FORM OF TAX RECEIVABLE AGREEMENT by and among XPEDX HOLDING COMPANY and UWW HOLDINGS, LLC Dated as of [ ]Tax Receivable Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ ], is hereby entered into by and among xpedx Holding Company, a Delaware corporation (“Spinco”) and UWW Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as a Beneficiary (as defined below) and a representative of the Beneficiaries (in such representative capacity, and along with any successor as provided in Section 7.06(a), the “Representative”).
TAX MATTERS AGREEMENT BY AND AMONG INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY AND UWW HOLDINGS, INC. DATED AS OF JANUARY 28, 2014Tax Matters Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and among International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a wholly owned Subsidiary of IP (“Spinco”), and UWW Holdings, Inc., a Delaware corporation (“UWWH” and, together with IP and Spinco, the “Parties”). Any capitalized term used herein without definition shall have the meaning given to it in the Contribution and Distribution Agreement, dated as of the date hereof, by and among IP, Spinco and UWWH (as such agreement may be amended from time to time, the “Contribution and Distribution Agreement”).
REGISTRATION RIGHTS AGREEMENT BETWEEN UWW HOLDINGS, LLC AND XPEDX HOLDING COMPANY Dated as of , 2014Registration Rights Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
WHEREAS, the Company and the Investor are parties to that certain Agreement and Plan of Merger, dated [ ], 2014 (the “Merger Agreement”), pursuant to which a wholly-owned subsidiary of the Investor will merge with and into the Company and, in connection therewith, the Investor will receive as consideration shares of common stock of the Company, $0.01 par value per share (“Common Stock”), in a private placement pursuant to Section 4(2) of the Securities Act; and
FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
THIS AGREEMENT (this “Agreement”) is made as of [—], between International Paper Company, a New York corporation (“IP”), and xpedx Holding Company, a Delaware corporation (“Spinco” and, together with IP, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, XPEDX INTERMEDIATE, LLC, XPEDX, LLC, UWW HOLDINGS, LLC, UWW HOLDINGS, INC. and UNISOURCE WORLDWIDE, INC. Dated as of January 28, 2014Agreement and Plan of Merger • February 14th, 2014 • Xpedx Holding Co • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2014 (this “Agreement”), is entered into by and among International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a direct, wholly-owned Subsidiary of IP (“Spinco”), xpedx Intermediate, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of IP (“xpedx Intermediate”), xpedx, LLC, a New York limited liability company and a direct, wholly-owned Subsidiary of IP (“xpedx”), UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder”), UWW Holdings, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of the UWWH Stockholder (“UWWH”), and Unisource Worldwide, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of UWWH (“Unisource” and together with IP, Spinco, xpedx Intermediate, xpedx, the UWWH Stockholder and UWWH, the “Parties” and each, a “Party”).
CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, UWW HOLDINGS, INC. AND, SOLELY FOR PURPOSES OF ARTICLE VI AND ARTICLE X, UWW HOLDINGS, LLC DATED AS OF January 28, 2014Contribution and Distribution Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and between International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a wholly-owned subsidiary of IP (“Spinco”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”), and, solely for purposes of ARTICLE VI and ARTICLE X, UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder” and, together with IP, Spinco and UWWH, the “Parties”).
XPEDX HOLDING COMPANY EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 28, 2014, between xpedx Holding Company, a Delaware corporation (the “Company”), and Mary Laschinger (the “Executive”).
UWW HOLDINGS, INC. CONSULTING AND NON-COMPETITION AGREEMENTConsulting and Non-Competition Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
THIS CONSULTING AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of January 28, 2014 between UWW Holdings, Inc., a Delaware corporation (“UWW”) and Allan R. Dragone, Jr. (“Consultant”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, AND UWW HOLDINGS, INC. DATED AS OF JANUARY 28, 2014Employee Matters Agreement • February 14th, 2014 • Xpedx Holding Co
This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of January 28, 2014 (this “Agreement”), is by and between International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and wholly owned subsidiary of IP (“Spinco”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”). IP, Spinco and UWWH are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Contribution and Distribution Agreement among IP, Spinco, and UWWH dated as of the date hereof (the “Contribution and Distribution Agreement”).
