction, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu numerator of issuing fractional shares of Spinco Common Stock was not separately bargained-for 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 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 issued to the Harbor Stockholders which is greater than the number of shares Total Verizon Shares held by such holders that were acquired pursuant to the exercise of Spinco Common Stock to be issued as Record Date Options and the Harbor Share Number, denominator of which is the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) Total Verizon Shares. At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution Time and prior to the Effective Time of (as defined in the MergerMerger Agreement), the all such shares of Spinco Common Stock shall not be transferable and converted into the Agent shall not transfer any right to receive shares of Spinco Company Common Stock. The Distribution shall be deemed to be effective upon written authorization from Harbor to Stock pursuant to, and in accordance with the Agent to proceedterms of, after the receipt of Merger Agreement, immediately following which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Harbor Verizon Common Stock held by (x) holders of record of Harbor Verizon Common Stock on the Record Date and (excluding treasury shares held by Harbor and any other y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Harbor Company Common Stock otherwise held by a member of the Harbor Group) all of into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to Section 4.5(a) and Section 4.5(b)the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to the terms of the Merger Agreement.

The Distribution. (a) Upon ALTISOURCE shall cooperate with OCWEN to accomplish the Distribution and shall, at the direction of OCWEN, promptly take any and all actions necessary or desirable to effect the Distribution. OCWEN shall select any manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for OCWEN. OCWEN and ALTISOURCE, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution. (b) Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation (i) on or prior to the Distribution Date, OCWEN shall deliver to the Agent for the benefit of holders of record as of the authorization Distribution Date of Spinco all the shares of OCWEN Common Stock pursuant that were outstanding on the Record Date, including any Person 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 whom any holder of issued and outstanding shares of Harbor OCWEN Common Stock as of the Record Date Transfers, after the Record Date but prior to the Distribution Date, such shares of OCWEN Common Stock (excluding treasury all such holders of record as of the Distribution Date, the “Record Holders”), all the issued and outstanding shares held of ALTISOURCE Common Stock then owned by Harbor and OCWEN or any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group)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, to each Record Holder (or such that each Record Holder’s bank or brokerage firm on such holder will receive a proRecord Holder’s behalf) electronically, by direct registration in book-rata entry form, one share of the aggregate ALTISOURCE Common Stock for every three shares of Spinco OCWEN Common Stock held by Harbor as of 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 Time (the aggregate number of shares of Spinco Common Stock held by Harbor as of Date. On or immediately following the Distribution TimeDate, 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than Agent will mail an account statement indicating the number of shares of Spinco ALTISOURCE Common Stock to be issued as that have been registered in book-entry form in the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number name of additional each Record Holder that holds physical share certificates representing its shares of Spinco OCWEN Common Stock issued pursuant to this and that is the registered holder of the shares represented by those certificates (and the amount of cash in lieu of fractional shares as provided in Section 4.5(b4.01(c) below). (c) At OCWEN shareholders who, after aggregating the number of shares of ALTISOURCE Common Stock (or prior fractions thereof) to which such shareholder would be entitled on the Distribution TimeRecord Date, Harbor shall deliver would be entitled to the Agent evidence receive a fraction of Spinco a share of ALTISOURCE Common Stock in book-entry form being the Distribution, will receive cash in lieu of fractional shares. Fractional shares of ALTISOURCE Common Stock will not be distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant nor credited to Section 4.5(a) or Section 4.5(b)book-entry accounts. The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately shall, as soon as practicable after the Distribution Time Date (a) determine the number of whole shares and prior to the Effective Time of the Merger, the fractional shares of Spinco ALTISOURCE Common Stock shall not be transferable and the Agent shall not transfer any shares allocable to each other holder 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 record or beneficial owner of which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Harbor OCWEN Common Stock held by holders as of record close of Harbor Common Stock business on the Record Date Date, (excluding treasury b) aggregate all such fractional shares held by Harbor into whole shares and any other sell the whole shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed obtained thereby in the Distribution pursuant to Section 4.5(a) and Section 4.5(b).open market transactions at then prevailing

The Distribution. (a) Upon Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation including Section 3.3(b), (i) on or prior to the Distribution Date, Penn shall deliver to the Distribution Agent for the benefit of holders of record of Penn Common Shares and Series C on the Record Date book-entry transfer authorizations for such number 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 issued and outstanding shares of Harbor GLPI Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the Effective Time and (iii) Penn shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Effective Time, (A) to each holder of record of Penn Common Shares as of the Record Date Date, by means of a pro rata distribution, one (excluding treasury shares held by Harbor and any other shares 1) share of Harbor GLPI Common Stock otherwise for every one (1) Penn Common Share so held by a member and (B) to each holder of the Harbor Group), such that each such holder will receive a pro-rata share record of the aggregate shares of Spinco Common Stock held by Harbor Series C as of the Record Date, by means of a pro rata distribution, one (1) share of GLPI Common Stock for every 1/1,000th (one one-thousandth) of a share of Series C. Following the Distribution Time (the aggregate number of Date, GLPI agrees to provide all book-entry transfer authorizations for shares of Spinco GLPI Common Stock held by Harbor as of that Penn or the Distribution Time, Agent shall require in order to effect the “Harbor Share Number”)Distribution. (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 Spinco Common Stock equal to such aggregate numberNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, rounded to the nearest whole numberPENN 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. HarborIN ADDITION, SpincoPENN 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, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)INCLUDING BY ACCELERATING OR DELAYING THE TIMING OF THE CONSUMMATION OF ALL OR PART OF THE DISTRIBUTION. (c) At or prior to The Parties agree that this Agreement constitutes a “plan of reorganization” within the Distribution Time, Harbor shall deliver to the Agent evidence meaning of Spinco Common Stock in bookTreasury Regulation Section 1.368-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b2(g).

The Distribution. (a) Upon ALTISOURCE shall cooperate with OCWEN to accomplish the Distribution and shall, at the direction of OCWEN, promptly take any and all actions necessary or desirable to effect the Distribution. OCWEN shall select any manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for OCWEN. OCWEN and ALTISOURCE, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution. (b) Subject to the terms and subject to the conditions of set forth in this Agreement, following consummation (i) on or prior to the Distribution Date, OCWEN shall deliver to the Agent for the benefit of holders of record as of the authorization Distribution Date of Spinco all the shares of OCWEN Common Stock pursuant that were outstanding on the Record Date, including any Person 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 whom any holder of issued and outstanding shares of Harbor OCWEN Common Stock as of the Record Date Transfers, after the Record Date but prior to the Distribution Date, such shares of OCWEN Common Stock (excluding treasury all such holders of record as of the Distribution Date, the “Record Holders”), all the issued and outstanding shares held of ALTISOURCE Common Stock then owned by Harbor and OCWEN or any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group)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, to each Record Holder (or such that each Record Holder’s bank or brokerage firm on such holder will receive a proRecord Holder’s behalf) electronically, by direct registration in book-rata entry form, one share of the aggregate ALTISOURCE Common Stock for every three shares of Spinco OCWEN Common Stock held by Harbor as of 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 Time (the aggregate number of shares of Spinco Common Stock held by Harbor as of Date. On or immediately following the Distribution TimeDate, 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than Agent will mail an account statement indicating the number of shares of Spinco ALTISOURCE Common Stock to be issued as that have been registered in book-entry form in the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number name of additional each Record Holder that holds physical share certificates representing its shares of Spinco OCWEN Common Stock issued pursuant to this and that is the registered holder of the shares represented by those certificates (and the amount of cash in lieu of fractional shares as provided in Section 4.5(b4.01(c) below). (c) At OCWEN shareholders who, after aggregating the number of shares of ALTISOURCE Common Stock (or prior fractions thereof) to which such shareholder would be entitled on the Distribution TimeRecord Date, Harbor shall deliver would be entitled to the Agent evidence receive a fraction of Spinco a share of ALTISOURCE Common Stock in book-entry form being the Distribution, will 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 shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of ALTISOURCE Common Stock allocable to each other holder of record or beneficial owner of OCWEN Common Stock as of close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the account benefit of each such beneficial owner, such holder’s or owner’s ratable share of the holders net proceeds of Harbor such sale, based upon the average gross selling price per share of ALTISOURCE Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. OCWEN shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Agent. None of OCWEN, ALTISOURCE or the applicable Agent will guarantee any minimum sale price for the fractional shares of ALTISOURCE Common Stock. Neither OCWEN nor ALTISOURCE will pay any interest on the proceeds from the sale of fractional shares. The Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the selected broker-dealers will be Affiliates of OCWEN or ALTISOURCE. Any ALTISOURCE Common Stock or cash in lieu of fractional shares with respect to ALTISOURCE Common Stock that are entitled thereto pursuant remains unclaimed by any holder of record one hundred-eighty (180) days after the Distribution Date shall be delivered to Section 4.5(a) or Section 4.5(b)ALTISOURCE. The Agent ALTISOURCE shall hold such evidence of Spinco ALTISOURCE Common Stock in book-entry form and/or cash for the account of such holders holder of Harbor record and any such holder of record shall look only to ALTISOURCE for such ALTISOURCE Common Stock pending the Merger. Immediately after the Distribution Time and prior and/or cash, if any, in lieu of fractional share interests, subject in each case 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any applicable escheat or other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b)abandoned property laws.

The Distribution. Subject to the satisfaction or waiver of the conditions set forth in Section 3.03, the actions set forth in this Section 3.02 shall be taken on the Distribution Date. (a) Upon Belo shall effect the Distribution by causing all of the issued and outstanding shares of Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, beneficially owned by Belo to be distributed to record holders of shares of Belo Common Stock as of the Record Date, other than with respect to shares of Belo Common Stock held in the treasury of Belo, by means of a pro rata dividend of such Newspaper Holdco Common Stock, including such rights, to holders of shares of Belo Common Stock, on the terms and subject to the conditions of set forth in 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 issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Each record holder of Spinco Common Stock that would otherwise be issuable to a Harbor Stockholder pursuant to Section 4.5(a(i) shall be aggregated and such Harbor Stockholder shall be issued in respect of all such fractional shares a number of shares of Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Series A Belo Common Stock on the Record Date (excluding or such holder’s designated transferee or transferees), other than in respect of shares of Series A Belo Common Stock held in the treasury of Belo, will be entitled to receive in the Distribution, .20 shares of Series A Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, with respect to every share of Series A Belo Common Stock held by Harbor such record holder on the Record Date, and any (ii) each record holder of Series B Belo Common Stock on the Record Date (or such holder’s designated transferee or transferees), other than in respect of shares Series B Belo Common Stock held in the treasury of Belo, will be entitled to receive in the Distribution, .20 shares of Harbor Series B Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, with respect to every share of Series B Belo Common Stock otherwise held by a member such record holder on the Record Date. The treatment, in connection with the Distribution, of any outstanding Belo stock option or restricted share unit will be as specified in the Harbor Group) all Employee Matters Agreement. Belo shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of the shares of Spinco Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, to each such record holder or designated transferee(s) of such holder of record. (c) Belo shall direct the Distribution Agent, to determine, as soon as is practicable after the Distribution Date, the number of fractional shares, if any, of Newspaper Holdco Common Stock distributed allocable to each holder of record of Belo Common Stock entitled to receive Newspaper Holdco Common Stock in the Distribution pursuant and to Section 4.5(apromptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions at the then-prevailing trading prices, and to cause to be distributed to each such holder, in lieu of any fractional share, such holder’s ratable share of the proceeds of such sale, after making appropriate deductions of the amounts required to be withheld for federal income tax purposes. (d) Any Newspaper Holdco Common Stock, including Preferred Share Purchase Rights attached thereto, or cash, in lieu of fractional shares, with respect to Newspaper Holdco Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Newspaper Holdco. Newspaper Holdco shall hold such Newspaper Holdco Common Stock, including Preferred Share Purchase Rights attached thereto, and/or cash for the account of such holder of record and Section 4.5(b)any such holder of record shall look only to Newspaper Holdco for such Newspaper Holdco Common Stock, including Preferred Share Purchase Rights attached thereto, and/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property laws.

The Distribution. (a) 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)Reclassification, 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 Verizon shall declare and effect pay the Distribution, in accordance with Section 4.5(c), Distribution consisting of: (i) to each holder the holders of issued and outstanding shares of Harbor Verizon Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member Date, such percentage of the Harbor Group), 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 total number of shares of Spinco Common Stock held by Harbor Verizon as of the time of the Distribution Timeas is equal to a fraction, the “Harbor Share Number”).numerator of which is the number of Total Verizon Shares held by such holders as of the Record Date and the denominator of which is the number of Total Verizon Shares; and (bii) Any fractional to the holders of shares of Spinco Verizon Common Stock that would otherwise be issuable to a Harbor Stockholder who acquired such Verizon Common Stock pursuant to Section 4.5(a) shall be aggregated and the exercise of Record Date Options, such Harbor Stockholder shall be issued in respect percentage of all such fractional shares a the total number of shares of Spinco Common Stock held by Verizon as of the time of the Distribution as is equal to such aggregate numbera fraction, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu numerator of issuing fractional shares of Spinco Common Stock was not separately bargained-for 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 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 issued to the Harbor Stockholders which is greater than the number of shares Total Verizon Shares held by such holders that were acquired pursuant to the exercise of Spinco Common Stock to be issued as Record Date Options and the Harbor Share Number, denominator of which is the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) Total Verizon Shares. At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution Time and prior to the Effective Time of (as defined in the MergerMerger Agreement), the all such shares of Spinco Common Stock shall not be transferable and converted into the Agent shall not transfer any right to receive shares of Spinco Company Common Stock. The Distribution shall be deemed to be effective upon written authorization from Harbor to Stock pursuant to, and in accordance with the Agent to proceedterms of, after the receipt of Merger Agreement, immediately following which the Agent shall then distribute by book-entry transfer in respect of the outstanding shares of Harbor Verizon Common Stock held by (x) holders of record of Harbor Verizon Common Stock on the Record Date and (excluding treasury shares held by Harbor and any other y) persons who acquired Verizon Common Stock pursuant to the exercise of Record Date Options, all of the shares of Harbor Company Common Stock otherwise held by a member of the Harbor Group) all of into which the shares of Spinco Common Stock that would otherwise be distributed in the Distribution have been converted pursuant to Section 4.5(a) and Section 4.5(b)the Merger. The Agent shall make cash payments in lieu of any fractional shares resulting from the conversion of Spinco Common Stock into Company Common Stock in the Merger pursuant to the terms of the Merger Agreement.

The Distribution. (a) 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 issued and outstanding shares of Harbor Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), 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 Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b).. ARTICLE V

The Distribution. (a) Upon the terms and subject Subject to Section 4.03, on or prior to the conditions Record Date, AT&T will deliver to the Agent for the benefit of this holders of record of AT&T Common Stock on the Record Date, a single stock certificate, endorsed by AT&T in blank, representing the shares of AT&T Broadband Common Stock issuable in the Distribution (which, together with the shares to be issued pursuant to the Exchange Agreement, following consummation shall constitute all of the authorization shares of Spinco AT&T Broadband Common Stock outstanding as of the Distribution Date), and shall cause the transfer agent for the shares of AT&T Common Stock to instruct the Agent to hold in trust (pending conversion of such shares of AT&T Broadband Common Stock into shares of Parent Common Stock pursuant to the AT&T Broadband Merger) the appropriate number of such shares of AT&T Broadband Common Stock (as set forth in Section 4.2(a4.01(b)) for each such holder or designated transferee or transferees of such holder. For avoidance of doubt, 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 AT&T will not be considered a holder of issued and outstanding shares record of Harbor AT&T Common Stock as of the Record Date (excluding treasury shares held by Harbor and with respect to any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata share of the aggregate shares of Spinco AT&T 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”)in its treasury. (b) Any fractional shares of Spinco Common Stock that would otherwise be issuable to a Harbor Stockholder pursuant Subject to Section 4.5(a) shall be aggregated and such Harbor Stockholder shall be issued in respect 4.03, each holder of all such fractional shares a number of shares of Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution 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 of Harbor AT&T Common Stock on the Record Date (excluding treasury or such holder's designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of AT&T Broadband Common Stock equal to the number of shares of AT&T Common Stock held by Harbor such holder on the Record Date; provided, that no holder of AT&T Common Stock having purported to exercise rights pursuant to Section 910 of the NYBCL in respect of such holder's shares of AT&T Common Stock shall be entitled to receive AT&T Broadband Common Stock in the Distribution. (c) AT&T Broadband and AT&T, as the case may be, will provide to the Agent all share certificates and any other shares of Harbor Common Stock otherwise held by a member information reasonably required in order to complete the Distribution on the basis specified above. (d) Immediately prior to the Record Date, each of the Harbor GroupAT&T Broadband Subsidiaries, in exchange (the "Subsidiary Preferred Stock Exchange") for all of the shares of Spinco AT&T Subsidiary Preferred Stock held by such AT&T Broadband Subsidiary immediately prior to the Subsidiary Preferred Stock Exchange, will receive from AT&T a number of shares of AT&T Broadband Class A Common Stock (or, if AT&T and AT&T Broadband agree, shares of another class of AT&T Broadband stock) that has a value equal to the value of the shares of AT&T Subsidiary Preferred Stock so exchanged. The shares of AT&T Broadband Class A Common Stock to be issued pursuant to the preceding sentence shall be on the terms set forth in Exhibit I. Subject to the preceding sentence, AT&T Broadband agrees to amend its certificate of incorporation prior to the Subsidiary Preferred Stock Exchange to create the shares of AT&T Broadband Class A Common Stock necessary to effect the Subsidiary Preferred Stock Exchange. AT&T Broadband agrees that it shall not, and shall not permit any AT&T Broadband Subsidiary to, sell, dispose of or otherwise transfer any of the shares of AT&T Broadband Class A Common Stock that it receives as a result of the Subsidiary Preferred Stock Exchange, except upon conversion of such shares pursuant to Article 4 of the Merger Agreement. (e) Immediately prior to the Record Date, each of the AT&T Subsidiaries (other than AT&T Broadband and the AT&T Broadband Subsidiaries), in exchange (the "Communications Subsidiary Preferred Stock Exchange") for all of the shares of AT&T Subsidiary Preferred Stock held by such AT&T Subsidiary immediately prior to the Communications Subsidiary Preferred Stock Exchange, will receive from AT&T a number of shares of New AT&T Subsidiary Preferred Stock (or, if AT&T and AT&T Broadband agree, shares of another class of AT&T stock) that has a value equal to the value of the shares of AT&T Subsidiary Preferred Stock so exchanged. The shares of New AT&T Subsidiary Preferred Stock to be issued pursuant to the preceding sentence shall be on the terms set forth in Exhibit J. Subject to the preceding sentence, AT&T agrees to file a certificate of designation prior to the Communications Subsidiary Preferred Stock Exchange to create the shares of New AT&T Subsidiary Preferred Stock necessary to effect the Communications Subsidiary Preferred Stock Exchange. (f) At the time of the Distribution, AT&T and AT&T Broadband will comply with their obligations under the Exchange Agreement, including through the transfer of shares of AT&T Broadband Common Stock from AT&T to Microsoft as described therein. (g) If the QUIPS Transfer is to occur, AT&T Broadband and AT&T will effect the QUIPS Transfer. (h) Each of AT&T, and AT&T Broadband agrees that in the event that any holder of shares of AT&T Common Stock purports to exercise any appraisal rights pursuant to Section 910 of the NYBCL, the parties will cooperate to appropriately adjust the provisions hereof. (i) AT&T agrees that it will take all actions necessary to cancel (i) any shares of AT&T Broadband stock (or any securities exercisable, exchangeable or convertible therefor) owned or held by it or any of its Subsidiaries immediately offer the Distribution so that the only outstanding shares of AT&T Broadband stock are (A) the shares of AT&T Broadband Common Stock distributed to the holders of AT&T Common Stock in the Distribution Distribution, (B) the shares of AT&T Broadband Common Stock delivered to Microsoft in the QUIPS Exchange, and (C) the shares of AT&T Broadband Class A Common Stock held by AT&T Broadband Subsidiaries and (ii) any shares of AT&T Broadband Common Stock issued in respect of restricted AT&T Common Stock which pursuant to Section 4.5(a) and Section 4.5(b)the Employee Benefits Agreement will be represented by or converted into AT&T restricted stock units after the Distribution.

The Distribution. (a) Upon Subject to the terms and subject to the conditions of this Agreementhereof, following consummation each Record Holder (other than WDC or any other member of the authorization WDC Group) shall be entitled to receive for each share of Spinco common stock, par value $0.01 per share, of WDC (“WDC Common Stock pursuant to Section 4.2(a), the Harbor Contribution, the payment of the Special Dividend and the Additional Special Dividend (if applicableStock”) 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 issued and outstanding shares of Harbor Common Stock held by such Record Holder as of the Record Date one-third (excluding treasury shares held by Harbor and any other shares 1/3) of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder will receive a pro-rata one share of the aggregate shares of Spinco Common Stock held Stock. No action by Harbor as of any Record Holder shall be necessary for such Record Holder (or such Record Holder’s designated transferee or transferees) to receive the Distribution Time (the aggregate applicable number of shares of Spinco Common Stock held (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. For stockholders of WDC who own shares of WDC Common Stock through a broker or other nominee, their shares of Spinco Common Stock will be credited to their respective accounts by Harbor as of the Distribution Time, the “Harbor Share Number”)such broker or nominee. (b) Any fractional shares Pursuant to the Distribution, WDC shall distribute 80.1% of the Spinco Common Stock that would otherwise owned by WDC, which will be issuable to a Harbor Stockholder pursuant to Section 4.5(a) shall be aggregated and such Harbor Stockholder shall be issued in respect 80.1% of all such fractional shares a number of shares of the Spinco Common Stock equal to such aggregate number, rounded outstanding immediately prior to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing fractional shares of Spinco Common Stock was not separately bargained-for consideration but merely represents a 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 Spinco Common StockDistribution. In the no event that after giving effect to this Section 4.5(b) shall the aggregate number of shares of Spinco Common Stock issued to and distributed in the Harbor Stockholders is greater than Distribution exceed 80.1% of the number of shares of Spinco Common Stock to be issued as held by WDC on the Harbor Share Number, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b)Distribution Date. (c) At or prior Notwithstanding anything herein to the Distribution Timecontrary, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account of such holders of Harbor Common Stock pending the Merger. Immediately after the Distribution Time and prior to the Effective Time of the Merger, the no fractional shares of Spinco Common Stock shall be issued in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Spinco. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.1(c) would be transferable entitled to receive a fractional share interest of Spinco Common Stock pursuant to the Distribution, shall be paid cash, as hereinafter provided. WDC shall instruct the distribution agent to determine the number of whole shares and fractional shares of Spinco Common Stock allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests and to distribute to each such Record Holder his, her or its ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and any applicable transfer Taxes and the Agent costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall not transfer occur as soon after the Distribution as practicable as determined by the distribution agent. None of WDC, Spinco or the distribution agent shall guarantee any minimum sale price for such fractional shares. Neither WDC nor Spinco shall pay any interest on the proceeds from the sale of fractional shares. The distribution agent shall have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the distribution agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of WDC or Spinco. (d) Neither of the Parties, and none of their respective Affiliates, will be liable to any Person in respect of 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 Stock (or dividends or distributions with respect thereto) or cash in lieu 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 of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the fractional shares of Spinco Common Stock distributed (in the Distribution accordance with Section 3.1(c)) that, in each case, are properly delivered to a public official pursuant to Section 4.5(a) and Section 4.5(b)any applicable abandoned property, escheat or similar Law.

The Distribution. (a) Upon the terms Subject to SECTION 2.03 and subject SECTION 7.07 hereof, prior to the conditions of this AgreementDistribution Date, following consummation ▇▇▇▇▇▇▇ shall deliver to the Agent, for the benefit of the authorization holders of Spinco record of ▇▇▇▇▇▇▇ Common Stock pursuant on the Record Date, one or more stock certificates, endorsed by ▇▇▇▇▇▇▇ in blank, representing all of the then outstanding shares of Hussmann Common Stock owned by ▇▇▇▇▇▇▇, and shall instruct the Agent on the Distribution Date either to Section 4.2(a)distribute in certificated form, or make book-entry credits for, the Harbor Contributionappropriate number of such shares of Hussmann 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 ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ 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 Hussmann Common Stock for every ___ shares of ▇▇▇▇▇▇▇ 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 Hussmann Separated Employee, the payment shares of Hussmann Common Stock and Midas Common Stock distributed in the Distribution in (b) The Distribution shall be effective as of the Special Dividend and close of business, New York time, on the Additional Special Dividend Distribution Date. (if applicablec) and the effectuation No certificates representing fractional shares of the Intercompany Debt Repayment, Harbor Hussmann Common Stock shall declare and effect be distributed in the Distribution. Holders that request or receive delivery of physical certificates representing Hussmann Common Stock in the Distribution and holders that would receive less than one whole share of Hussmann Common Stock in the Distribution will receive cash in lieu of any fractional shares. As soon as practicable after the Distribution Date, in accordance with Section 4.5(c), ▇▇▇▇▇▇▇ shall instruct the Agent to determine the number of fractional shares of Hussmann Common Stock allocable to each holder of issued and outstanding shares record of Harbor ▇▇▇▇▇▇▇ Common Stock as of the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group), such that each such holder who will receive cash in lieu of a pro-rata fractional share of the Hussmann Common Stock, to 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 and sell the whole shares of Spinco Common obtained thereby on the New York Stock equal Exchange or otherwise, in each case at then prevailing trading prices, and to cause to be distributed to each such aggregate numberholder, rounded to the nearest whole number. Harbor, Spinco, Voyager and the Voyager Stockholders’ Representative acknowledge and agree that the conversion set forth in the preceding sentence in lieu of issuing any fractional shares of Spinco Common Stock was not separately bargained-for 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 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 issued to the Harbor Stockholders is greater than the number of shares of Spinco Common Stock to be issued as the Harbor Share Numbershare, the Harbor Share Number shall be deemed to be amended to include such number of additional shares of Spinco Common Stock issued pursuant to this Section 4.5(b). (c) At or prior to the Distribution Time, Harbor shall deliver to the Agent evidence of Spinco Common Stock in book-entry form being distributed in the Distribution for the account holder's ratable share of the holders of Harbor Common Stock that are entitled thereto pursuant to Section 4.5(a) or Section 4.5(b). The Agent shall hold such evidence of Spinco Common Stock in book-entry form for the account proceeds 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 proceedsale, after the receipt of which the Agent shall then distribute by book-entry deducting an amount equal to all brokerage charges, commissions and transfer in respect of the outstanding shares of Harbor Common Stock held by holders of record of Harbor Common Stock on the Record Date (excluding treasury shares held by Harbor and any other shares of Harbor Common Stock otherwise held by a member of the Harbor Group) all of the shares of Spinco Common Stock distributed in the Distribution pursuant taxes attributed to Section 4.5(a) and Section 4.5(b)such sale.