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. 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 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 Broadridge Common Stock beneficially owned by ADP to be distributed to record holders of shares of ADP Common Stock as of the Record Date, other than with respect to shares of ADP Common Stock held in the treasury of ADP, by means of a pro rata dividend of such Broadridge Common Stock to such record holders of shares of ADP Common Stock, on the terms and subject to the conditions 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 Broadridge Common Stock with respect to every four (4) 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 Broadridge 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 Broadridge Common Stock allocable to each holder of record of ADP Common Stock entitled to receive Broadridge 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 Broadridge Common Stock or cash in lieu of fractional shares with respect to Broadridge Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to Broadridge. Broadridge shall hold such Broadridge Common Stock and/or cash for the account of such holder will be entitled, without of record and any action on the part such holder of record shall look only to Broadridge for such holder, to receive evidence of ownership of the shares of SRM Broadridge 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 Date3.03, 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. (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) Imperial Petroleum shall effect the Distribution by causing all of the issued and outstanding shares of C3is Common Shares beneficially owned by Imperial Petroleum to be distributed to record holders of shares of Imperial Petroleum Common Stock (and holders of Imperial Petroleum to purchase Imperial Petroleum Common Stock as required by the terms of such Imperial Petroleum) as of the Record Date, other than with respect to shares of Imperial Petroleum Common Stock held in the treasury of Imperial Petroleum, by means of a pro rata dividend of such C3is Common Shares to such record holders of shares of Imperial Petroleum Common Stock (and holders of Imperial Petroleum to purchase Imperial Petroleum Common Stock as required by the terms of such Imperial Petroleum on such record date), on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of Imperial Petroleum Common Stock or Imperial Petroleum Warrants to purchase Imperial Petroleum Common Stock, as required by the terms of such Imperial Petroleum Warrants, on the Record Holder Date (or such holder’s designated transferee or transferees), other than in respect of shares of Imperial Petroleum Common Stock held in the treasury of Imperial Petroleum, will be entitled to receive in the Distribution a number of whole Distribution, one (1) C3is Common Share with respect to every one hundred and twenty (120) shares of SRM Imperial Petroleum 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) C3is Common Share with respect to every one hundred and twenty (120) shares of Imperial Petroleum Common Stock purchasable upon exercise of Imperial Petroleum held by such warrantholder on the Record Date, if required by the distribution ratio terms of such Imperial Petroleum. Imperial Petroleum 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 C3is Common Shares to the nearest whole numbereach such record holder or designated transferee(s) of such holder of record. (c) Until Imperial Petroleum 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 C3is Common Shares allocable to each holder of record of Imperial Petroleum Common Stock entitled to receive C3is Common Shares 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 C3is Common Shares or cash in lieu of fractional shares with respect to C3is Common Shares that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to C3is. C3is shall hold such C3is Common Shares and/or cash for the account of such holder will be entitledof record and any such holder of record shall look only to C3is for such C3is Common Shares and/or cash, without any action on the part 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 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 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 2.03, on or prior to the Distribution DateEffective Time, the Company Fuels 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 the Record Holders, book-entry transfer authorizations for such number 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”) Fuels Shares as is necessary to effect the Distribution, and shall cause the transfer agent for the Tech Shares to instruct the Agent to distribute, as of distribute at the Distribution Date, Effective Time the appropriate number of whole shares of SRM Common Stock Fuels Shares to each such holder (the “Record Holder”) or designated transferee or transferees of any Record Holder such holder by way of direct registration in book-entry form. Fuels will not issue paper stock certificates in respect of the Fuels Shares, unless it deems it necessary to do so. The Distribution shall be effective as of at the Distribution DateEffective Time. (b) Each Subject to Section 2.03, 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 five (5) Fuels Shares for every one (1) Tech Share 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) No fractional shares shall be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of Fuels. When calculating the shares to distribute, all fractional shares will be deleted from the shareholders total issuance, creating a “round down” effect. (d) Any Fuels Shares that remain unclaimed by any Record Holder one hundred and eighty (180) days after the Distribution Date shall be delivered to Fuels, and Fuels or its transfer agent shall hold such Fuels Shares for the account of such Record Holder, and the Parties agree that all obligations to provide such Fuels Shares shall be obligations of Fuels, subject in each case to applicable escheat or other abandoned property Laws, and Tech shall have no Liability with respect thereto. (e) Until the shares of SRM Common Stock Fuels Shares are duly transferred in accordance with this Section 3.04 2.04 and applicable lawLaw, from and after the Distribution DateEffective Time, SRM Fuels will regard the individuals or entities Persons entitled to receive such shares of SRM Common Stock in accordance with this Section 3.04 Fuels Shares as record holders of shares of SRM Common Stock Fuels Shares in accordance with the terms of the Distribution without requiring any action on the part of such individuals or entitiesPersons. SRM Fuels agrees that, subject to any transfers of such shares, from and after the Distribution DateEffective Time, (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 Fuels Shares 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 Fuels Shares then held by such 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 Date3.3, 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) FNF shall effect the Distribution by causing all of the issued and outstanding shares of JAX Common Stock beneficially owned by FNF to be distributed to record holders of shares of FNFV Common Stock as of the Record Date, other than with respect to shares of FNFV Common Stock held in the treasury of FNF, by means of a pro rata dividend of such JAX Common Stock to such record holders of shares of FNFV Common Stock, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of FNFV Common Stock on the Record Holder Date (or such holder’s designated transferee or transferees), other than in respect of shares of FNFV Common Stock held in the treasury of FNF, will be entitled to receive in the Distribution a number of whole Distribution, approximately 0.17271 shares of SRM JAX Common Stock equal for each share of FNFV Common Stock held by such record holder on the Record Date. FNF shall direct the Distribution Agent to distribute on the Distribution Date or as soon as reasonably practicable thereafter the appropriate number of shares of common stock JAX 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 FNF 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 JAX Common Stock allocable to each holder of record of FNFV Common Stock entitled to receive JAX 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 JAX Common Stock or cash in lieu of fractional shares with respect to JAX Common Stock that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to JAX at its request. JAX shall hold such JAX Common Stock and/or cash for the account of such holder will be entitled, without of record and any action on the part such holder of record shall look only to JAX for such holder, to receive evidence of ownership of the shares of SRM JAX 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 2.038.01 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 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) Imperial Petroleum shall effect the Distribution by causing all of the issued and outstanding shares of C3is Common Shares beneficially owned by Imperial Petroleum to be distributed to record holders of shares of Imperial Petroleum Common Stock (and holders of Imperial Petroleum to purchase Imperial Petroleum Common Stock as required by the terms of such Imperial Petroleum) as of the Record Date, other than with respect to shares of Imperial Petroleum Common Stock held in the treasury of Imperial Petroleum, by means of a pro rata dividend of such C3is Common Shares to such record holders of shares of Imperial Petroleum Common Stock (and holders of Imperial Petroleum to purchase Imperial Petroleum Common Stock as required by the terms of such Imperial Petroleum on such record date), on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of Imperial Petroleum Common Stock or Imperial Petroleum Warrants to purchase Imperial Petroleum Common Stock, as required by the terms of such Imperial Petroleum Warrants, on the Record Holder Date (or such holder’s designated transferee or transferees), other than in respect of shares of Imperial Petroleum Common Stock held in the treasury of Imperial Petroleum, will be entitled to receive in the Distribution a number of whole Distribution, one (1) C3is Common Share with respect to every eight (8) shares of SRM Imperial Petroleum 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) C3is Common Share with respect to every eight (8) shares of Imperial Petroleum Common Stock purchasable upon exercise of Imperial Petroleum held by such warrantholder on the Record Date, if required by the distribution ratio terms of such Imperial Petroleum. Imperial Petroleum 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 C3is Common Shares to the nearest whole numbereach such record holder or designated transferee(s) of such holder of record. (c) Until Imperial Petroleum 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 C3is Common Shares allocable to each holder of record of Imperial Petroleum Common Stock entitled to receive C3is Common Shares 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 C3is Common Shares or cash in lieu of fractional shares with respect to C3is Common Shares that remains unclaimed by any holder of record 180 days after the Distribution Date shall be delivered to C3is. C3is shall hold such C3is Common Shares and/or cash for the account of such holder will be entitledof record and any such holder of record shall look only to C3is for such C3is Common Shares and/or cash, without any action on the part 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 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 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 Date3.03, 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 such AXP stockholders, on the terms and subject to the conditions set forth in this Agreement. (b) Each record holder of AXP Common Stock on the Record 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 of whole [ ] shares of SRM Ameriprise Common Stock equal per share of AXP Common Stock held by such record holder on the Record Date. AXP shall direct the Distribution Agent to distribute on the 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.