Essendant Inc. Contracts & Agreements

Agreement and Plan of Merger, dated as of September 14, 2018, by and among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc (Filed With SEC on September 17, 2018)

Amendment No. 2 to the Rights Agreement, dated as of September 14, 2018, between Essendant Inc. and Equiniti Trust Company, as rights agent (Filed With SEC on September 17, 2018)

Form of Cash Unit Award Agreement for Non-Employee Directors (Filed With SEC on August 9, 2018)

Form of Cash Unit Award Agreement (Filed With SEC on August 9, 2018)

Form of Restricted Stock Unit Award Agreement (Filed With SEC on August 9, 2018)

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (Filed With SEC on August 9, 2018)

Form of Restricted Stock Award Agreement for Non-Employee Directors (Filed With SEC on August 9, 2018)

Agreement and Plan of Merger, dated as of April 12, 2018, by and among Essendant Inc., Elephant Merger Sub Corp., Genuine Parts Company and Rhino SpinCo, Inc. (conformed to... (Filed With SEC on June 8, 2018)

Separation Agreement, dated as of April 12, 2018, by and among Genuine Parts Company and Rhino SpinCo, Inc (Filed With SEC on June 8, 2018)

Tax Matters Agreement, dated as of April 12, 2018, by and among Essendant Inc., Genuine Parts Company and Rhino SpinCo, Inc (Filed With SEC on June 8, 2018)

Form of Transition Services Agreement, to be entered into by and among Genuine Parts Company and S.P. Richards Company (Filed With SEC on June 8, 2018)

Form of Supply Chain Transition Services Agreement, to be entered into by and among GPC Services, LLC and S.P. Richards Company (Filed With SEC on June 8, 2018)

Rights Agreement, dated as of May 17, 2018, between Essendant Inc. and Equiniti Trust Company, as rights agent (Filed With SEC on June 8, 2018)

Amendment No. 1 to the Rights Agreement, dated as of May 29, 2018, between Essendant Inc. and Equiniti Trust Company, as rights agent (Filed With SEC on June 8, 2018)

Amendment No. 1 to the Rights Agreement, dated as of May 29, 2018, between Essendant Inc. and Equiniti Trust Company, as rights agent (Filed With SEC on May 30, 2018)

Rights Agreement, dated as of May 17, 2018, between Essendant Inc. and Equiniti Trust Company, as rights agent (Filed With SEC on May 17, 2018)

Annual Cash Incentive Award Plan for Section 16 Officers (Filed With SEC on April 25, 2018)

Form of Cash Incentive Award Agreement (Filed With SEC on April 25, 2018)

Form of Performance-Based Restricted Stock Unit Award Agreement for Section 16 Officers (Filed With SEC on April 25, 2018)

Form of Performance-Based Cash Award Agreement (Filed With SEC on April 25, 2018)

Agreement and Plan of Merger Dated as of April 12, 2018 by and among Genuine Parts Company, Rhino SpinCo, Inc., Essendant Inc. and Elephant Merger Sub Corp (Filed With SEC on April 25, 2018)

Separation Agreement Dated as of April 12, 2018 by and between Genuine Parts Company and Rhino SpinCo, Inc (Filed With SEC on April 25, 2018)

Second Amended and Restated Executive Employment Agreement, effective as of December 21, 2017, by and among ESND, ECO, EMS and Richard D. Phillips (Filed With SEC on February 21, 2018)

Form of Restricted Stock Award Agreement under the Essendant Inc. 2015 Long-Term Incentive Plan (Filed With SEC on December 28, 2017)

Form of Performance Unit Award Agreement under the Essendant Inc. 2015 Long-Term Incentive Plan (Filed With SEC on December 28, 2017)

Form of Interim Chief Executive Officer Restricted Stock Award Agreement (Filed With SEC on October 25, 2017)

Form of Restricted Stock Award Agreement with EPS Minimum (Filed With SEC on October 25, 2017)

Form of Cash Retention Award Agreement (Filed With SEC on October 25, 2017)

Form of Cash Match Award Agreement (Filed With SEC on October 25, 2017)

SIXTH AMENDMENT TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on February 27, 2017)

CERTAINPORTIONSOFTHISEXHIBITHAVEBEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE... (Filed With SEC on October 26, 2016)

amended and restated EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on October 26, 2016)

ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN 2016 Restricted Stock Award Agreement with EPS Minimum (Filed With SEC on October 26, 2016)

ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN Performance Based Restricted Stock Unit Award Agreement (Filed With SEC on October 26, 2016)

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (Filed With SEC on October 26, 2016)

AMENDMENT NO. 2 TO THE FOURTH AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT (Filed With SEC on October 26, 2016)

Essendant Receivables LLC One Parkway North Boulevard Deerfield, Illinois 60015 (Filed With SEC on October 26, 2016)

Position (Filed With SEC on July 18, 2016)

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (Filed With SEC on April 20, 2016)

Essendant Inc. 2016 Annual Cash Incentive Award Plan For Section 16 Officers (Filed With SEC on April 20, 2016)

ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN Performance Based Restricted Stock Unit Award Agreement (Filed With SEC on April 20, 2016)

ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN 2016 Restricted Stock Award Agreement with EPS Minimum (Filed With SEC on April 20, 2016)

AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT (Filed With SEC on April 20, 2016)

FIFTH AMENDMENT TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on April 20, 2016)

Essendant Receivables LLC One Parkway North Boulevard Deerfield, Illinois 60015 (Filed With SEC on April 20, 2016)

16982 (Filed With SEC on February 19, 2016)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on October 21, 2015)

One Parkway NorthBoulevard, Suite 100, Deerfield, IL 60015 O ###-###-#### (Filed With SEC on July 28, 2015)

THIRD OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS (Filed With SEC on July 2, 2015)

One Parkway North Boulevard, Suite 100, Deerfield, IL 60015 O ###-###-#### (Filed With SEC on June 9, 2015)

UNITED STATIONERS INC. 2015 LONG-TERM INCENTIVE PLAN Performance Based Restricted Stock Unit Award Agreement (Filed With SEC on April 23, 2015)

ASSIGNMENT AND ASSUMPTION AND FIRST AMENDMENT TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on February 18, 2015)

FOURTH AMENDMENT TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on December 9, 2014)

THIRD AMENDMENT TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on October 24, 2014)

EQUITY PURCHASE AGREEMENT BY AND AMONG UNITED STATIONERS SUPPLY CO. (Buyer) THE SELLERS NAMED HEREIN (Sellers) CHANT TOBI (Chant) AND DONALD R. BERNHARDT, AS SELLERS AGENT... (Filed With SEC on October 24, 2014)

AGREEMENT AND PLAN OF MERGER by and among UNITEDSTATIONERS SUPPLY CO. (Buyer) SW ACQUISTION CORP. (Merger Sub) CPO COMMERCE, INC. (Company) CERTAIN SECURITIES HOLDERS OF COMPANY... (Filed With SEC on July 25, 2014)

SECOND AMENDMENT TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on April 28, 2014)

PAGE 1 (Filed With SEC on April 28, 2014)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN Performance Based Restricted Stock Unit Award Agreement (Filed With SEC on April 28, 2014)

UNITED STATIONERS SUPPLY CO. UNITED STATIONERS INC. NOTE PURCHASE AGREEMENT Dated as of November 25, 2013 $150,000,000 3.75% Secured Senior Notes due January 15, 2021 (Filed With SEC on February 19, 2014)

PARENT GUARANTY (Filed With SEC on February 19, 2014)

SUBSIDIARY GUARANTY (Filed With SEC on February 19, 2014)

JOINDER TO INTERCREDITOR AGREEMENT (Filed With SEC on February 19, 2014)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN Restricted Stock Award Agreement With EPS Minimum (Filed With SEC on October 28, 2013)

FOURTH AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF JULY 8, 2013 AMONG UNITEDSTATIONERS SUPPLY CO., AS THE BORROWER UNITED STATIONERS INC., AS A LOAN... (Filed With SEC on October 28, 2013)

AMENDEDAND RESTATED GUARANTY (Filed With SEC on October 28, 2013)

REAFFIRMATION July 8, 2013 (Filed With SEC on October 28, 2013)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN Performance Based Restricted Stock Unit Award Agreement (Filed With SEC on April 30, 2013)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on February 22, 2013)

SECOND OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS (Filed With SEC on January 25, 2013)

AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT dated as of January 18, 2013 by and among UNITED STATIONERS RECEIVABLES, LLC, UNITED STATIONERS SUPPLY CO., as... (Filed With SEC on January 25, 2013)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN Restricted Stock Award Agreement With EPS Minimum (Filed With SEC on October 30, 2012)

STOCK PURCHASE AGREEMENT BETWEEN UNITED STATIONERS SUPPLY CO. (as Buyer) AND THE SELLERS NAMED HEREIN (as Sellers) FOR THE PURCHASE OF ALL OF THE SHARES OF CAPITAL STOCK OF O.K.I.... (Filed With SEC on October 25, 2012)

SEVENTH AMENDMENT TO TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on July 23, 2012)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN Restricted Stock Award Agreement (Filed With SEC on May 3, 2012)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN Performance Based Restricted Stock Unit Award Agreement (Filed With SEC on May 3, 2012)

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH... (Filed With SEC on February 27, 2012)

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED WITH THE... (Filed With SEC on January 26, 2012)

One Parkway North Boulevard Deerfield, Illinois 60015 847 ###-###-#### (Filed With SEC on November 2, 2011)

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED WITH THE... (Filed With SEC on November 2, 2011)

REAFFIRMATION September 21, 2011 (Filed With SEC on November 2, 2011)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on August 25, 2011)

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT FILED WITH THE... (Filed With SEC on August 25, 2011)

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH... (Filed With SEC on May 4, 2011)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on March 21, 2011)

2ndAMENDMENT TO LEASE AGREEMENT (Filed With SEC on February 25, 2011)

RECITALS: (Filed With SEC on February 25, 2011)

SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (Filed With SEC on February 25, 2011)

FIRST AMENDMENT TO LEASE AGREEMENT (Filed With SEC on February 25, 2011)

AGREEMENT FOR PURCHASE AND SALE OF STOCK of MBS DEV, INC. among THE STOCKHOLDERS OF MBS DEV, INC. and UNITED STATIONERS SUPPLY CO. (Filed With SEC on May 6, 2010)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN Performance Based Restricted Stock Unit Award Agreement (Filed With SEC on May 6, 2010)

UnitedStationers, Inc. 2004Long-Term Incentive Plan Management CashIncentive Award Plan Summary For Section 16Officers and Grade Level 3 and Above (Filed With SEC on May 6, 2010)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on May 6, 2010)

FOURTH AMENDMENTTO THE TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on May 6, 2010)

UNITEDSTATIONERS SUPPLY CO. AMENDEDAND RESTATED DEFERRED COMPENSATION PLAN (Effectiveas of January 1, 2009) ARTICLEI. Purpose (Filed With SEC on February 25, 2010)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT SECTION 16 OFFICERS (Filed With SEC on February 25, 2010)

FIRST AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT (Filed With SEC on February 25, 2010)

SECOND AMENDMENT TO THE TRANSFERAND ADMINISTRATION AGREEMENT (Filed With SEC on February 25, 2010)

THIRD AMENDMENT TO THE TRANSFERAND ADMINISTRATION AGREEMENT (Filed With SEC on February 25, 2010)

OMNIBUS AMENDMENT DATED AS OF MARCH 21, 2008 BY AND AMONG USS RECEIVABLES COMPANY, LTD., UNITED STATIONERS FINANCIAL SERVICES LLC, UNITED STATIONERS SUPPLY CO., FALCON ASSET... (Filed With SEC on February 27, 2009)

The UnitedStationers Inc. Nonemployee Directors Deferred Stock Compensation Plan ARTICLE I INTRODUCTION (Filed With SEC on February 27, 2009)

UNITEDSTATIONERS SUPPLY CO. AMENDEDAND RESTATED DEFERRED COMPENSATION PLAN (Effectiveas of January 1, 2009) ARTICLEI. Purpose (Filed With SEC on February 27, 2009)

Medical Executive ReimbursementProgram (MERP) (Filed With SEC on February 27, 2009)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on February 27, 2009)

UNITEDSTATIONERS INC. ANDSUBSIDIARIES AMENDEDAND RESTATED MANAGEMENTINCENTIVE PLAN (AsAmended and Restated Effective January 1, 2009) (Filed With SEC on February 27, 2009)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN (As amended and restated January 1,2009) SECTION 1 GENERAL (Filed With SEC on February 27, 2009)

UnitedStationers Inc. Executive Summary of Board of Directors Compensation (approved as of 7/31/08 with an effective date of 9/1/08) (Filed With SEC on November 7, 2008)

EXECUTIVEEMPLOYMENT AGREEMENT (Filed With SEC on November 7, 2008)

UNITEDSTATIONERS INC. 2004LONG-TERM INCENTIVE PLAN RESTRICTEDSTOCK AWARD AGREEMENT (Non-EmployeeDirectors) (Filed With SEC on November 7, 2008)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (NON-EMPLOYEE DIRECTORS) (Filed With SEC on November 7, 2008)

UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (NON-EMPLOYEE DIRECTORS) (Filed With SEC on May 16, 2008)

OMNIBUS AMENDMENT DATED AS OF MARCH 21, 2008 BY AND AMONG USS RECEIVABLES COMPANY, LTD., UNITED STATIONERS FINANCIAL SERVICES LLC, UNITED STATIONERS SUPPLY CO., FALCON ASSET... (Filed With SEC on May 9, 2008)

UNITED STATIONERS INC. 2007 LONG-TERM INCENTIVE PLAN RESTRICTEDSTOCK AWARD AGREEMENT (Filed With SEC on August 9, 2007)

SECOND AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF JULY 5, 2007 AMONG UNITED STATIONERS SUPPLY CO., AS THE BORROWER UNITED STATIONERS INC., AS A CREDIT... (Filed With SEC on July 11, 2007)

REAFFIRMATION July 5, 2007 (Filed With SEC on July 11, 2007)

AMENDMENT NO. 1 to PLEDGE AND SECURITY AGREEMENT (Filed With SEC on July 11, 2007)

EXECUTIVEEMPLOYMENT AGREEMENT (Filed With SEC on June 13, 2007)

OMNIBUS AMENDMENT DATED AS OF MARCH 23, 2007 BY AND AMONG USS RECEIVABLES COMPANY, LTD., UNITED STATIONERS FINANCIAL SERVICES LLC, FALCON ASSET SECURITIZATION COMPANY LLC... (Filed With SEC on March 28, 2007)

AMENDMENT NO. 1 to AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDITAGREEMENT (Filed With SEC on November 16, 2006)

REAFFIRMATION (Filed With SEC on November 16, 2006)

United Stationers Inc. Executive Summary of Board ofDirectors Compensation (approved as of 7/27/06 with aneffective date of 9/1/06) (Filed With SEC on November 7, 2006)

OMNIBUSAMENDMENT DATEDAS OF MARCH 24, 2006 BYAND AMONG USSRECEIVABLES COMPANY, LTD., UNITEDSTATIONERS FINANCIAL SERVICES LLC, FALCONASSET SECURITIZATION CORPORATION, PNCBANK,... (Filed With SEC on March 28, 2006)

AMENDEDAND RESTATED FIVE-YEARREVOLVING CREDIT AGREEMENT DATEDAS OF OCTOBER 12, 2005 AMONG UNITEDSTATIONERS SUPPLY CO., ASTHE BORROWER UNITEDSTATIONERS INC., ASA CREDIT PARTY... (Filed With SEC on October 31, 2005)

UnitedStationers Inc. Summary of Board of Directors Compensation (Filed With SEC on July 29, 2005)

OMNIBUS AMENDMENT DATED AS OF MARCH 25, 2005 BY AND AMONG USS RECEIVABLES COMPANY, LTD., UNITED STATIONERS FINANCIAL SERVICES LLC, UNITED STATIONERS SUPPLY CO., FALCON ASSET... (Filed With SEC on March 30, 2005)

RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on December 21, 2004)

UNITED STATIONERS SUPPLY CO. SEVERANCE PAY PLAN SUMMARY PLAN DESCRIPTION (Effective as of August 1,2004) (Filed With SEC on November 9, 2004)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on October 21, 2004)

UNITEDSTATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION GRANT [ForNon-Employee Directors] (Filed With SEC on September 3, 2004)

UNITEDSTATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION GRANT [For Employees] (Filed With SEC on September 3, 2004)

AMENDMENT TO RIGHTSAGREEMENT (Filed With SEC on May 15, 2002)

INDUSTRIAL LEASE NET LEASE (Filed With SEC on May 15, 2002)

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Essendant Inc. Contracts & Agreements