Common use of The Distribution Clause in Contracts

The Distribution. (a) Subject to Section 2.03, on or prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry form. The Distribution shall be effective as of the Distribution Date. (b) Each Record Holder will be entitled to receive in the Distribution a number of whole shares of SRM Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole number. (c) Until the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Common Stock then held by such holder.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 2.038.1 and at the sole and absolute discretion of Marathon Oil, on or prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to Date Marathon Oil shall effect the Distribution, Distribution and shall cause the Agent to distribute, distribute to each holder of record of shares of Marathon Oil Common Stock as of the Distribution Date, the appropriate number of whole Record Date (other than with respect to shares of SRM Marathon Oil Common Stock to each such holder 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 “Record HolderDistribution Ratio”) or designated transferee or transferees held of any Record Holder record by way of direct registration in book-entry form. The Distribution shall be effective such holder as of the Distribution DateRecord Date (the “Distribution”); provided, however, that any fractional Marathon Petroleum Shares shall be treated as provided in Section 4.5(c). (b) Each Upon the terms and subject to the conditions of this Agreement, each holder of record of Marathon Oil Common Stock as of the Record Holder Date, other than in respect of shares of Marathon Oil Common Stock held in treasury by Marathon Oil, will be entitled to receive in the Distribution a number one share of whole Marathon Petroleum Common Stock for every two shares of SRM Marathon Oil Common Stock equal to the number held of shares of common stock record by such record holder as of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole numberDate. (c) Until Marathon Oil will direct the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable lawAgent to determine, from and as soon as is practicable after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares number of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such fractional shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable onof Marathon Petroleum Common Stock allocable to each record holder entitled to receive Marathon Petroleum Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holders, in open market transactions or otherwise, at the then-prevailing trading prices, and exercise voting rights 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 other rights brokerage charges, commissions and privileges transfer taxes attributed to such sale. (d) Any Marathon Petroleum Common Stock or cash in lieu of fractional shares with respect to, the shares of SRM to Marathon Petroleum Common Stock then held 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 (ii) each such 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 entitledtransferred to Marathon Petroleum pursuant to this Section 4.5(d) and, without any action on if received, will transfer such Marathon Petroleum Common Stock and cash in lieu of fractional shares to Marathon Petroleum for the part of such holder, to receive evidence of ownership account of the shares of SRM Common Stock then held by such holderrecord holders.

The Distribution. (a) Subject to the terms and conditions set forth in this Agreement, including Section 2.033.3(b), (i) on or prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued WHI shall deliver to the Company in the Separation Distribution Agent for the benefit of holders of record of WHI Common Stock on the Record Date book-entry transfer authorizations for such number of the issued and outstanding shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) CS&L Common Stock necessary to effect the External Distribution, (ii) the External Distribution shall be effective at the Effective Time, and (iii) WHI shall cause instruct the Distribution Agent to distribute, on or as soon as practicable after the Effective Time, to each holder of record of WHI Common Stock as of the Record Date, by means of a pro rata distribution, one (1) share of CS&L Common Stock, or such other number of shares of CS&L Common Stock as shall have been agreed to by the Parties and set forth in the Information Statement, for every one (1) share of WHI Common Stock so held. Following the Distribution Date, the appropriate number of whole shares of SRM Common Stock CS&L agrees to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in provide all book-entry form. The Distribution shall be effective as transfer authorizations for shares of CS&L Common Stock that WHI or the Distribution DateAgent shall require in order to effect the External Distribution. (b) Each Record Holder will be entitled to receive in the Distribution a number of whole shares of SRM Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the CompanyNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, rounded up 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. IN ADDITION, WHI MAY AT ANY TIME AND FROM TIME TO TIME UNTIL THE COMPLETION OF THE DISTRIBUTION DECIDE TO ABANDON THE DISTRIBUTION OR MODIFY OR CHANGE THE TERMS OF THE DISTRIBUTION, INCLUDING BY ACCELERATING OR DELAYING THE TIMING OF THE CONSUMMATION OF ALL OR PART OF THE DISTRIBUTION. (c) Until The Parties agree that this Agreement constitutes a “plan of reorganization” within the shares meaning of SRM Common Stock are duly transferred in accordance with this Section 3.04 Treasury Regulations Sections 1.368-2(g) and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Common Stock then held by such holder1.368-3(a).

The Distribution. (a) Subject Upon the terms and subject to the conditions of this Agreement, following consummation of the authorization of Spinco Common Stock pursuant to Section 2.034.2(a), on 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 DateTime, the Company will instruct Harbor shall deliver to the Agent to set aside 2,000,000 evidence of the shares of SRM Spinco Common Stock to be issued to the Company in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry formform 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 as 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 Distribution Date. (b) Each Record Holder will be entitled to receive in the Distribution a number of whole outstanding shares of SRM Harbor Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder holders of record of Harbor Common Stock on the Record Date multiplied (excluding treasury shares held by the distribution ratio to be determined by the Company, rounded up to the nearest whole number. (c) Until the Harbor and any other shares of SRM Harbor Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms otherwise held by a member of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (iHarbor Group) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Spinco Common Stock then held by such holderdistributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b).

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 2.03, on or prior to the Distribution Date3.03, the Company will instruct the Agent to actions set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company forth in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry form. The Distribution this Section 3.02 shall be effective as of taken on the Distribution Date. (a) 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 set forth in this Agreement. (b) Each record holder of AXP Common Stock on the Record Holder Date (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 a number Distribution, one (1) share of whole Ameriprise Common Stock with respect to every five (5) shares of SRM AXP Common Stock equal held by such record holder on the Record Date. AXP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of common stock Ameriprise Common Stock to each such record holder or designated transferee(s) of the Company or shares such holder of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole numberrecord. (c) Until AXP shall direct the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable lawDistribution Agent, from and to determine, as soon as is practicable after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares number of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such fractional shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable onof Ameriprise Common Stock allocable to each holder of record of AXP Common Stock entitled to receive Ameriprise Common Stock in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by 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. (iid) each 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 will be entitled, without of record and any action on the part such holder of record shall look only to Ameriprise for such holder, to receive evidence of ownership of the shares of SRM Ameriprise Common Stock then held by such holderand/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property laws.

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

The Distribution. (a) Subject To the extent the Distribution includes a Spin-Off, subject to the terms thereof, in accordance with Section 2.033.2(c), each Record Holder (other than Fox or any other member of the Fox Group) will be entitled to receive for each share of common stock, par value $0.01 per share, of Fox (“Fox Common 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 or 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 shares held by Fox and any shares of Fox Common Stock otherwise held by any member of the Fox Group). To the extent the Distribution is effected as a Spin-Off, prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 Fox Board, in accordance with applicable Law, shall establish (or designate a committee of the 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 SRM Newco Common Stock to be issued 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 Company terms and conditions thereof, to the extent any of the Distribution is effected as an Exchange Offer, each Fox shareholder may elect in the Separation for the benefit of holders Exchange Offer to exchange a number of shares of common stock Fox Common Stock held by 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 Company 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 certain warrants issued any extensions thereto, and other customary provisions, each as will be set forth in the Company’s July 2021 offering Newco Registration Statement (as defined below) and Schedule TO (as defined below); provided, however, that except to the “July Warrants”) on a record date 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 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 Company 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”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 effect 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, and Fox shall cause deliver to the Exchange Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in a book-entry formauthorization 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 Newco Common Stock issued and distributed in the Distribution shall be effective as exceed the number of shares of Newco Common Stock held by Fox on the Distribution Date. (bf) Each Record Holder will be entitled to receive in the Distribution a number of whole shares of SRM Common Stock equal The Parties shall keep each other reasonably informed with respect to the number transactions contemplated by this Section 3.2 in order to coordinate the timing of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up transactions to the nearest whole numberextent reasonably practicable and desirable and otherwise consistent with the other provisions of this Section 3.2. (cg) Until Neither of the Parties, and none of their respective Affiliates, will be liable to any Person in respect of any shares of SRM Newco Common Stock (or dividends or distributions with respect thereto) that are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled properly delivered to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject a public official pursuant to any transfers of such sharesapplicable abandoned property, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Common Stock then held by such holderescheat or similar Law.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 2.038.01 and at the sole and absolute discretion of Ralcorp, on or prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to Ralcorp shall effect the Distribution, Distribution and shall cause the Agent to distribute, distribute to each holder of record of shares of Ralcorp Common Stock as of the Distribution Date, the appropriate number of whole Record Date (other than with respect to shares of SRM Ralcorp Common Stock to each such holder held in treasury by Ralcorp) by means of a pro rata dividend of one Post Share for every shares of Ralcorp Common Stock (the “Record HolderDistribution Ratio”) or designated transferee or transferees held of any Record Holder record by way of direct registration in book-entry form. The Distribution shall be effective such holder as of the Distribution DateRecord Date (the “Distribution”); provided, however, that any fractional Distributed Post Shares shall be treated as provided in Section 4.05(c). (b) Each Upon the terms and subject to the conditions of this Agreement, each holder of record of Ralcorp Common Stock as of the Record Holder Date, other than in respect of shares of Ralcorp Common Stock held in treasury by Ralcorp, will be entitled to receive in the Distribution a number one share of whole Post Common Stock for every shares of SRM Ralcorp Common Stock equal to the number held of shares of common stock record by such record holder as of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole numberDate. (c) Until Ralcorp will direct the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable lawAgent to determine, from and as soon as is practicable after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares number of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such fractional shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable onof Post Common Stock allocable to each record holder entitled to receive Post Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holders, in open market transactions or otherwise, at the then-prevailing trading prices, and exercise voting rights 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 other rights brokerage charges, commissions and privileges transfer taxes attributed to such sale. (d) Any Post Common Stock or cash in lieu of fractional shares with respect to, the shares of SRM to Post Common Stock then held 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 (ii) each such 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 entitledtransferred to Post pursuant to this Section 4.05(d) and, without any action on if received, will transfer such Post Common Stock and cash in lieu of fractional shares to Post for the part of such holder, to receive evidence of ownership account of the shares of SRM Common Stock then held by such holderrecord holders.

The Distribution. (a) Subject to Section 2.033.03, on or the Conexant Board will establish the Record Date and the Distribution Date and authorize Conexant to pay the Distribution immediately prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued Effective Time by delivery to the Company in the Separation Distribution Agent, for the benefit of holders of record of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”held by Conexant) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Record Date, the appropriate of a number of whole shares of SRM Washington Common Stock equal to each such holder the aggregate number of shares of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) issued and outstanding as of the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in Date, and Conexant will instruct the Distribution Agent to make book-entry form. The credits on the Distribution shall be effective 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 Distribution Date. (b) Each Record Holder will be entitled to receive in the Distribution Date for a number of whole shares of SRM Washington Common Stock equal to the number of shares of common stock of the Company Conexant Common Stock or shares of common stock of the Company underlying the July Warrants Conexant Series B Preferred Stock so held by such holder of record as of the Record Holder 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) 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 the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up for a number of shares of Washington Common Stock equal to the nearest whole numbernumber of shares of Philsar Exchangeable Shares so held by such holder of record as of the Record Date and (ii) Conexant for the Performance Plan Shares. (c) Until the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and Immediately after the Time of Distribution Date, SRM will regard and prior to the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect toEffective Time, the shares of SRM Washington Common Stock then shall not be transferable and the transfer agent for the Washington Common Stock shall not transfer any shares of Washington Common Stock, except that the Distribution 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 make appropriate book-entry credits) and share certificates, in each case, as may be required in order to (i) complete the Distribution on the basis of one share of Washington Common Stock for each share of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by such holderConexant), and (ii) each such holder will be entitled, without record the holders of Philsar Exchangeable Shares (excluding shares held by Conexant or any action on the part of such holder, to receive evidence of ownership Conexant Subsidiary) issued and outstanding as of the shares Record Date as holders of SRM one share of Washington Common Stock then held by such holderfor each Philsar Exchangeable Share and (iii) record Conexant as the holder of the Performance Plan Shares.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 2.03, on or prior to the Distribution Date3.3, the Company will instruct the Agent to actions set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company forth in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry form. The Distribution this Section 3.2 shall be effective as of taken on the Distribution Date. (a) StealthGas shall effect the Distribution by causing all of the issued and outstanding shares of Imperial Petroleum Common Shares and Imperial Petroleum Preferred Shares beneficially owned by StealthGas to be distributed to record holders of shares of StealthGas Common Stock as of the Record Date, other than with respect to shares of StealthGas Common Stock held in the treasury of StealthGas, by means of a pro rata dividend of such Imperial Petroleum Common Shares and Imperial Petroleum Preferred Shares to such record holders of shares of StealthGas Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of StealthGas Common Stock on the Record Holder Date (or such holder’s designated transferee or transferees), other than in respect of shares of StealthGas Common Stock held in the treasury of StealthGas, will be entitled to receive in the Distribution a number of whole Distribution, one (1) Imperial Petroleum Common Share with respect to every eight (8) shares of SRM StealthGas Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder record holder on the Record Date multiplied and one (1) Imperial Petroleum Preferred Share with respect to every forty-eight (48) shares of StealthGas Common Stock held by such record holder on the distribution ratio Record Date. StealthGas shall direct the Distribution Agent to be determined by distribute on the Company, rounded up Distribution Date or as soon as reasonably practicable thereafter the appropriate number of Imperial Petroleum Common Shares and Imperial Petroleum Preferred Shares to the nearest whole numbereach such record holder or designated transferee(s) of such holder of record. (c) Until StealthGas shall direct the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable lawDistribution Agent to determine, from and as soon as is practicable after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares number of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such fractional shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable onof Imperial Petroleum Common Shares and Imperial Petroleum Preferred Shares allocable to each holder of record of StealthGas Common Stock entitled to receive Imperial Petroleum Common Shares and Imperial Petroleum Preferred Shares, respectively, in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by 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. (iid) each Any Imperial Petroleum Common Shares or Imperial Petroleum Preferred Shares or cash in lieu of fractional shares with respect to Imperial Petroleum Common Shares or Imperial Petroleum Preferred Shares that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Imperial Petroleum. Imperial Petroleum shall hold such Imperial Petroleum Common Shares, Imperial Petroleum Preferred Shares and/or cash for the account of such holder will be entitledof record and any such holder of record shall look only to Imperial Petroleum for such Imperial Petroleum Common Shares, without any action on the part Imperial Petroleum Preferred Shares and/or cash, if any, in lieu of such holderfractional share interests, subject in each case to receive evidence of ownership of the shares of SRM Common Stock then held by such holderapplicable escheat or other abandoned property laws.

The Distribution. (a) Subject to the terms and conditions set forth in this Agreement, including Section 2.033.3(b), (i) on or prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued Penn shall deliver to the Company in the Separation 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 issued and outstanding shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) GLPI Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the Effective Time and (iii) Penn shall cause 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, by means of a pro rata distribution, [one (1)] share of GLPI Common Stock for every one (1) Penn Common Share so held and (B) to each holder of record of 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 Date, the appropriate number of whole shares of SRM Common Stock GLPI agrees to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in provide all book-entry form. The Distribution shall be effective as transfer authorizations for shares of GLPI Common Stock that Penn or the Distribution DateAgent shall require in order to effect the Distribution. (b) Each Record Holder will be entitled to receive in the Distribution a number of whole shares of SRM Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the CompanyNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, rounded up 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. IN ADDITION, PENN MAY AT ANY TIME AND FROM TIME TO TIME UNTIL THE COMPLETION OF THE DISTRIBUTION DECIDE TO ABANDON THE DISTRIBUTION OR MODIFY OR CHANGE THE TERMS OF THE DISTRIBUTION, INCLUDING BY ACCELERATING OR DELAYING THE TIMING OF THE CONSUMMATION OF ALL OR PART OF THE DISTRIBUTION. (c) Until The Parties agree that this Agreement constitutes a “plan of reorganization” within the shares meaning of SRM Common Stock are duly transferred in accordance with this Treasury Regulation Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Common Stock then held by such holder1.368-2(g).

The Distribution. (a) Subject to Section 2.03, on or prior Sections 2.5(b) and 2.5(c) and to the Distribution Dateother terms and conditions of this Agreement, the Company will CPC shall instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number one share of whole Corn Products Common Stock in respect of every four shares of SRM CPC Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees held by holders of any Record Holder by way record of direct registration in book-entry form. The Distribution shall be effective as of CPC Common Stock on the Distribution Record Date. (b) Each Record Holder will No distribution of Corn Products Common Stock shall be entitled made with respect to receive in the Distribution a number of whole shares of SRM restricted CPC Common Stock equal issued pursuant to the Stock Plans. As permitted by the Stock Plans, in lieu of such distribution, the number of shares of common stock restricted CPC Common Stock held by each person who is an employee of the Company or CPC Group on the day following the Effective Date shall be adjusted by multiplying the number of shares of common stock of the Company underlying the July Warrants held by such Record Holder employee on the Distribution Record Date multiplied by a fraction, the distribution ratio to be determined by numerator of which is the Company, rounded up average of the high and low prices of CPC Common Stock on the NYSE for each of the ten trading days immediately prior to the nearest whole numberfirst 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 Corn Products Common Stock pursuant to the Employee Benefits Agreement. (c) Until the No distribution of Corn Products Common Stock shall be made with respect to shares of SRM CPC Common Stock are duly transferred 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 accordance with this Section 3.04 consideration for such waiver, CPC shall issue and applicable law, from 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 Dateshall be equal to the number obtained by multiplying the number of shares held by the Rabbi Trusts on the Distribution Record Date by a fraction, SRM will regard the individuals or entities entitled to receive such shares numerator of SRM which is the average of the high and 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 accordance with this Section 3.04 as record holders of shares of SRM CPC Common Stock in accordance with on a post-Distribution basis and the terms denominator of which is the average of the Distribution without requiring any action high and low prices of CPC Common Stock on the part NYSE for each of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, ten trading days beginning on the shares of SRM first day on which there is trading in CPC Common Stock then held by such holderon a post-Distribution basis; provided, and however, that no adjustment shall be made if the foregoing fraction yields a result which is less than one (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Common Stock then held by such holder1).

The Distribution. (a) Subject to Section 2.033.3, on or prior to the Distribution DateEffective Time, the Company CURB will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued deliver to the Company in the Separation Agent, for the benefit of holders of shares of common stock the Record Holders, book-entry transfer authorizations for such number of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) outstanding CURB Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the SITC Shares, as the case may be, to instruct the Agent to distribute, as of (i) distribute at the Distribution Date, Effective Time the appropriate whole number of whole shares of SRM Common Stock CURB Shares to each such holder (the “Record Holder”) Holder or designated transferee or transferees of any such Record Holder by way of direct registration in book-entry formform and (ii) receive and hold for and on behalf of 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 CURB Shares. The Distribution shall be effective as of at the Distribution DateEffective Time. (b) Each Subject to Sections 3.3, 3.4(a) and 3.4(c), each Record Holder will be entitled to receive in the Distribution a number of whole shares of SRM Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants two CURB Shares for every one SITC Share held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the CompanyDate, rounded up to the nearest whole numberexcluding fractional CURB Shares. (c) No fractional CURB Shares will be distributed or credited to book-entry 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 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 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 Agent nor the broker-dealers through which the aggregated fractional CURB Shares are sold shall be Affiliates of SITC or CURB. Solely for purposes of computing fractional CURB Share interests pursuant to this Section 3.4(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 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 CURB Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such CURB Shares and cash, if any, in lieu of 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 shares of SRM Common Stock CURB Shares are duly transferred in accordance with this Section 3.04 3.4 and applicable lawLaw, from and after the Distribution DateEffective Time, SRM CURB will regard the individuals or entities Persons entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 CURB Shares as record holders of shares of SRM Common Stock Record Holders in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entitiesPersons. SRM CURB agrees that, subject to any transfers of such sharesCURB Shares, from and after the Distribution Date, Effective Time (i) each such holder will be entitled to receive all dividends, if any, dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock CURB Shares then held by such holderRecord Holder, and (ii) each such holder Record Holder will be entitled, without any action on the part of such holderRecord Holder, to receive evidence of ownership of the shares of SRM Common Stock CURB Shares then held by such holderRecord Holder.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 2.03, on or prior to the Distribution Date3.03, the Company will instruct the Agent to actions set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company forth in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry form. The Distribution this Section 3.02 shall be effective as of taken on the Distribution Date. (a) 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 set forth in this Agreement. (b) Each record holder of (i) Series A Belo Common Stock on the Record Holder Date (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 a number of whole Distribution, .20 shares of SRM 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 equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder record holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole number. (c) Until the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (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 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 held by 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 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 shares of Newspaper Holdco Common Stock, including the Preferred Share Purchase Rights attached thereto, to each such record holder or designated transferee(s) of such holder will 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 allocable to each holder of record of Belo Common Stock entitled to receive Newspaper Holdco Common Stock in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions at the then-prevailing trading prices, and to cause to be entitled, without any action on the part of distributed to each such holder, to receive evidence in lieu of ownership any fractional share, such holder’s ratable share of the shares proceeds of SRM 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 then held 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 holderNewspaper Holdco Common Stock, including Preferred Share Purchase Rights attached thereto, and/or cash for the account of such holder of record and 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) Subject to Section 2.034.03, on or prior to the Distribution Record Date, the Company AT&T will instruct deliver to the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of record of AT&T Common Stock on the Record Date, a single stock certificate, endorsed by AT&T in blank, representing the shares of common stock AT&T Broadband Common Stock issuable in the Distribution (which, together with the shares to be issued pursuant to the Exchange Agreement, shall constitute all of the Company and certain warrants issued in shares of AT&T Broadband Common Stock outstanding as of the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Distribution Date”) to effect the Distribution), and shall cause the transfer agent for the shares of AT&T Common Stock to instruct the Agent to distribute, as hold in trust (pending conversion of such shares of AT&T Broadband Common Stock into shares of Parent Common Stock pursuant to the Distribution Date, AT&T Broadband Merger) the appropriate number of whole such shares of SRM AT&T Broadband Common Stock to (as set forth in Section 4.01(b)) for each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way such holder. For avoidance of direct registration in book-entry form. The Distribution shall doubt, AT&T will not be effective considered a holder of record of AT&T Common Stock as of the Distribution DateRecord Date with respect to any shares of AT&T Common Stock held in its treasury. (b) Each Subject to Section 4.03, each holder of AT&T Common Stock on the Record Holder Date (or such holder's designated transferee or transferees) will be entitled to receive in the Distribution a number of whole shares of SRM AT&T Broadband Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants AT&T Common Stock held by such Record Holder holder on the Record Date multiplied by Date; provided, that no holder of AT&T Common Stock having purported to exercise rights pursuant to Section 910 of the distribution ratio NYBCL in respect of such holder's shares of AT&T Common Stock shall be entitled to be determined by receive AT&T Broadband Common Stock in the Company, rounded up to the nearest whole numberDistribution. (c) Until AT&T Broadband and AT&T, as the case may be, will provide to the Agent all share certificates and any information reasonably required in order to complete the Distribution on the basis specified above. (d) Immediately prior to the Record Date, each of the AT&T Broadband Subsidiaries, in exchange (the "Subsidiary Preferred Stock Exchange") for all of the shares of SRM 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 are duly transferred (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 accordance 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 this 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 3.04 and applicable law910 of the NYBCL, from and after 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 Date, SRM will regard so that the individuals or entities entitled to receive such only outstanding shares of SRM AT&T Broadband stock are (A) the shares of AT&T Broadband Common Stock distributed to the holders of AT&T Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution DateDistribution, (iB) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM AT&T Broadband Common Stock then delivered to Microsoft in the QUIPS Exchange, and (C) the shares of AT&T Broadband Class A Common Stock held by such holder, AT&T Broadband Subsidiaries and (ii) each such holder any shares of AT&T Broadband Common Stock issued in respect of restricted AT&T Common Stock which pursuant to the Employee Benefits Agreement will be entitled, without any action on represented by or converted into AT&T restricted stock units after the part of such holder, to receive evidence of ownership of the shares of SRM Common Stock then held by such holderDistribution.

The Distribution. (a) ALTISOURCE shall cooperate with OCWEN to accomplish the Distribution and shall, at the direction of OCWEN, promptly take any and all actions necessary or desirable to effect the Distribution. OCWEN shall select any manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for OCWEN. OCWEN and ALTISOURCE, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution. (b) Subject to Section 2.03the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, the Company will instruct OCWEN shall deliver to the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of record as of the Distribution Date of all the shares of common stock OCWEN Common Stock that were outstanding on the Record Date, including any Person to whom any holder of shares of OCWEN Common Stock as of the Company and certain warrants issued in Record Date Transfers, after the Company’s July 2021 offering Record Date but prior to the Distribution Date, such shares of OCWEN Common Stock (the “July Warrants”) on a all such holders of record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole “Record Holders”), all the issued and outstanding shares of SRM ALTISOURCE Common Stock then owned by OCWEN or any other member of the OCWEN Group and book-entry transfer authorizations for such shares and (ii) on the Distribution Date, OCWEN shall instruct the Agent to distribute, by means of a pro rata dividend, to each Record Holder (or such holder (the “Record Holder”’s bank or brokerage firm on such Record Holder’s behalf) or designated transferee or transferees of any Record Holder electronically, by way of direct registration in book-entry form, one share of ALTISOURCE Common Stock for every three shares of OCWEN Common Stock held by such Record Holder, subject to Section 4.01(c) below. The Distribution shall be effective as of at 11:59 p.m. New York City time on the Distribution Date. (b) Each Record Holder will be entitled to receive in . On or immediately following the Distribution a number of whole shares of SRM Common Stock equal to Date, the Agent will mail an account statement indicating the number of shares of common stock ALTISOURCE Common Stock that have been registered in book-entry form in the name of each Record Holder that holds physical share certificates representing its shares of OCWEN Common Stock and that is the registered holder of the Company or shares represented by those certificates (and the amount of common stock cash in lieu of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole numberfractional shares as provided in Section 4.01(c) below). (c) Until OCWEN shareholders who, after aggregating the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders number of shares of SRM ALTISOURCE Common Stock in accordance with the terms of the Distribution without requiring any action (or fractions thereof) to which such shareholder would be entitled on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Record Date, (i) each such holder will would be entitled to receive all dividendsa fraction of a share of ALTISOURCE Common Stock in the Distribution, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the will receive cash in lieu of fractional shares. Fractional shares of SRM ALTISOURCE Common Stock then held by such holderwill 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 (ii) fractional shares of ALTISOURCE Common Stock allocable to each such other holder will be entitled, without any action of record or beneficial owner of OCWEN Common Stock as of close of business on the part of Record Date, (b) aggregate all such holder, to receive evidence of ownership of fractional shares into whole shares and sell the whole shares of SRM Common Stock obtained thereby in open market transactions at then held by such holder.prevailing

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

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

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

The Distribution. (a) Subject to Section 2.03In connection with the Distribution, (i) on or prior to the Distribution Date, the Company will instruct the Agent Spinco shall issue to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders WDC, as a stock dividend, such number of shares of common stock Spinco Common Stock (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 will be required so that the total number of shares of Spinco Common Stock held by WDC immediately prior to the Distribution is equal to the total number of shares of Spinco Common Stock distributable in the Distribution divided by 80.1%. (b) Subject to the terms and conditions hereof, each Record Holder (other than WDC or any other member of the Company and certain warrants issued 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. No action by any Record Holder shall be necessary for such Record Holder (or such Record Holder’s designated transferee or transferees) to receive the applicable number of shares of Spinco Common Stock (and, if applicable, cash in lieu of any fractional shares as set forth in Section 3.1(c)) such stockholder is entitled to in the Company’s July 2021 offering Distribution. For stockholders of WDC who own shares of WDC Common Stock through a broker or other nominee, their shares of Spinco Common Stock will be credited to their respective accounts by such broker or nominee. (the “July Warrants”c) on a record date Pursuant to be determined by the Company (the “Record Date”) to effect the Distribution, and WDC shall cause the Agent to distribute, as distribute 80.1% of the Distribution DateSpinco Common Stock owned by WDC, which will be 80.1% of the appropriate Spinco Common Stock outstanding immediately prior to the Distribution. In no event shall the aggregate number of whole shares of SRM Spinco Common Stock to each such holder (issued and distributed in the “Record Holder”) or designated transferee or transferees Distribution exceed 80.1% of any Record Holder the number of shares of Spinco Common Stock held by way of direct registration in book-entry form. The Distribution shall be effective as of WDC on the Distribution Date. (bd) Each Notwithstanding anything herein to the contrary, 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 will would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Spinco. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.1(c) would be entitled to receive in a fractional share interest of Spinco Common Stock pursuant to the Distribution a 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 SRM Spinco Common Stock equal allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the number whole shares obtained thereby in the open market at the then-prevailing prices on behalf of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such each Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole number. (c) Until the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will who otherwise would be entitled to receive all dividendsfractional share interests and to distribute to each such Record Holder his, if anyher or its ratable share of the total proceeds of such sale, payable onafter deducting any Taxes required to be withheld and any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Distribution as practicable as determined by the distribution agent. None of WDC, Spinco or the distribution agent shall guarantee any minimum sale price for 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 exercise voting rights and all other rights and privileges none of their respective Affiliates, will be liable to any Person in respect of any shares of Spinco Common Stock (or dividends or distributions with respect to, the thereto) or cash in lieu of fractional shares of SRM Spinco Common Stock then held by such holder(in accordance with Section 3.1(c)) that, and (ii) in each such holder will be entitledcase, without are properly delivered to a public official pursuant to any action on the part of such holderapplicable abandoned property, to receive evidence of ownership of the shares of SRM Common Stock then held by such holderescheat or similar Law.

The Distribution. (a) ALTISOURCE shall cooperate with OCWEN to accomplish the Distribution and shall, at the direction of OCWEN, promptly take any and all actions necessary or desirable to effect the Distribution. OCWEN shall select any manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for OCWEN. OCWEN and ALTISOURCE, as the case may be, will provide, or cause the applicable member of its Group to provide, to the Agent all share certificates and any information required in order to complete the Distribution. (b) Subject to Section 2.03the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, the Company will instruct OCWEN shall deliver to the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of record as of the Distribution Date of all the shares of common stock OCWEN Common Stock that were outstanding on the Record Date, including any Person to whom any holder of shares of OCWEN Common Stock as of the Company and certain warrants issued in Record Date Transfers, after the Company’s July 2021 offering Record Date but prior to the Distribution Date, such shares of OCWEN Common Stock (the “July Warrants”) on a all such holders of record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole “Record Holders”), all the issued and outstanding shares of SRM ALTISOURCE Common Stock then owned by OCWEN or any other member of the OCWEN Group and book-entry transfer authorizations for such shares and (ii) on the Distribution Date, OCWEN shall instruct the Agent to distribute, by means of a pro rata dividend, to each Record Holder (or such holder (the “Record Holder”’s bank or brokerage firm on such Record Holder’s behalf) or designated transferee or transferees of any Record Holder electronically, by way of direct registration in book-entry form, one share of ALTISOURCE Common Stock for every three shares of OCWEN Common Stock held by such Record Holder, subject to Section 4.01(c) below. The Distribution shall be effective as of at 11:59 p.m. New York City time on the Distribution Date. (b) Each Record Holder will be entitled to receive in . On or immediately following the Distribution a number of whole shares of SRM Common Stock equal to Date, the Agent will mail an account statement indicating the number of shares of common stock ALTISOURCE Common Stock that have been registered in book-entry form in the name of each Record Holder that holds physical share certificates representing its shares of OCWEN Common Stock and that is the registered holder of the Company or shares represented by those certificates (and the amount of common stock cash in lieu of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole numberfractional shares as provided in Section 4.01(c) below). (c) Until OCWEN shareholders who, after aggregating the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders number of shares of SRM ALTISOURCE Common Stock in accordance with the terms of the Distribution without requiring any action (or fractions thereof) to which such shareholder would be entitled on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Record Date, (i) each such holder will would be entitled to receive a fraction of a share of ALTISOURCE Common Stock in 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 dividendssuch fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder’s or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of ALTISOURCE Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. OCWEN shall 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 remains unclaimed by any holder of record one hundred-eighty (180) days after the Distribution Date shall be delivered to ALTISOURCE. ALTISOURCE shall hold such ALTISOURCE Common Stock and/or cash for the account of such holder of record and any such holder of record shall look only to ALTISOURCE for such ALTISOURCE Common Stock and/or cash, if any, payable onin lieu of fractional share interests, and exercise voting rights and all subject in each case to applicable escheat or other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Common Stock then held by such holderabandoned property laws.

The Distribution. (a) Subject to the terms 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. No action by any Record Holder shall be necessary for such Record Holder (or such Record Holder’s designated transferee or transferees) to receive the applicable number of shares of Spinco Common Stock (and, if applicable, cash in lieu of any fractional shares as set forth in Section 2.033.1(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, on their shares of Spinco Common Stock will be credited to their respective accounts by such broker or nominee. (b) Pursuant to the Distribution, WDC shall distribute 80.1% of the Spinco Common Stock owned by WDC, which will be 80.1% of the Spinco Common Stock outstanding immediately prior to the Distribution Date, Distribution. In no event shall the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders aggregate number of shares of common stock Spinco Common Stock issued and distributed in the Distribution exceed 80.1% of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Spinco Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder held by way of direct registration in book-entry form. The Distribution shall be effective as of WDC on the Distribution Date. (bc) Each Notwithstanding anything herein to the contrary, 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 will would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Spinco. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.1(c) would be entitled to receive in a fractional share interest of Spinco Common Stock pursuant to the Distribution a 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 SRM Spinco Common Stock equal allocable to each Record Holder, to aggregate all such fractional shares into whole shares, to sell the number whole shares obtained thereby in the open market at the then-prevailing prices on behalf of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such each Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole number. (c) Until the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will who otherwise would be entitled to receive all dividendsfractional share interests and to distribute to each such Record Holder his, if anyher or its ratable share of the total proceeds of such sale, payable onafter deducting any Taxes required to be withheld and any applicable transfer Taxes and the costs and expenses of such sale and distribution, including brokers fees and commissions. The sales of fractional shares shall occur as soon after the Distribution as practicable as determined by the distribution agent. None of WDC, Spinco or the distribution agent shall guarantee any minimum sale price for 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 exercise voting rights and all other rights and privileges none of their respective Affiliates, will be liable to any Person in respect of any shares of Spinco Common Stock (or dividends or distributions with respect to, the thereto) or cash in lieu of fractional shares of SRM Spinco Common Stock then held by such holder(in accordance with Section 3.1(c)) that, and (ii) in each such holder will be entitledcase, without are properly delivered to a public official pursuant to any action on the part of such holderapplicable abandoned property, to receive evidence of ownership of the shares of SRM Common Stock then held by such holderescheat or similar Law.

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 2.03, on or prior to the Distribution Date3.3, the Company will instruct the Agent to actions set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company forth in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry form. The Distribution this Section 3.2 shall be effective as of taken on the Distribution Date. (a) 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 set forth in this Agreement. (b) Each record holder of ADP Common Stock on the Record Holder Date (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 a number Distribution, one (1) share of whole Dealer Common Stock with respect to every three (3) shares of SRM ADP Common Stock equal held by such record holder on the Record Date. ADP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of common stock Dealer Common Stock to each such record holder or designated transferee(s) of the Company or shares such holder of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole numberrecord. (c) Until ADP shall direct the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable lawDistribution Agent to determine, from and as soon as is practicable after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares number of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such fractional shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable onof Dealer Common Stock allocable to each holder of record of ADP Common Stock entitled to receive Dealer Common Stock in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by 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. (iid) each 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 will be entitled, without of record and any action on the part such holder of record shall look only to Dealer for such holder, to receive evidence of ownership of the shares of SRM Dealer Common Stock then held by such holderand/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 2.03, on or prior to the Distribution Date3.3, the Company will instruct the Agent to actions set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company forth in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry form. The Distribution this Section 3.2 shall be effective as of taken on the Distribution Date. (a) 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 set forth in this Agreement. (b) Each record holder of ADP Common Stock on the Record Holder Date (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 a number Distribution, one (1) share of whole Dealer Common Stock with respect to every [ ] shares of SRM ADP Common Stock equal held by such record holder on the Record Date. ADP shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of common stock Dealer Common Stock to each such record holder or designated transferee(s) of the Company or shares such holder of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole numberrecord. (c) Until ADP shall direct the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable lawDistribution Agent to determine, from and as soon as is practicable after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares number of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such fractional shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable onof Dealer Common Stock allocable to each holder of record of ADP Common Stock entitled to receive Dealer Common Stock in the Distribution and to promptly thereafter aggregate all such fractional shares and sell the whole shares obtained thereby, in open market transactions or otherwise at the then-prevailing trading prices, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by 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. (iid) each 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 will be entitled, without of record and any action on the part such holder of record shall look only to Dealer for such holder, to receive evidence of ownership of the shares of SRM Dealer Common Stock then held by such holderand/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 Section 2.034.03, on or prior to the Distribution Record Date, the Company AT&T will instruct deliver to the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of record of AT&T Common Stock on the Record Date, a single stock certificate, endorsed by AT&T in blank, representing the shares of common stock AT&T Broadband Common Stock issuable in the Distribution (which, together with the shares to be issued pursuant to the Exchange Agreement, shall constitute all of the Company and certain warrants issued in shares of AT&T Broadband Common Stock outstanding as of the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Distribution Date”) to effect the Distribution), and shall cause the transfer agent for the shares of AT&T Common Stock to instruct the Agent to distribute, as hold in trust (pending conversion of such shares of AT&T Broadband Common Stock into shares of Parent Common Stock pursuant to the Distribution Date, AT&T Broadband Merger) the appropriate number of whole such shares of SRM AT&T Broadband Common Stock to (as set forth in Section 4.01(b)) for each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way such holder. For avoidance of direct registration in book-entry form. The Distribution shall doubt, AT&T will not be effective considered a holder of record of AT&T Common Stock as of the Distribution DateRecord Date with respect to any shares of AT&T Common Stock held in its treasury. (b) Each Subject to Section 4.03, each holder of AT&T Common Stock on the Record Holder Date (or such holder's designated transferee or transferees) will be entitled to receive in the Distribution a number of whole shares of SRM AT&T Broadband Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants AT&T Common Stock held by such Record Holder holder on the Record Date multiplied by Date; PROVIDED, that no holder of AT&T Common Stock having purported to exercise rights pursuant to Section 910 of the distribution ratio NYBCL in respect of such holder's shares of AT&T Common Stock shall be entitled to be determined by receive AT&T Broadband Common Stock in the Company, rounded up to the nearest whole numberDistribution. (c) Until AT&T Broadband and AT&T, as the shares of SRM Common Stock are duly transferred case may be, will provide to the Agent all share certificates and any information reasonably required in accordance with this Section 3.04 and applicable law, from and after order to complete the Distribution on the basis specified above. (d) Immediately prior to the Record Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms each of the Distribution without requiring any action on AT&T Broadband Subsidiaries, in exchange (the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i"SUBSIDIARY PREFERRED STOCK EXCHANGE") each such holder will be entitled to receive for all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Common AT&T Subsidiary Preferred Stock then held by such holderAT&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 (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 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.

The Distribution. (a) Subject to the terms and conditions set forth in this Agreement, including Section 2.033.3(b), (i) on or prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued Penn shall deliver to the Company in the Separation 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 issued and outstanding shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) GLPI Common Stock necessary to effect the Distribution, (ii) the Distribution shall be effective at the Effective Time and (iii) Penn shall cause 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, by means of a pro rata distribution, one (1) share of GLPI Common Stock for every one (1) Penn Common Share so held and (B) to each holder of record of 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 Date, the appropriate number of whole shares of SRM Common Stock GLPI agrees to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in provide all book-entry form. The Distribution shall be effective as transfer authorizations for shares of GLPI Common Stock that Penn or the Distribution DateAgent shall require in order to effect the Distribution. (b) Each Record Holder will be entitled to receive in the Distribution a number of whole shares of SRM Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the CompanyNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, rounded up 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. IN ADDITION, PENN MAY AT ANY TIME AND FROM TIME TO TIME UNTIL THE COMPLETION OF THE DISTRIBUTION DECIDE TO ABANDON THE DISTRIBUTION OR MODIFY OR CHANGE THE TERMS OF THE DISTRIBUTION, INCLUDING BY ACCELERATING OR DELAYING THE TIMING OF THE CONSUMMATION OF ALL OR PART OF THE DISTRIBUTION. (c) Until The Parties agree that this Agreement constitutes a “plan of reorganization” within the shares meaning of SRM Common Stock are duly transferred in accordance with this Treasury Regulation Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Common Stock then held by such holder1.368-2(g).

The Distribution. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 2.038.01 and at the sole and absolute discretion of Ralcorp, on or prior to the Distribution Date, the Company will instruct the Agent to set aside 2,000,000 of the shares of SRM Common Stock to be issued to the Company in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to Ralcorp shall effect the Distribution, Distribution and shall cause the Agent to distribute, distribute to each holder of record of shares of Ralcorp Common Stock as of the Distribution Date, the appropriate number of whole Record Date (other than with respect to shares of SRM Ralcorp Common Stock to each such holder 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 “Record HolderDistribution Ratio”) or designated transferee or transferees held of any Record Holder record by way of direct registration in book-entry form. The Distribution shall be effective such holder as of the Distribution DateRecord Date (the “Distribution”); provided, however, that any fractional Distributed Post Shares shall be treated as provided in Section 4.05(c). (b) Each Upon the terms and subject to the conditions of this Agreement, each holder of record of Ralcorp Common Stock as of the Record Holder Date, other than in respect of shares of Ralcorp Common Stock held in treasury by Ralcorp, will be entitled to receive in the Distribution a number one share of whole Post Common Stock for every two shares of SRM Ralcorp Common Stock equal to the number held of shares of common stock record by such record holder as of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder on the Record Date multiplied by the distribution ratio to be determined by the Company, rounded up to the nearest whole numberDate. (c) Until Ralcorp will direct the shares of SRM Common Stock are duly transferred in accordance with this Section 3.04 and applicable lawAgent to determine, from and as soon as is practicable after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares number of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such fractional shares, from and after the Distribution Date, (i) each such holder will be entitled to receive all dividends, if any, payable onof Post Common Stock allocable to each record holder entitled to receive Post Common Stock in the Distribution and to promptly aggregate all the fractional shares and sell the whole shares obtained thereby on behalf of such record holders, in open market transactions or otherwise, at the then-prevailing trading prices, and exercise voting rights 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 other rights brokerage charges, commissions and privileges transfer taxes attributed to such sale. (d) Any Post Common Stock or cash in lieu of fractional shares with respect to, the shares of SRM to Post Common Stock then held 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 (ii) each such 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 entitledtransferred to Post pursuant to this Section 4.05(d) and, without any action on if received, will transfer such Post Common Stock and cash in lieu of fractional shares to Post for the part of such holder, to receive evidence of ownership account of the shares of SRM Common Stock then held by such holderrecord holders.

The Distribution. (a) Subject Upon the terms and subject to the conditions of this Agreement, following consummation of the authorization of Spinco Common Stock pursuant to Section 2.034.2(a), on 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 DateTime, the Company will instruct Harbor shall deliver to the Agent to set aside 2,000,000 evidence of the shares of SRM Spinco Common Stock to be issued to the Company in the Separation for the benefit of holders of shares of common stock of the Company and certain warrants issued in the Company’s July 2021 offering (the “July Warrants”) on a record date to be determined by the Company (the “Record Date”) to effect the Distribution, and shall cause the Agent to distribute, as of the Distribution Date, the appropriate number of whole shares of SRM Common Stock to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder by way of direct registration in book-entry formform 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 as 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 Distribution Date. (b) Each Record Holder will be entitled to receive in the Distribution a number of whole outstanding shares of SRM Harbor Common Stock equal to the number of shares of common stock of the Company or shares of common stock of the Company underlying the July Warrants held by such Record Holder holders of record of Harbor Common Stock on the Record Date multiplied (excluding treasury shares held by the distribution ratio to be determined by the Company, rounded up to the nearest whole number. (c) Until the Harbor and any other shares of SRM Harbor Common Stock are duly transferred in accordance with this Section 3.04 and applicable law, from and after the Distribution Date, SRM will regard the individuals or entities entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 as record holders of shares of SRM Common Stock in accordance with the terms otherwise held by a member of the Distribution without requiring any action on the part of such individuals or entities. SRM agrees that, subject to any transfers of such shares, from and after the Distribution Date, (iHarbor Group) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of SRM Common Stock then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the shares of SRM Spinco Common Stock then held by such holder.distributed in the Distribution pursuant to Section 4.5(a) and Section 4.5(b). ARTICLE V