Common use of The Distribution Clause in Contracts

The Distribution. (a) To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 2.02(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 the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Parent Common Stock held by such Record Holder and the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution Date. (b) 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 shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Common Stock subject to the terms and conditions set forth in the SplitCo Form 10/S-4. (c) Parent and SplitCo, as the case may be, will 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 a global certificate representing the SplitCo Common Stock 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 will deliver to the Exchange 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) To the extent Subject to Section 3.3, on or prior to the Distribution is effected as a One-Step Spin-OffDate, subject in connection with the distribution of SpinCo Shares to the terms thereofholders 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 2.02(e)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, each fully paid and non- assessable. (b) Each holder of issued and outstanding Parent Common Stock on the Record Holder Date (or such holder’s designated transferee or transferees) 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 in the Distribution Date, multiplied by a fraction, the numerator of which is the number of one (1) SpinCo Share for every [ ] shares of Parent Common Stock held 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 Record Holder and stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution Date. (b) 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 applicable number of shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Common Stock subject to the terms and conditions set forth in the SplitCo Form 10/S-4SpinCo Shares. (c) Parent SpinCo and SplitCoParent, as the case may be, will instruct provide to the transfer agent or the Exchange Agent any and all information required in order to complete 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 a global certificate representing the SplitCo Common Stock 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 will deliver to the Exchange 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) To the extent the Distribution is effected as a One-Step Spin-OffSubject to Section 3.4, subject on or prior to the terms thereof, in accordance with Section 2.02(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 the Distribution Date, multiplied (1) for the benefit of and distribution to the holders of ParentCo Shares that are not in the form of ADSs on the Record Date, ParentCo will deliver stock certificates, endorsed by a fractionParentCo in blank, to the numerator of which is Registrar, representing all the number of shares of Parent Common Stock held by such Record Holder SpinCo Distribution Shares, and ParentCo shall instruct the denominator of which is the total amount of Parent Common Stock outstanding Registrar to electronically distribute on the Distribution DateDate the appropriate number of such SpinCo Distribution Shares to each such holder or designated transferee or transferees of such holder; and (2) for the benefit of and 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 the deposit agreement (the “Deposit Agreement”) to be entered into between, among others, SpinCo and the Depositary. (b) Subject to Sections 3.4 and 3.5, (1) holder of ParentCo Shares (including both ParentCo Class A Ordinary Shares and ParentCo Class B Ordinary Shares) that are not in the terms thereof, form of ADSs on the Record Date (or such holder’s designated transferee or transferees) will be entitled to the extent receive in the Distribution is effected as an Exchange Offer, each Parent shareholder may elect Class A Ordinary Shares for every 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 ParentCo ADSs on the Record Date (or such holder’s desiganted transferee or transferees) will be entitled to receive in the Exchange Offer Distribution ADSs for every one ParentCo ADS it owned on the Record Date. Immediately following the Distribution, the Class A Ordinary Shares received by ▇▇. ▇▇▇▇▇▇▇ Tianquan Mo shall be re-designated as Class B Ordinary Shares. No investment decision or action by any such holder shall be necessary for such holder (or such holder’s designated transferee or transferees) to exchange a receive the applicable number of shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Common Stock subject to the terms and conditions set forth in the SplitCo Form 10/S-4SpinCo Distribution Shares. (c) Parent SpinCo and SplitCoParentCo, as the case may be, will instruct provide to the transfer agent or Registrar and the Exchange Agent Depositary any and all information required in order to complete 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 a global certificate representing the SplitCo Common Stock 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 will deliver to the Exchange 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) To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 2.02(e3.2(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 SplitCo Folgers Common Stock equal to the total number of shares of SplitCo Folgers Common Stock held by Parent on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Parent Common Stock held by such Record Holder and the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution Date. (b) 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 shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Folgers Common Stock in such quantities, at such an exchange ratio and subject to the such other terms and conditions as may be determined by Parent and set forth in the SplitCo Folgers Form 10/S-4. (c) 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 SplitCoFolgers, as the case may be, will be entitled, and may instruct the transfer agent or the Exchange Agent exchange agent in the Distribution, as applicable, to deduct and withhold from the consideration otherwise required to be distributed payable pursuant to this Agreement such amounts as are required to be deducted and withheld from with respect to the making of such consideration payments 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 paid to the Persons persons otherwise entitled thereto. (de) 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 provisions 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 shareholdersSection 3.2(a). (ef) Upon the consummation of the One-Step Spin-Off or the Exchange Offer, Parent will shall deliver to the Exchange Agent (as defined in Section 2.02 of the Transaction Agreement), a global certificate representing the SplitCo 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 will shall deliver to the Exchange Agent an additional global certificate representing the SplitCo 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 will 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) To the extent the Distribution is effected as a One-Step Spin-OffSubject to Section 3.4, subject on or prior to the terms thereof, in accordance with Section 2.02(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 the Distribution Date, multiplied (1) for the benefit of and distribution to the holders of ParentCo Shares that are not in the form of ADSs on the Record Date, ParentCo will deliver stock certificates, endorsed by a fractionParentCo in blank, to the numerator of which is Registrar, representing all the number of shares of Parent Common Stock held by such Record Holder SpinCo Distribution Shares, and ParentCo shall instruct the denominator of which is the total amount of Parent Common Stock outstanding Registrar to electronically distribute on the Distribution DateDate the appropriate number of such SpinCo Distribution Shares to each such holder or designated transferee or transferees of such holder; and (2) for the benefit of and 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 the deposit agreement (the “Deposit Agreement”) to be entered into between, among others, SpinCo and the Depositary. (b) Subject to Sections 3.4 and 3.5, (1) holder of ParentCo Shares (including both ParentCo Class A Ordinary Shares and ParentCo Class B Ordinary Shares) that are not in the terms thereof, form of ADSs on the Record Date (or such holder’s designated transferee or transferees) will be entitled to the extent receive in the Distribution is effected as an Exchange Offer, each Parent shareholder may elect Class A Ordinary Shares for every 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 ParentCo ADSs on the Record Date (or such holder’s desiganted trsnferee or transferees) will be entitled to receive in the Exchange Offer Distribution ADSs for every one ParentCo ADS it owned on the Record Date. Immediately following the Distribution, the Class A Ordinary Shares received by ▇▇. ▇▇▇▇▇▇▇ Tianquan Mo shall be re-designated as Class B Ordinary Shares. No investment decision or action by any such holder shall be necessary for such holder (or such holder’s designated transferee or transferees) to exchange a receive the applicable number of shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Common Stock subject to the terms and conditions set forth in the SplitCo Form 10/S-4SpinCo Distribution Shares. (c) Parent SpinCo and SplitCoParentCo, as the case may be, will instruct provide to the transfer agent or Registrar and the Exchange Agent Depositary any and all information required in order to complete 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 a global certificate representing the SplitCo Common Stock 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 will deliver to the Exchange 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) To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 2.02(e1.04(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 SplitCo Wimbledon Common Stock equal to the total number of shares of SplitCo Wimbledon Common Stock held by Parent on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Parent Common Stock held by such Record Holder and the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution Date. Without limiting the 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 election prior to or during the applicable range of Target Dates or, if the Closing occurs after the last day in the range of 2012 Target Dates, the Closing Date. (b) 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 shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Wimbledon Common Stock subject to the terms and conditions set forth in the SplitCo Wimbledon Form 10S-1/S-4. (c) 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 SplitCoWimbledon, as the case may be, will be entitled, and may instruct the transfer agent or the Exchange Agent exchange agent in the Distribution, as applicable, to deduct and withhold from the consideration otherwise required to be distributed payable pursuant to this Agreement such amounts as are required to be deducted and withheld from with respect to the making of such consideration payments 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 paid to the Persons otherwise entitled thereto. (de) The terms and conditions of any Clean-Up Spin-Off will be as determined by Parent in its sole discretion; provided, provided thathowever, subject to the terms and conditions of this Agreement, that (i) any SplitCo 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, Off and (ii) such Clean-Up Spin-Off distribution must take place on the Distribution Date immediately following the consummation of the Exchange Offer so that Parent may will be treated for U.S. federal income Tax purposes as having distributed all of the SplitCo Wimbledon Common Stock to Parent’s its shareholders. (ef) Upon the consummation of the One-Step Spin-Off or the Exchange Offer, Parent will deliver to the Exchange Agent a global certificate representing the SplitCo Wimbledon 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 will deliver to the Exchange Agent an additional global certificate representing the SplitCo 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) To the extent Subject to Section 3.3, on or prior to the Distribution is effected as a One-Step Spin-OffDate, subject in connection with the distribution of SpinCo Shares to the terms thereofholders 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 2.02(e)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, each fully paid and non-assessable. (b) Each holder of issued and outstanding Parent Common Stock on the Record Holder Date (or such holder’s designated transferee or transferees) 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 in the Distribution Date, multiplied by a fraction, the numerator of which is the number of one (1) SpinCo Share for every [____] shares of Parent Common Stock held 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 Record Holder and stockholder shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution Date. (b) 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 applicable number of shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Common Stock subject to the terms and conditions set forth in the SplitCo Form 10/S-4SpinCo Shares. (c) Parent SpinCo and SplitCoParent, as the case may be, will instruct provide to the transfer agent or the Exchange Agent any and all information required in order to complete 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 a global certificate representing the SplitCo Common Stock 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 will deliver to the Exchange 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) To the extent SpinCo will cooperate with ConAgra to accomplish the Distribution is effected as a One-Step Spin-Offand will, subject 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 terms thereof, in accordance with Section 2.02(e), each Record Holder will be entitled transfer agent or the exchange agent (the “Exchange Agent”) all documents and information required to receive for each share of Parent Common Stock held by such Record Holder a number of shares of SplitCo Common Stock equal to complete the total number of shares of SplitCo Common Stock held by Parent on the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Parent Common Stock held by such Record Holder and the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution DateDistribution. (b) 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 shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Common Stock subject to the terms and conditions set forth in this Agreement, (i) on or prior to the SplitCo Form 10/S-4Distribution Date, 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 Common Stock then owned by ConAgra and book-entry authorizations for such shares and (ii) on the Distribution Date, ConAgra will instruct the Exchange 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 shares of SpinCo Common Stock to which such 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 shares of SpinCo Common Stock to which such Record Holder is entitled based on the Distribution Ratio. The Distribution will 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 whole shares of SpinCo Common Stock that have been registered in book-entry form in such Record Holder’s name. (c) Parent ConAgra and SplitCoSpinCo, as the case may be, will instruct the transfer agent or the Exchange Agent in the DistributionAgent, 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 a global certificate representing the SplitCo Common Stock 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 will deliver to the Exchange 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) To the extent Each of Bit Digital and White Fiber will provide to the Distribution is effected as a One-Step Spin-Off, subject Agent all documents and information required to complete the terms thereof, in accordance with Section 2.02(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 the Distribution Date, multiplied by a fraction, the numerator of which is the number of shares of Parent Common Stock held by such Record Holder and the denominator of which is the total amount of Parent Common Stock outstanding on the Distribution DateDistribution. (b) 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 shares of Parent Common Stock held by such Parent shareholder for shares of SplitCo Common Stock subject to the terms and conditions set forth in this Agreement, (i) on or prior to the SplitCo Form 10/S-4Distribution Date, for the benefit of and distribution to the Record Holders, Bit Digital will deliver to the Distribution Agent all of the issued and outstanding Ordinary Shares of White Fiber then owned by Bit Digital and book-entry authorizations for such shares and (ii) on the Distribution Date, Bit Digital will instruct the 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 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 Record Holder an account statement indicating the number of whole Ordinary Shares of White Fiber that have been registered in book-entry form in such Record Holder’s name. (c) Parent Bit Digital and SplitCoWhite Fiber, as the case may be, will instruct the transfer agent or the Exchange Agent in the DistributionDistribution 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 Persons otherwise entitled thereto. (d) The 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 and conditions of the Distribution without requiring any Clean-Up Spin-Off will be as determined by Parent in its sole discretion, provided action on the part of such Persons. White Fiber agrees that, subject to any transfers of such shares, from and after the terms and conditions of this Agreement, Effective Time (i) any SplitCo Common Stock that is not subscribed for in 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 Exchange Offer must be distributed to the Parent’s shareholders in the Clean-Up Spin-OffWhite Fiber Ordinary Shares then held by such holder, and (ii) each such Clean-Up Spin-Off must take place holder will be entitled, without any action on the Distribution Date immediately following the consummation part of such holder, to receive evidence of ownership 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 shareholdersWhite Fiber Ordinary Shares then held by such holder. (e) Upon the consummation of the One-Step Spin-Off or the Exchange Offer, Parent will deliver to the Exchange Agent a global certificate representing the SplitCo Common Stock 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 will deliver to the Exchange 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.