Common use of The Distribution Clause in Contracts

The Distribution. (a) Subject to Section 3.3, on or prior to the Distribution Date, in connection with the distribution of SpinCo Shares to the holders of Parent Common Stock on the Record Date, Parent will deliver stock certificates, endorsed by Parent in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”), representing sixty percent (60%) of the outstanding and issued SpinCo Shares then owned by Parent. Parent shall instruct the Agent to electronically distribute on the Distribution Date the appropriate number of such SpinCo Shares to each holder or designated transferee or transferees of such holder of issued and outstanding Parent Common Stock on the Record Date in accordance with Section 3.1(b) below. Parent shall cause the Agent to deliver an account statement to each holder of SpinCo Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed in the Distribution will be validly issued, fully paid and non- assessable. (b) Each holder of issued and outstanding Parent Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution one (1) SpinCo Share for every [ ] shares of Parent Common Stock, except that the Agent will not issue any fractional shares of SpinCo and will distribute cash in lieu of fractional shares. All such shares of SpinCo Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. No investment decision or action by any such stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of SpinCo Shares. (c) SpinCo and Parent, as the case may be, will provide to the Agent any and all information required in order to complete the Distribution.

The Distribution. (a) Subject To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 3.32.02(e), each Record Holder will be entitled to receive for each share of Parent Common Stock held by such Record Holder a number of shares of SplitCo Common Stock equal to the total number of shares of SplitCo Common Stock held by Parent on or prior to the Distribution Date, in connection with multiplied by a fraction, the distribution numerator of SpinCo Shares to which is the holders number of shares of Parent Common Stock on held by such Record Holder and the Record Date, denominator of which is the total amount of Parent will deliver stock certificates, endorsed by Parent in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”), representing sixty percent (60%) of the Common Stock outstanding and issued SpinCo Shares then owned by Parent. Parent shall instruct the Agent to electronically distribute on the Distribution Date the appropriate number of such SpinCo Shares to each holder or designated transferee or transferees of such holder of issued and outstanding Parent Common Stock on the Record Date in accordance with Section 3.1(b) below. Parent shall cause the Agent to deliver an account statement to each holder of SpinCo Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed in the Distribution will be validly issued, fully paid and non- assessableDate. (b) Each holder of issued and outstanding Subject to the terms thereof, to the extent the Distribution is effected as an Exchange Offer, each Parent Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive shareholder may elect in the Distribution one (1) SpinCo Share for every [ ] Exchange Offer to exchange a number of shares of Parent Common Stock, except that the Agent will not issue any fractional Stock held by such Parent shareholder for shares of SpinCo SplitCo Common Stock subject to the terms and will distribute cash conditions set forth in lieu of fractional shares. All such shares of SpinCo Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. No investment decision or action by any such stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of SpinCo SharesSplitCo Form 10/S-4. (c) SpinCo Parent and ParentSplitCo, as the case may be, will provide instruct the transfer agent or the Exchange Agent in the Distribution, as applicable, to deduct and withhold from the consideration otherwise required to be distributed pursuant to this Agreement such amounts as are required to be deducted and withheld from such consideration under the Code or any provision of state, local or foreign Tax Law. Any withheld amounts will be treated for all purposes of this Agreement as having been distributed to the Persons otherwise entitled thereto. (d) The terms and conditions of any Clean-Up Spin-Off will be as determined by Parent in its sole discretion, provided that, subject to the terms and conditions of this Agreement, (i) any SplitCo Common Stock that is not subscribed for in the Exchange Offer must be distributed to the Parent’s shareholders in the Clean-Up Spin-Off, and (ii) such Clean-Up Spin-Off must take place on the Distribution Date immediately following the consummation of the Exchange Offer so that Parent may be treated for U.S. federal income Tax purposes as having distributed all of the SplitCo Common Stock to Parent’s shareholders. (e) Upon the consummation of the One-Step Spin-Off or the Exchange Offer, Parent will deliver to the Exchange Agent any and all information required a global certificate representing the SplitCo Common Stock distributed in order the One-Step Spin-Off or exchanged in the Exchange Offer, as the case may be, for the account of the Parent shareholders that are entitled thereto. Upon a Clean-Up Spin-Off, if any, Parent will deliver to complete the DistributionExchange Agent an additional global certificate representing the SplitCo Common Stock distributed in the Clean-Up Spin-Off for the account of the Parent shareholders that are entitled thereto. The Exchange Agent will hold such certificate or certificates, as the case may be, for the account of the Parent shareholders pending the Merger.

The Distribution. (a) Subject To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 3.33.2(f), each Record Holder will be entitled to receive for each share of Parent Common Stock held by such Record Holder a number of shares of Folgers Common Stock equal to the total number of Folgers Common Stock held by Parent on or prior to the Distribution Date, in connection with multiplied by a fraction, the distribution numerator of SpinCo Shares to the holders which is number of Parent Common Stock on held by such Record Holder and the Record Date, denominator of which is the total amount of Parent will deliver stock certificates, endorsed by Parent in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”), representing sixty percent (60%) of the Common Stock outstanding and issued SpinCo Shares then owned by Parent. Parent shall instruct the Agent to electronically distribute on the Distribution Date the appropriate number of such SpinCo Shares to each holder or designated transferee or transferees of such holder of issued and outstanding Parent Common Stock on the Record Date in accordance with Section 3.1(b) below. Parent shall cause the Agent to deliver an account statement to each holder of SpinCo Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed in the Distribution will be validly issued, fully paid and non- assessableDate. (b) Each holder Subject to the terms thereof, to the extent the Distribution is effected as an Exchange Offer, each Parent shareholder may elect in the Exchange Offer to exchange a number of issued and outstanding Parent Common Stock on the Record Date (or held by such holder’s designated transferee or transferees) will Parent shareholder for shares of Folgers Common Stock in such quantities, at such an exchange ratio and subject to such other terms and conditions as may be entitled to receive determined by Parent and set forth in the Distribution one (1) SpinCo Share for every [ ] shares of Parent Common Stock, except that the Agent will not issue any fractional shares of SpinCo and will distribute cash in lieu of fractional shares. All such shares of SpinCo Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. No investment decision or action by any such stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of SpinCo SharesFolgers Form 10/S-4. (c) SpinCo None of the Parties hereto will be liable to any person in respect of any shares of Folgers Common Stock (or dividends or distributions with respect thereto) that are delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (d) Parent and ParentFolgers, as the case may be, will provide be entitled, and may instruct the transfer agent or the exchange agent in the Distribution, as applicable, to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts required to be deducted and withheld with respect to the making of such payments under the Code or any provision of local or foreign Tax Law. Any withheld amounts will be treated for all purposes of this Agreement as having been paid to the persons otherwise entitled thereto. (e) The terms and conditions of any Clean-Up Spin-Off will be as determined by Parent in its sole discretion, subject to the provisions of Section 3.2(a). (f) Upon the consummation of the One-Step Spin-Off or the Exchange Offer, Parent shall deliver to the Exchange Agent any and all information required (as defined in order Section 2.02 of the Transaction Agreement), a global certificate representing the Folgers Common Stock being distributed in the One-Step Spin-Off or exchanged in the Exchange Offer, as the case may be, for the account of the Parent shareholders that are entitled thereto. Upon a Clean-Up Spin-Off, if any, Parent shall deliver to complete the DistributionExchange Agent an additional global certificate representing the Folgers Common Stock being distributed in the Clean-Up Spin-Off for the account of the Parent shareholders that are entitled thereto. The Exchange Agent shall hold such certificate or certificates, as the case may be, for the account of the Parent shareholders pending the Merger, as provided in Article II of the Transaction Agreement.

The Distribution. (a) Subject to Section 3.3, on or prior to the Distribution Date, in connection with the distribution of SpinCo Shares to the holders of Parent Common Stock on the Record Date, Parent will deliver stock certificates, endorsed by Parent in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”), representing sixty percent (60%) of the outstanding and issued SpinCo Shares then owned by Parent. Parent shall instruct the Agent to electronically distribute on the Distribution Date the appropriate number of such SpinCo Shares to each holder or designated transferee or transferees of such holder of issued and outstanding Parent Common Stock on the Record Date in accordance with Section 3.1(b) below. Parent shall cause the Agent to deliver an account statement to each holder of SpinCo Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed in the Distribution will be validly issued, fully paid and non- non-assessable. (b) Each holder of issued and outstanding Parent Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution one (1) SpinCo Share for every [ [____] shares of Parent Common Stock, except that the Agent will not issue any fractional shares of SpinCo and will distribute cash in lieu of fractional shares. All such shares of SpinCo Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. No investment decision or action by any such stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of SpinCo Shares. (c) SpinCo and Parent, as the case may be, will provide to the Agent any and all information required in order to complete the Distribution.

The Distribution. (a) Subject to Section 3.33.4, on or prior to the Distribution Date, in connection with (1) for the benefit of and distribution of SpinCo Shares to the holders of Parent Common Stock ParentCo Shares that are not in the form of ADSs on the Record Date, Parent ParentCo will deliver stock certificates, endorsed by Parent ParentCo in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”)Registrar, representing sixty percent (60%) of all the outstanding SpinCo Distribution Shares, and issued SpinCo Shares then owned by Parent. Parent ParentCo shall instruct the Agent Registrar to electronically distribute on the Distribution Date the appropriate number of such SpinCo Distribution Shares to each such holder or designated transferee or transferees of such holder holder; and (2) for the benefit of issued and outstanding Parent Common Stock distribution to holders of ParentCo ADSs on the Record Date (together with the aforementioned holders of ParentCo Shares, the “Record Holders”), SpinCo, with the assistance of ParentCo if desired, will distribute the ADSs in accordance with Section 3.1(bthe deposit agreement (the “Deposit Agreement”) below. Parent shall cause to be entered into between, among others, SpinCo and the Agent to deliver an account statement to each holder of SpinCo Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed in the Distribution will be validly issued, fully paid and non- assessableDepositary. (b) Each Subject to Sections 3.4 and 3.5, (1) holder of issued ParentCo Shares (including both ParentCo Class A Ordinary Shares and outstanding Parent Common Stock ParentCo Class B Ordinary Shares) that are not in the form of ADSs on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution one (1) SpinCo Share Class A Ordinary Shares for every [ ] shares one ParentCo Share (including both ParentCo Class A Ordinary Share and ParentCo Class B Ordinary Share) it owned on the Record Date; and (2) holder of Parent Common StockParentCo ADSs on the Record Date (or such holder’s desiganted trsnferee or transferees) will be entitled to receive in the Distribution ADSs for every one ParentCo ADS it owned on the Record Date. Immediately following the Distribution, except that the Agent will not issue any fractional shares of SpinCo and will distribute cash in lieu of fractional sharesClass A Ordinary Shares received by ▇▇. All such shares of SpinCo Shares to be so distributed ▇▇▇▇▇▇▇ Tianquan Mo shall be distributed re-designated as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributedClass B Ordinary Shares. No investment decision or action by any such stockholder holder shall be necessary for such stockholder holder (or such stockholderholder’s designated transferee or transferees) to receive the applicable number of SpinCo Distribution Shares. (c) SpinCo and ParentParentCo, as the case may be, will provide to the Agent Registrar and the Depositary any and all information required in order to complete the Distribution.

The Distribution. (a) SpinCo will cooperate with ConAgra to accomplish the Distribution and will, at the direction of ConAgra, use reasonable best efforts to promptly take any and all actions necessary or desirable to effect the Distribution. Each of the Parties will provide, or cause the applicable member of its Group to provide, to the transfer agent or the exchange agent (the “Exchange Agent”) all documents and information required to complete the Distribution. (b) Subject to Section 3.3the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, in connection with for the benefit of and distribution to the Record Holders, ConAgra will deliver to the Exchange Agent all of the issued and outstanding shares of SpinCo Shares to the holders of Parent Common Stock on the Record Date, Parent will deliver stock certificates, endorsed by Parent in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”), representing sixty percent (60%) of the outstanding and issued SpinCo Shares then owned by Parent. Parent shall instruct the Agent to electronically distribute ConAgra and book-entry authorizations for such shares and (ii) on the Distribution Date Date, ConAgra will instruct the appropriate number of such SpinCo Shares Exchange Agent to (A) distribute to each holder or designated transferee or transferees of such holder of issued and outstanding Parent Common Stock on the Record Date in accordance with Section 3.1(b) below. Parent shall cause the Agent to deliver an account statement to each holder of SpinCo Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed in the Distribution will be validly issued, fully paid and non- assessable. (b) Each holder of issued and outstanding Parent Common Stock on the Record Date Holder (or such holderRecord Holder’s designated transferee bank, brokerage firm or transfereesother nominee on such Record Holder’s behalf) will be electronically, by direct registration in book-entry form, the number of whole shares of SpinCo Common Stock to which such Record Holder is entitled to receive in based on the Distribution one Ratio and (1B) SpinCo Share receive and hold for every [ ] shares and on behalf of Parent Common Stockeach Record Holder, except that the Agent will not issue any number of fractional shares of SpinCo and Common Stock to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will distribute cash in lieu be effective at the Distribution Effective Time. On or as soon as practicable after the Distribution Date, the Exchange Agent will mail to each Record Holder an account statement indicating the number of fractional shares. All such whole shares of SpinCo Shares to be so distributed shall be distributed as uncertificated shares Common Stock that have been registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. No investment decision or action by any in such stockholder shall be necessary for such stockholder (or such stockholderRecord Holder’s designated transferee or transferees) to receive the applicable number of SpinCo Sharesname. (c) SpinCo ConAgra and ParentSpinCo, as the case may be, will provide instruct the Exchange Agent, as applicable, to deduct and withhold from the consideration otherwise required to be distributed pursuant to this Agreement such amounts as are required to be deducted and withheld from such consideration under the Code or any provision of state, local or foreign Tax Law. Any withheld amounts will be treated for all purposes of this Agreement as having been distributed to the Agent any and all information required in order to complete the DistributionPersons otherwise entitled thereto.

The Distribution. (a) Subject to Section 3.33.4, on or prior to the Distribution Date, in connection with (1) for the benefit of and distribution of SpinCo Shares to the holders of Parent Common Stock ParentCo Shares that are not in the form of ADSs on the Record Date, Parent ParentCo will deliver stock certificates, endorsed by Parent ParentCo in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”)Registrar, representing sixty percent (60%) of all the outstanding SpinCo Distribution Shares, and issued SpinCo Shares then owned by Parent. Parent ParentCo shall instruct the Agent Registrar to electronically distribute on the Distribution Date the appropriate number of such SpinCo Distribution Shares to each such holder or designated transferee or transferees of such holder holder; and (2) for the benefit of issued and outstanding Parent Common Stock distribution to holders of ParentCo ADSs on the Record Date (together with the aforementioned holders of ParentCo Shares, the “Record Holders”), SpinCo, with the assistance of ParentCo if desired, will distribute the ADSs in accordance with Section 3.1(bthe deposit agreement (the “Deposit Agreement”) below. Parent shall cause to be entered into between, among others, SpinCo and the Agent to deliver an account statement to each holder of SpinCo Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed in the Distribution will be validly issued, fully paid and non- assessableDepositary. (b) Each Subject to Sections 3.4 and 3.5, (1) holder of issued ParentCo Shares (including both ParentCo Class A Ordinary Shares and outstanding Parent Common Stock ParentCo Class B Ordinary Shares) that are not in the form of ADSs on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution one (1) SpinCo Share Class A Ordinary Shares for every [ ] shares one ParentCo Share (including both ParentCo Class A Ordinary Share and ParentCo Class B Ordinary Share) it owned on the Record Date; and (2) holder of Parent Common StockParentCo ADSs on the Record Date (or such holder’s desiganted transferee or transferees) will be entitled to receive in the Distribution ADSs for every one ParentCo ADS it owned on the Record Date. Immediately following the Distribution, except that the Agent will not issue any fractional shares of SpinCo and will distribute cash in lieu of fractional sharesClass A Ordinary Shares received by ▇▇. All such shares of SpinCo Shares to be so distributed ▇▇▇▇▇▇▇ Tianquan Mo shall be distributed re-designated as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributedClass B Ordinary Shares. No investment decision or action by any such stockholder holder shall be necessary for such stockholder holder (or such stockholderholder’s designated transferee or transferees) to receive the applicable number of SpinCo Distribution Shares. (c) SpinCo and ParentParentCo, as the case may be, will provide to the Agent Registrar and the Depositary any and all information required in order to complete the Distribution.

The Distribution. (a) Subject To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 3.31.04(f), each Record Holder will be entitled to receive for each share of Parent Common Stock held by such Record Holder a number of shares of Wimbledon Common Stock equal to the total number of shares of Wimbledon Common Stock held by Parent on or prior to the Distribution Date, in connection with multiplied by a fraction, the distribution numerator of SpinCo Shares to the holders which is number of Parent Common Stock on held by such Record Holder and the Record Date, denominator of which is the total amount of Parent will deliver stock certificates, endorsed by Parent in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”), representing sixty percent (60%) of the Common Stock outstanding and issued SpinCo Shares then owned by Parent. Parent shall instruct the Agent to electronically distribute on the Distribution Date Date. Without limiting the appropriate number generality or effect of any other provision hereof, it is a condition to the completion of the Distribution as a One-Step Spin-Off that Parent shall have given Acquiror at least two Business Days’ notice of such SpinCo Shares election prior to each holder or designated transferee or transferees during the applicable range of such holder of issued and outstanding Parent Common Stock on Target Dates or, if the Record Date in accordance with Section 3.1(b) below. Parent shall cause Closing occurs after the Agent to deliver an account statement to each holder of SpinCo Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed last day in the Distribution will be validly issuedrange of 2012 Target Dates, fully paid and non- assessablethe Closing Date. (b) Each holder Subject to the terms thereof, to the extent the Distribution is effected as an Exchange Offer, each Parent shareholder may elect in the Exchange Offer to exchange a number of issued and outstanding Parent Common Stock on held by such Parent shareholder for shares of Wimbledon Common Stock subject to the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive terms and conditions set forth in the Distribution one (1) SpinCo Share for every [ ] shares of Parent Common Stock, except that the Agent will not issue any fractional shares of SpinCo and will distribute cash in lieu of fractional shares. All such shares of SpinCo Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. No investment decision or action by any such stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of SpinCo SharesWimbledon Form S-1/S-4. (c) SpinCo None of the Parties will be liable to any Person in respect of any shares of Wimbledon Common Stock (or dividends or distributions with respect thereto) that are delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (d) Parent and ParentWimbledon, as the case may be, will provide be entitled, and may instruct the transfer agent or the exchange agent in the Distribution, as applicable, to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts required to be deducted and withheld with respect to the making of such payments under the Code or any provision of local or foreign Tax Law. Any withheld amounts will be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto. (e) The terms and conditions of any Clean-Up Spin-Off will be as determined by Parent in its sole discretion; provided, however, that (i) any Wimbledon Common Stock that is not subscribed for in the Exchange Offer must be distributed to the Parent’s shareholders in the Clean-Up Spin-Off and (ii) such distribution must take place on the Distribution Date immediately following the consummation of the Exchange Offer so that Parent will be treated for U.S. federal income Tax purposes as having distributed all of the Wimbledon Common Stock to its shareholders. (f) Upon the consummation of the One-Step Spin-Off or the Exchange Offer, Parent will deliver to the Exchange Agent any and all information required a global certificate representing the Wimbledon Common Stock being distributed in order the One-Step Spin-Off or exchanged in the Exchange Offer, as the case may be, for the account of the Parent shareholders that are entitled thereto. Upon a Clean-Up Spin-Off, if any, Parent will deliver to complete the DistributionExchange Agent an additional global certificate representing the Wimbledon Common Stock being distributed in the Clean-Up Spin-Off for the account of the Parent shareholders that are entitled thereto. The Exchange Agent will hold such certificate or certificates, as the case may be, for the account of the Parent shareholders pending the Merger.

The Distribution. (a) Each of Bit Digital and White Fiber will provide to the Distribution Agent all documents and information required to complete the Distribution. (b) Subject to Section 3.3the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, in connection with for the benefit of and distribution of SpinCo Shares to the holders of Parent Common Stock on the Record DateHolders, Parent Bit Digital will deliver stock certificates, endorsed by Parent in blank], to the distribution agent, VStock Transfer, LLC (the “Agent”), representing sixty percent (60%) Distribution Agent all of the issued and outstanding and issued SpinCo Ordinary Shares of White Fiber then owned by Parent. Parent shall instruct the Agent to electronically distribute Bit Digital and book-entry authorizations for such shares and (ii) on the Distribution Date Date, Bit Digital will instruct the appropriate Distribution Agent to (A) distribute to each Record Holder (or such Record Holder’s bank, brokerage firm or other nominee on such Record Holder’s behalf) electronically, by direct registration in book-entry form, the number of whole Ordinary Shares of White Fiber to which such SpinCo Record Holder is entitled based on the Distribution Ratio and (B) receive and hold for and on behalf of each Record Holder, the number of fractional Ordinary Shares of White Fiber to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will be effective at the Effective Time. On or as soon as practicable after the Distribution Date, the Distribution Agent will mail to each holder or designated transferee or transferees of such holder of issued and outstanding Parent Common Stock on the Record Date in accordance with Section 3.1(b) below. Parent shall cause the Agent to deliver Holder an account statement to each holder indicating the number of SpinCo whole Ordinary Shares reflecting such holder’s ownership thereof. All of the SpinCo Shares distributed in the Distribution will be validly issued, fully paid and non- assessable. (b) Each holder of issued and outstanding Parent Common Stock on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution one (1) SpinCo Share for every [ ] shares of Parent Common Stock, except White Fiber that the Agent will not issue any fractional shares of SpinCo and will distribute cash in lieu of fractional shares. All such shares of SpinCo Shares to be so distributed shall be distributed as uncertificated shares have been registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. No investment decision or action by any in such stockholder shall be necessary for such stockholder (or such stockholderRecord Holder’s designated transferee or transferees) to receive the applicable number of SpinCo Sharesname. (c) SpinCo Bit Digital and ParentWhite Fiber, as the case may be, will provide instruct the Distribution Agent, as applicable, to deduct and withhold from the consideration otherwise required to be distributed pursuant to this Agreement such amounts as are required to be deducted and withheld from such consideration under the Code or any provision of state, local or foreign Tax Law. Any withheld amounts will be treated for all purposes of this Agreement as having been distributed to the Agent Persons otherwise entitled thereto. (d) Until the White Fiber Ordinary Shares are duly transferred in accordance with this Section 2.04 and applicable Law, from and after the Effective Time, White Fiber will regard the Persons entitled to receive such White Fiber Ordinary Shares as record holders of White Fiber Ordinary Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. White Fiber agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all information required in order other rights and privileges with respect to, the White Fiber Ordinary Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to complete receive evidence of ownership of the DistributionWhite Fiber Ordinary Shares then held by such holder.