8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 3, 2014 (January 28, 2014)

International Paper Company

(Exact name of registrant as specified in its charter)

Commission File Number 1-3157

New York	13-0872805
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
6400 Poplar Avenue, Memphis, Tennessee	38197
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (901) 419-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2014, International Paper Company (“IP”) announced that it had entered into (i) an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 28, 2014, with 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 (ii) a Contribution and Distribution Agreement (the “Distribution Agreement”), dated as of January 28, 2014, with Spinco, UWWH and the UWWH Stockholder.

The following descriptions of the Merger Agreement and the Distribution Agreement, and the transactions contemplated thereby, are included to provide you with information regarding their terms. They do not purport to be a complete description and are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and incorporated herein by reference.

Merger Agreement

The Merger Agreement provides that UWWH will be merged with and into Spinco (the “Merger”) with Spinco as the surviving corporation and xpedx Intermediate will be merged with and into Unisource (the “Subsidiary Merger” and, together with the Merger, the “Mergers”) with Unisource as the surviving corporation. As a result of the Mergers, Unisource will become a direct wholly-owned subsidiary of Spinco. The Mergers will occur immediately following the pro rata distribution to IP stockholders of all of the shares of common stock of Spinco owned by IP (the “Distribution”). At the effective time of the Mergers, each outstanding share of UWWH common stock will be converted into the right to receive Spinco common shares equal to the aggregate number of shares of Spinco common stock issued and outstanding immediately prior to the Merger divided by 0.51, multiplied by 0.49 and divided by the aggregate number of shares of UWWH common stock outstanding immediately prior to the Merger. Upon consummation of the Merger, on a fully-diluted basis IP stockholders will own approximately 51% of the outstanding common shares of Spinco and the UWWH Stockholder will own approximately 49%.

The consummation of the Mergers is subject to certain customary conditions, including, among others: (i) approval of the Merger by the UWWH Stockholder, as sole stockholder of UWWH, and UWWH, as sole stockholder of Unisource; (ii) approval of the Merger by IP, as the sole stockholder of Spinco and xpedx Intermediate; (iii) the effectiveness of the registration statement to be filed with the Securities and Exchange Commission and the approval for listing on the New York Stock Exchange of Spinco common shares to be issued in the Merger; (iv) the IP board of directors’ receipt of a solvency opinion with respect to IP and Spinco; (v) receipt of a private letter ruling from the Internal Revenue Service; (vi) subject to certain exceptions, the accuracy of representations and warranties; and (vii) receipt of customary tax opinions.

The Merger Agreement contains customary representations, warranties and covenants, including covenants providing for (i) in the case of IP, not to solicit employees and customers and not to compete with certain aspects of the xpedx business; and (ii) in the case of all the parties to the Merger Agreement, use reasonable best efforts to take all action necessary to obtain approval of the transactions.

2

The Merger Agreement contains certain termination rights for both IP and UWWH and further provides that, upon termination of the Merger Agreement under specified circumstances, certain termination fees may be payable:

• If IP terminates the Merger Agreement because there has been a material breach by UWWH of any of its representations, warranties, covenants or agreements or certain representations and warranties have become untrue in any material respect and such breach or condition has not been cured within 30 business days following receipt by UWWH of notice and a proposal for a transaction that would result in the acquisition by a third party of assets of UWWH constituting at least 15% of UWWH’s consolidated assets or consolidated revenues was publicly announced prior to such termination and within 15 months of such termination, UWWH enters into a definitive agreement to consummate or consummates a transaction pursuant to such proposal, then UWWH must pay IP a $6 million termination fee.

• If UWWH terminates the Merger Agreement because there has been a material breach by IP of any of its representations, warranties, covenants or agreements or certain representations and warranties have become untrue in any material respect and such breach or condition has not been cured within 30 business days following receipt by IP of notice and a proposal for a transaction that would result in the acquisition by a third party of assets of Spinco constituting at least 15% of Spinco’s consolidated assets or consolidated revenues was publicly announced prior to such termination and within 15 months of such termination, IP enters into a definitive agreement to consummate or consummates a transaction pursuant to such proposal, then IP must pay UWWH a $6 million termination fee.

In connection with the transactions, certain additional agreements have been or will be entered into, including, among others:

• a Tax Receivable Agreement, pursuant to which the UWWH Stockholder will be entitled to payments from Spinco in an amount equal to 85% of the aggregate reduction in cash tax liability of Spinco resulting from the utilization of net operating losses generated by UWWH and its subsidiaries prior to the Merger;

• a Registration Rights Agreement, pursuant to which the UWWH Stockholder will have specified demand and piggyback registration rights.

• a Transition Services Agreement, pursuant to which IP will provide certain services to Spinco, and Spinco will provide certain services to IP, on a transitional basis;

• an Employee Matters Agreement, which will govern IP’s, Spinco’s and UWWH’s obligations with respect to current and former employees of the Spinco Business; and

• a Tax Matters Agreement, which will govern IP’s, Spinco’s and UWWH’s respective rights, responsibilities and obligations with respect to taxes, tax attributes, the preparation and filing of tax returns, tax contests, preservation of tax-free status of the transactions and certain other tax matters;

Distribution Agreement

Pursuant to the Distribution Agreement, and subject to the terms and conditions set forth therein, IP will transfer IP’s business-to-business printing, packaging and facility supplies and equipment distribution business, described in IP’s public filings as the “xpedx” segment, to Spinco (the “Spinco Business”) and will subsequently separate Spinco from IP in a spin-off (the “Contribution”).

3

In order to effect the Contribution, IP will engage in a series of preliminary restructuring transactions that will result in, subject to certain exceptions, (i) the transfer to Spinco and its subsidiaries of all assets that primarily relate to the Spinco Business and (ii) the transfer to Spinco and its subsidiaries of all liabilities of IP and its Subsidiaries to the extent related to the Spinco Business. On the distribution date, each stockholder holding shares of IP common stock that were outstanding as of the to be specified record date will be entitled to receive, in respect of each such share of IP common stock, shares of Spinco common stock equal to the percentage of the total number of shares of Spinco common stock outstanding as of the time of the Distribution as is equal to a fraction, (a) the numerator of which is the total number of issued and outstanding shares of IP common stock held by such stockholder as of the record date and (b) the denominator of which is the number of total shares of IP common stock issued and outstanding. As described above, IP stockholders will own 51% of the outstanding shares of the combined company upon consummation of the Merger.

The Distribution Agreement governs the rights and obligations of IP, Spinco and UWWH regarding the Distribution. Prior to the Distribution, IP will receive from Spinco in exchange for the contribution to Spinco of the Spinco Business a cash payment in an amount equal to $400 million (the “Special Payment”), which will be funded with a portion of the proceeds of the $1.4 billion of indebtedness to be incurred in connection with the transactions. In addition, in 2020 Spinco will be required to pay to IP an earnout payment of up to $100 million if certain conditions are met.

The Distribution Agreement provides that the Contribution and the Distribution are subject to the satisfaction and waiver of certain conditions, including, among others, (i) consummation of the debt financing transactions contemplated by the Distribution Agreement and payment of the Special Payment and (ii) the conditions in the Merger Agreement being satisfied.

Commitment Letter

On January 28, 2014, Spinco entered into a debt financing commitment letter (the “Commitment Letter”) with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Bank, N.A., SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Commitment Parties”).

Pursuant to the Commitment Letter, certain of the Commitment Parties will act as the initial lenders, joint lead arrangers and joint bookrunners with respect to a $1,400 million asset-based revolving credit facility consisting of (i) a $1,250 million revolving facility (the “Tranche A U.S. Facility”) made available to, initially, xpedx and following the Subsidiary Merger, xpedx and Unisource (collectively, the “U.S. Borrowers”), (ii) a first-in, last-out facility (the “Tranche A-1 U.S. Facility”) made available to the U.S. Borrowers in an amount to be agreed, which will reduce the Tranche A U.S. Facility on a dollar-for-dollar basis, (iii) a $150 million revolving facility (the “Tranche A Canadian Facility”) made available to Unisource Canada Inc. (the “Canadian Borrower”) and (iv) a first-in, last-out facility (the “Tranche A-1 Canadian Facility” and, together with the Tranche A U.S. Facility, the Tranche A-1 U.S. Facility and the Tranche A Canadian Facility, the “ABL Facility”) made available to the Canadian Borrower in an amount to be agreed, which will reduce the Tranche A Canadian Facility on a dollar-for-dollar basis, each subject to the terms and conditions set forth in the Commitment Letter. Proceeds from the ABL Facility and cash on hand at Spinco will be used to refinance existing indebtedness, make the Special Payment, pay the fees and expenses related to the transactions and for working capital and other general corporate purposes.

4

The ABL Facility will include certain representations and warranties, affirmative and negative covenants, events of default, guarantee arrangements and collateral arrangements, as described in the Commitment Letter. The Commitment Parties’ obligations to provide the financing are subject to the satisfaction of specified conditions, including:

• the consummation of the Contribution substantially concurrently with the initial funding under the ABL Facility in accordance with the terms of the Distribution Agreement and the consummation of the Merger substantially concurrently with the initial funding under the ABL Facility in accordance with the terms of the Merger Agreement, in each case without any waiver or amendment thereof, or consent thereunder, that is materially adverse to the lenders without the consent of the Commitment Parties;

• the accuracy of certain representations, as described in the Commitment Letter;

• no material adverse effect on the financial condition or results of operations of the Spinco Business or UWWH or on the ability of IP, certain entities engaged in the Spinco Business or UWWH to consummate the transactions;

• the delivery of a borrowing base certificate and certain marketing materials, as described in the Commitment Letter;

• the execution and delivery of definitive loan documentation for the ABL Facility, including receipt of documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules; and

• the payment of fees and expenses in connection with the ABL Facility.

The documentation governing the ABL Facility has not been finalized, and accordingly the actual terms may differ from the description of such terms in the foregoing summary of the Commitment Letter. The foregoing summary of the Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by, the terms and conditions of the Commitment Letter, which is attached hereto as Exhibit 2.3.

5

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
Exhibit 2.1	Agreement and Plan of Merger, dated as of January 28, 2014, by and among International Paper Company, xpedx Holding Company, xpedx Intermediate, LLC, xpedx, LLC, UWW Holdings, LLC, UWW Holdings, Inc. and Unisource Worldwide, Inc.
Exhibit 2.2	Contribution and Distribution Agreement, dated as of January 28, 2014, among International Paper Company, xpedx Holding Company, UWW Holdings, Inc. and solely for purposes of Article VI and Article X, UWW Holdings, LLC.
Exhibit 2.3	Commitment Letter, dated January 28, 2014, by and among xpedx Holding Company, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Bank, N.A., SunTrust Bank and SunTrust Robinson Humphrey, Inc.

6

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERNATIONAL PAPER COMPANY
By:	/s/ Sharon R. Ryan
Name:	Sharon R. Ryan
Title:	Senior Vice President, General
	Counsel and Corporate Secretary

Date: February 3, 2014

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 2.1	Agreement and Plan of Merger, dated as of January 28, 2014, by and among International Paper Company, xpedx Holding Company, xpedx Intermediate, LLC, xpedx, LLC, UWW Holdings, LLC, UWW Holdings, Inc. and Unisource Worldwide, Inc.
Exhibit 2.2	Contribution and Distribution Agreement, dated as of January 28, 2014, among International Paper Company, xpedx Holding Company, UWW Holdings, Inc. and solely for purposes of Article VI and Article X, UWW Holdings, LLC.
Exhibit 2.3	Commitment Letter, dated January 28, 2014, by and among xpedx Holding Company, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Bank, N.A., SunTrust Bank and SunTrust Robinson Humphrey, Inc.

EX-2.1

Exhibit 2.1

EXECUTION COPY

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, 2014

TABLE OF CONTENTS

		Page
ARTICLE I DEFINED TERMS			3
Section 1.1	Defined Terms		3
ARTICLE II THE SEPARATION, THE MERGER AND RELATED MATTERS			21
Section 2.1	The Distribution		21
Section 2.2	The Merger		21
Section 2.3	Closing		22
Section 2.4	Effective Time		22
Section 2.5	Effects of the Merger		22
Section 2.6	Certificate of Incorporation and Bylaws of the Surviving Corporation		22
Section 2.7	Conversion of Capital Stock		22
Section 2.8	Exchange of Shares		23
ARTICLE III CERTAIN ADJUSTMENTS			24
Section 3.1	Estimated Closing Statement		24
Section 3.2	Post-Closing Adjustment.		24
ARTICLE IV SUBSIDIARY MERGER AND RELATED MATTERS			27
Section 4.1	The Subsidiary Merger		27
Section 4.2	Effective Time of the Subsidiary Merger		27
Section 4.3	Effects of the Subsidiary Merger		27
Section 4.4	Certificate of Incorporation and Bylaws of Unisource		27
Section 4.5	Conversion of Capital Stock		28
ARTICLE V REPRESENTATIONS AND WARRANTIES OF IP, SPINCO, XPEDX INTERMEDIATE AND XPEDX			28
Section 5.1	Due Organization, Good Standing, Corporate Power and Subsidiaries		28
Section 5.2	Authorization and Validity of Agreement		29
Section 5.3	Corporate Authority Relative to this Agreement; No Violation		29
Section 5.4	Capitalization		30
Section 5.5	Affiliate Transactions		31
Section 5.6	Spinco Financial Statements		32
Section 5.7	Information to Be Supplied		32
Section 5.8	Assets		33
Section 5.9	Absence of Certain Changes or Events		34
Section 5.10	Actions; Litigation		34
Section 5.11	Compliance with Laws; Certain Licenses		35
Section 5.12	Environmental Matters		35
Section 5.13	Tax Matters		36
Section 5.14	Employee Benefits		37
Section 5.15	Labor and Employment Matters		39
Section 5.16	Intellectual Property		40

i

Section 5.17	Material Contracts	41
Section 5.18	Board Approvals; Votes Required	42
Section 5.19	Status of New Spinco Common Stock	43
Section 5.20	Operations of Spinco	43
Section 5.21	Insurance of Spinco	43
Section 5.22	Brokers or Finders; Transaction Bonuses	43
Section 5.23	Bank Accounts	44
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE UWWH STOCKHOLDER, UWWH AND UNISOURCE		44
Section 6.1	Due Organization, Good Standing, Corporate Power and Subsidiaries	44
Section 6.2	Authorization and Validity of Agreement	44
Section 6.3	Corporate Authority Relative to this Agreement; No Violation	45
Section 6.4	Capitalization	45
Section 6.5	Affiliate Transactions	46
Section 6.6	UWWH Financial Statements	46
Section 6.7	Information to Be Supplied	47
Section 6.8	Assets	47
Section 6.9	Absence of Certain Changes or Events	48
Section 6.10	Actions; Litigation	48
Section 6.11	Compliance with Laws; Certain Licenses	49
Section 6.12	Environmental Matters	49
Section 6.13	Tax Matters	50
Section 6.14	Employee Benefits	51
Section 6.15	Labor and Employment Matters	53
Section 6.16	Intellectual Property	54
Section 6.17	Material Contracts	55
Section 6.18	Board Approvals; Votes Required	56
Section 6.19	Dividends	57
Section 6.20	Brokers or Finders; Transaction Bonuses	57
Section 6.21	Insurance of UWWH	57
Section 6.22	Bank Accounts	58
ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE UWWH STOCKHOLDER		58
Section 7.1	No Public Sale or Distribution	58
Section 7.2	Accredited Investor Status	58
Section 7.3	Reliance on Exemptions	58
Section 7.4	Information	58
Section 7.5	No Governmental Review	59
Section 7.6	Transfer or Resale	59
Section 7.7	Due Organization, Good Standing and Corporate Power	60
Section 7.8	Authorization and Validity of Agreement	60
Section 7.9	Company Authority Relative to this Agreement; No Violation	60
Section 7.10	No General Solicitation	61

ii

ARTICLE VIII COVENANTS		61
Section 8.1	Conduct of the Spinco Business Pending the Merger	61
Section 8.2	Conduct of the Unisource Business by UWWH Pending the Merger	66
Section 8.3	Directors and Officers of Spinco and the Surviving Corporation	71
Section 8.4	Preparation of Registration Statement and Prospectus	72
Section 8.5	No Solicitation of Acquisition Proposals	73
Section 8.6	Tax Matters	74
Section 8.7	Cooperation	74
Section 8.8	Competition Approvals; IRS Rulings	75
Section 8.9	Stockholders and Member Approvals	77
Section 8.10	Access	78
Section 8.11	Director and Officer Indemnification; Insurance	79
Section 8.12	Material Licenses	79
Section 8.13	Public Announcements	79
Section 8.14	Defense of Litigation	80
Section 8.15	Notification of Certain Events	80
Section 8.16	[Reserved]	80
Section 8.17	Confidentiality	80
Section 8.18	Control of Other Party’s Business	82
Section 8.19	Financing	82
Section 8.20	Non-Solicitation of Employees	85
Section 8.21	Non-Solicitation of Customers	85
Section 8.22	Covenant Not to Compete	87
Section 8.23	Post-Closing Access; Preservation of Records	89
Section 8.24	Payoff Letters; Transaction Expenses	90
Section 8.25	Advisory Agreement	91
Section 8.26	Financial Statements	91
Section 8.27	Required Amendments	91
Section 8.28	Disclosure Controls	92
Section 8.29	Severance	92
Section 8.30	Restructuring	92
ARTICLE IX CONDITIONS OF THE MERGER		92
Section 9.1	Conditions to the Obligations of Each Party	92
Section 9.2	Additional Conditions to the Obligations of IP, Spinco, xpedx Intermediate and xpedx	94
Section 9.3	Additional Conditions to the Obligations of UWWH and Unisource	95
Section 9.4	Frustration of Closing Conditions	96
ARTICLE X TERMINATION, AMENDMENT AND WAIVER		96
Section 10.1	Termination or Abandonment	96
Section 10.2	Effect of Termination	97
Section 10.3	Fees and Expenses	98

iii

ARTICLE XI GENERAL PROVISIONS		98
Section 11.1	Non-Survival of Representations and Warranties; Survival of Certain Covenants	98
Section 11.2	Notices	99
Section 11.3	Counterparts; Delivery by Electronic Transmission	101
Section 11.4	No Third Party Beneficiaries	102
Section 11.5	Entire Agreement	102
Section 11.6	Assignment	102
Section 11.7	Governing Law; WAIVER OF JURY TRIAL	102
Section 11.8	Jurisdiction; Service of Process	103
Section 11.9	Severability	104
Section 11.10	Headings	104
Section 11.11	Attorneys’ Fees	104
Section 11.12	Amendment	104
Section 11.13	Extension; Waiver	104
Section 11.14	Interpretation	105
Section 11.15	Specific Performance	105
Section 11.16	Damages Waiver	106
Section 11.17	Reference to Time	106
Section 11.18	No Representations or Warranties	106

iv

EXHIBITS

Exhibit A	Subsidiary Certificate of Incorporation
Exhibit B	Subsidiary Bylaws
Exhibit C	Form of Tax Receivable Agreement
Exhibit D	Form of Registration Rights Agreement
Exhibit E	Form of Transition Services Agreement
Exhibit F	Form of FIRPTA Certificate
Exhibit G	Spinco Commitment Letter

v

AGREEMENT AND PLAN OF MERGER

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”).

W I T N E S S E T H

WHEREAS, IP directly and indirectly through its Subsidiaries is engaged in the Spinco Business (as such term, and each other capitalized term used herein and not defined, is defined in ARTICLE I hereof); and

WHEREAS, on or prior to the Separation Date, and subject to the terms and conditions set forth in the Distribution Agreement, IP will (i) consummate the LLC Contribution and (ii) in exchange for the contribution to Spinco, directly or indirectly, of all of the issued and outstanding capital stock and other equity securities of the Spinco Subsidiaries, Spinco will issue to IP the Spinco Common Stock and pay to IP the Special Payment and the Earnout Payment (if applicable and due), all upon the terms and subject to the conditions set forth in the Distribution Agreement; and

WHEREAS, prior to the Effective Time on the Closing Date, IP will distribute to the IP Stockholders (other than with respect to shares of IP Common Stock held in treasury of IP) as of the Record Date (as defined and provided for in the Distribution Agreement) all of the issued and outstanding shares of Spinco Common Stock, as provided for in the Distribution Agreement (the “Distribution” and together with the Contributions, the “Separation”); and

WHEREAS, concurrently with the execution and delivery of this Agreement, GP is delivering to UWWH and Spinco a covenant and waiver letter in which GP has, on behalf of itself and its Affiliates, consented to the consummation of the Transactions for purposes of any Contract between GP or any of its Affiliates and UWWH or any of its Subsidiaries and waived any rights thereunder it or they may have in connection with or as a result of the Transactions; and

WHEREAS, the UWWH Board of Directors (i) has approved and declared advisable, and in the best interests of UWWH and the UWWH Stockholder, this Agreement and the Transactions, including the Merger, and (ii) has recommended the adoption by the UWWH Stockholder of this Agreement and its approval of the Transactions; and

WHEREAS, the IP Board of Directors has approved and declared advisable, and in the best interests of the IP Stockholders, this Agreement and the Distribution Agreement and the Transactions, including the Separation and the Merger; and

WHEREAS, the Spinco Board of Directors (i) has approved and declared advisable, and in the best interests of Spinco and its sole stockholder, IP, this Agreement and the Distribution Agreement and the Transactions, including the Separation and the Merger, and (ii) has recommended the adoption by IP, as the sole stockholder of Spinco, of this Agreement and its approval of the Transactions; and

WHEREAS, IP, as the sole member and managing member of xpedx Intermediate, has approved and adopted this Agreement and the Transactions, including the Subsidiary Merger; and

WHEREAS, IP, as the sole member and managing member of xpedx, has approved and adopted this Agreement and the Transactions; and

WHEREAS, the Unisource Board of Directors (i) has approved and declared advisable, and in the best interests of Unisource and its sole stockholder, UWWH, this Agreement and the Transactions, including the Subsidiary Merger, and (ii) has recommended the adoption by UWWH, as the sole stockholder of Unisource, of this Agreement and its approval of the Transactions; and

WHEREAS, (i) each of UWWH, IP and Spinco has agreed to effect the Merger and (ii) each of xpedx Intermediate and Unisource has agreed to effect the Subsidiary Merger, in each case, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”); and

WHEREAS, it is the intention of the Parties that, for U.S. federal income tax purposes, (i) the transactions undertaken in connection with the contribution to Spinco of all of the membership interests in xpedx Intermediate and the Distribution will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(D) of the Code, (ii) the Distribution will qualify as a distribution of Spinco stock to IP Stockholders eligible for nonrecognition under Sections 355(a) and 361 of the Code; (iii) the Special Payment and Earnout Payment will qualify for nonrecognition under Section 361 of the Code; (iv) the Merger will qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code, (v) the Subsidiary Merger will qualify as a tax-free capital contribution within the meaning of Section 351 of the Code, (vi) no gain or loss will be recognized as a result of such transactions for U.S. federal income tax purposes by any of IP, Spinco, UWWH, their respective Subsidiaries, the UWWH Stockholder (except to the extent of cash received in lieu of fractional shares, as a result of the Tax Receivable Agreement, or as a result of cash received pursuant to Article III) or the IP Stockholders (except to the extent of cash received in lieu of fractional shares); and (vii) this Agreement and the Distribution Agreement together are a “plan of reorganization” within the meaning of Section 1.368-2(g) and 1.368-3(a) of the Treasury Regulations.

2

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINED TERMS

Section 1.1 Defined Terms. When used in this Agreement, the following terms shall have the respective meanings specified therefor below (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Acceptance Notice” shall have the meaning set forth in Section 8.22(b)(ii) hereof.

“Acquired Competing Business” shall have the meaning set forth in Section 8.22(b)(i) hereof.

“Action” shall mean any demand, action, claim, charge, grievance, complaint, arbitration, mediation, proceeding, inquiry, review, audit, hearing, investigation, litigation, suit or countersuit of any nature, whether civil, criminal, administrative, investigative, regulatory or informal, commenced, brought or heard by or before any Governmental Authority.

“Adjustment Amount” shall mean an amount (which may be negative) equal to (a) the UWWH Working Capital Adjustment, minus (b) the UWWH Net Debt Adjustment, minus (c) the UWWH Transaction Expenses Amount, in each case as shown on the UWWH Final Closing Statement as finally determined pursuant to Section 3.2(c) hereof.

“Advisory Agreement” shall mean the Advisory Agreement by and among UWWH, Unisource and Bain Capital Partners, LLC, a Delaware limited liability company, dated as of November 27, 2002.

“Affiliate” shall have the meaning set forth in the Distribution Agreement.

“Aggregate Merger Consideration” shall mean a number of shares of Spinco Common Stock equal to (i) the aggregate number of shares of Spinco Common Stock issued and outstanding immediately prior to the Effective Time, divided by (ii) the xpedx Valuation Percentage, multiplied by (iii) the UWWH Valuation Percentage.

“Agreement” shall have the meaning set forth in the preamble hereof.

“Applicable Accounting Principles” means GAAP as applied in a manner consistent with the GAAP-compliant methodologies, practices, estimation techniques, classifications, judgments, assumptions and principles used in the preparation of the UWWH Audited Balance Sheet and the related audited statements of operations, cash flows and stockholder’s equity for the year ended December 29, 2012, subject to the exceptions, and determined in accordance with the accounting principles and methodologies, set forth in Section 1.1(d) (Applicable Accounting Principles) of the UWWH Disclosure Schedules.

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“Approved Spinco Offer” shall mean an offer of employment to a new Spinco Group Employee whose hiring is approved by xpedx senior management; provided that if such offer of employment (A) is for a Spinco Group Employee who would, after the Distribution, be an “officer” within the meaning of Rule 16a-1 promulgated under the Securities Exchange Act of 1934, or (B) commits to any severance obligations, or contains any other material elements of compensation or benefits, in each case that are materially more favorable to the employee than to other similarly situated employees, then it shall not be an Approved Spinco Offer unless Spinco shall have notified the UWWH Stockholder reasonably in advance of offering employment to such new Spinco Group Employee of the material terms of such employment offer, and such offer has been approved by the UWWH Stockholder Board of Managers.

“Asset” shall have the meaning set forth in the Distribution Agreement.

“Assignment Agreement” shall have the meaning set forth in the recitals hereof.

“Business Day” shall have the meaning set forth in the Distribution Agreement.

“Calculation Time” shall have the meaning set forth in the Distribution Agreement.

“Cash and Cash Equivalents” shall have the meaning set forth in the Distribution Agreement.

“Certificate of Merger” shall have the meaning set forth in Section 2.4 hereof.

“Closing” shall have the meaning set forth in Section 2.3 hereof.

“Closing Date” shall have the meaning set forth in Section 2.3 hereof.

“Code” shall have the meaning set forth in the Distribution Agreement.

“Confidential Business Information” means all Information, data or material (other than Confidential Operational Information), including (i) earnings reports and forecasts, (ii) macro-economic reports and forecasts, (iii) business and strategic plans, (iv) general market evaluations and surveys, (v) litigation presentations and risk assessments, (vi) budgets and (vii) financing and credit-related information.

“Confidential Information” means all Confidential Business Information and Confidential Operational Information concerning a Party and/or its Subsidiaries which, prior to or following the Effective Time, has been disclosed by a Party or its Subsidiaries to the other Party or its Subsidiaries, in written, oral (including by recording), electronic or visual form, or otherwise has come into the possession of the other Party, including pursuant to the access provisions or any other provision of this Agreement or any other Transaction Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no action of such Party or its Subsidiaries, (ii) lawfully acquired from other sources by such Party or its Subsidiaries to which it was furnished, (iii) independently developed by a Party or its Subsidiaries after the date hereof without reference to the Confidential Business Information or Confidential Operational Information of the other Party or its Subsidiaries and without a breach of this Agreement or (iv) approved for release by written authorization of the disclosing Party and/or the third-party owner of the disclosed information; provided, however, in the case of clause (ii) that, to the furnished Party’s knowledge, such sources did not provide such information in breach of any confidentiality obligations).

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“Confidential Operational Information” means all operational Information, data or material including (i) specifications, ideas and concepts for products, services and operations, (ii) quality assurance policies, procedures and specifications, (iii) customer information, (iv) software, (v) training materials and information and (vi) all other know-how, methodologies, procedures, techniques and trade secrets related to design, development and operational processes.

“Confidentiality Agreement” shall mean the Amended and Restated Confidentiality Agreement by and between IP and UWWH, dated as of May 17, 2013, as amended.

“Consumer Packaging Products” shall mean any paperboard and other consumer packaging products.

“Contract” shall mean any written or oral agreement, arrangement, authorization, sale order, purchase order, open bid, commitment, contract, indenture, mortgage, note, bond, instrument, evidence of indebtedness, real estate or other lease, loan, license, obligation, restriction, memorandum of understanding, letter of intent, covenant, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, assets or business, in each case, whether express or implied, including all amendments, modifications and supplements thereto and waivers and consents thereunder.

“Contributions” shall have the meaning set forth in the Distribution Agreement.

“Covered Products” shall mean (i) offset paper products, (ii) cut-size paper products, (iii) forms and converting paper products and (iv) coated paperboard products. It is understood and agreed that each of the foregoing clauses (i)-(iv) shall be a separate “category” of Covered Product as such term is used herein.

“Delayed Transfer Assets” shall have the meaning set forth in the Distribution Agreement.

“DGCL” shall have the meaning set forth in the recitals hereof.

“DLLCA” shall have the meaning set forth in the recitals hereof.

“Dispute Resolution Request” shall have the meaning set forth in Section 3.2(c) hereof.

“Distribution” shall have the meaning set forth in the Distribution Agreement.

“Distribution Agreement” shall mean the Contribution and Distribution Agreement, dated as of the date hereof, by and between IP, Spinco and UWWH.

“Distribution Date” shall have the meaning set forth in the Distribution Agreement.

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“DOJ” shall mean the U.S. Department of Justice.

“Earnout Payment” shall have the meaning set forth in the Distribution Agreement.

“Effective Time” shall have the meaning set forth in Section 2.4 hereof.

“Employee Matters Agreement” shall mean the Employee Matters Agreement by and between IP, Spinco and UWWH, dated as of the date hereof.

“Encumbrances” shall mean all liens (statutory or otherwise), security interests, hypothecations, preferences, priorities, easements, pledges, bailments (in the nature of a pledge or for purposes of security), mortgages, deeds of trusts, covenants, grants of power to confess judgment, charges (including any conditional sale or other title retention agreement or lease in the nature thereof), options, encumbrances or other restrictions of any kind, including restrictions on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, and all other similar rights of third parties, of any kind or nature.

“Environmental Claims” shall mean any Action, notice, letter, demand or request for information (in each case in writing) by any Person or entity alleging potential Liability (including potential Liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from any violation of Environmental Law or the release, emission, discharge, presence or disposal of, or exposure to, any Hazardous Material at any location.

“Environmental Law” shall mean any Law or Order relating to pollution or the protection, cleanup or restoration of the environment, or to workplace or public health or safety, including the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act, the Federal Comprehensive Environmental Response, Compensation, and Liability Act and the Federal Toxic Substances Control Act, in each case as in effect on or prior to the date hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” shall mean, with respect to any Person, any other Person or any trade or business, whether or not incorporated, that, together with such first Person would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA.

“Estimated Adjustment Amount” shall mean an amount (which may be negative) equal to (i) the UWWH Estimated Working Capital Adjustment, minus (ii) the UWWH Estimated Net Debt Adjustment, minus (iii) the UWWH Estimated Transaction Expenses Amount.

“Estimated Adjustment Amount Payment” shall mean the product of (i) the absolute value of the Estimated Adjustment Amount, multiplied by (ii) the Gross-Up Percentage.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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“Excluded Assets” shall have the meaning set forth in the Distribution Agreement.

“FTC” shall mean the U.S. Federal Trade Commission.

“GAAP” shall have the meaning set forth in the Distribution Agreement.

“Governmental Authority” shall have the meaning set forth in the Distribution Agreement.

“GP” shall mean Georgia-Pacific LLC, a Delaware limited liability company.

“GP Sale-Leasebacks” means any lease between UWWH or any of its Affiliates, on the one hand, and GP or any of its Affiliates, on the other hand, that is accounted for as a capital lease on the balance sheet included in the UWWH Interim Financial Statements.

“Gross-Up Percentage” means the xpedx Valuation Percentage, divided by the UWWH Valuation Percentage.

“Hazardous Material” shall mean any material, substance or waste as to which Liability or standards of conduct may be imposed under any Environmental Law.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” shall mean, other than as set forth in Section 1.1(a) (Indebtedness) of the IP/Spinco Disclosure Schedules with respect to the Spinco Business, Spinco and its Subsidiaries or Section 1.1(a) (Indebtedness) of the UWWH Disclosure Schedules with respect to UWWH and its Subsidiaries, with respect to any Person at any date, without duplication: (i) all Liabilities of such Person for borrowed money or issued in substitution for or exchange or replacement of indebtedness for borrowed money, including in respect of loans or advances, whether current, short-term or long-term, secured or unsecured, (ii) all Liabilities of such Person evidenced by bonds, debentures, mortgages, notes or other similar instruments or debt securities (including any seller notes, earnout obligations, compensation arrangements, unpaid principal, related expenses, commitment and other fees, reimbursements, indemnities and all other amounts payable in connection therewith), (iii) any commitment by which a Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit and bankers’ acceptances), (iv) all Liabilities under leases or other similar Contracts for real or personal property which have been or must be, in accordance with GAAP, recorded as capital leases, (v) all Liabilities under any sale-leaseback arrangement in accordance with ASC 840-40: Sale-Leaseback Transactions, (vi) all indebtedness related to conditional sales, title retention or similar arrangements, or with respect to any deferred purchase price of assets or services with respect to which a Person is liable, contingently or otherwise, as obligor, guarantor, surety or otherwise, (vii) all deferred compensation obligations that are owed or that are not cancelable by unilateral action by such Person and may become owing by the Surviving Corporation or any of its Subsidiaries under agreements or arrangements existing as of the Effective Time, (viii) all deferred revenue obligations, (ix) any Liabilities with respect to any existing and outstanding incentive equity grants, phantom stock or other equity securities grants or similar arrangements (in each case, to the extent not included as a Transaction Expense), (x) any Liabilities with

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respect to any interest rate cap, hedging or swap agreements, foreign currency exchange agreements or similar arrangements (valued at the termination value thereof), (xi) any Liabilities with respect to unfunded pension obligations that are or would become obligations of the Surviving Corporation or any of its Subsidiaries, in each case other than with respect to those Liabilities specifically related to the UWWH Multiemployer Plans, the UWWH Single Employer Pension Plans and the Spinco Group Employees under the Spinco Multiemployer Plans, (xii) all guarantees, direct or indirect, of such Person in connection with any of the foregoing and any other indebtedness guaranteed in any manner by a Person (including guarantees in the form of an agreement to repurchase or reimburse), but not any items to the extent for which Spinco is entitled to be indemnified pursuant to Section 6.3(b) of the Distribution Agreement and (xiii) all accrued and unpaid interest, prepayment premiums or penalties, or breakage fees related to any of the foregoing; provided, in each case, that GP Sale-Leasebacks shall not constitute Indebtedness.

“Industrial Packaging Products” shall mean any containerboard, linerboard, corrugated products and other industrial packaging products.

“Information” shall have the meaning set forth in the Distribution Agreement.

“Infringes” shall have the meaning set forth in Section 5.16(c) hereof.

“Intellectual Property” shall mean, collectively, any U.S. and non-U.S. issued, registered, unregistered and pending: (i) patents and patent applications (including any divisionals, continuations, continuations-in-part, reissues, renewals, re-examinations, extensions, provisional and applications for any of the foregoing), inventor’s certificates, utility model rights and similar rights, petty patents and applications therefor; (ii) works of authorship, mask works, copyrights, and copyright and mask work registrations and applications for registration; (iii) trademarks and service marks (including those which are protected without registration due to their well-known status), trade names, corporate names, domain names, logos, slogans, taglines, trade dress, general intangibles of like nature, and other indicia of source, origin, endorsement, sponsorship or certification, designs, industrial designs, product packaging shape, and other elements of product and product packaging appearance together with all registrations and applications for registration of any of the foregoing and all goodwill related to any of the foregoing; (iv) unpatented inventions (whether or not patentable), trade secrets under applicable law, know-how and confidential or proprietary information, including (in whatever form or medium), discoveries, ideas, compositions, rights in software (including all source and object code related thereto), computer software documentation, database, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, pricing and cost information, correspondence and notes; (v) all claims and rights related to any of the foregoing; and (vi) all other intellectual property or proprietary rights.

“IP” shall have the meaning set forth in the preamble hereof.

“IP 401(k) Plans” shall have the meaning set forth in the Employee Matters Agreement.

“IP Ancillary Products” shall have the meaning set forth in Section 8.22(a) hereof.

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“IP Board of Directors” shall mean the board of directors of IP.

“IP Common Stock” shall have the meaning set forth in the Distribution Agreement.

“IP Entities” shall mean IP and each of the IP Subsidiaries (as defined in the Distribution Agreement).

“IP Income Tax Return” shall have the meaning set forth in the Tax Matters Agreement.

“IP Non-Income Tax Return” shall have the meaning set forth in the Tax Matters Agreement.

“IP Product Business” shall have the meaning set forth in Section 8.21 hereof.

“IP/Spinco Disclosure Schedules” shall mean the disclosure schedules delivered by IP and Spinco to UWWH concurrently herewith.

“IP Stockholders” shall mean the holders of the IP Common Stock.

“IP Tax Opinion” shall have the meaning set forth in Section 9.2(e) hereof.

“IRS” shall mean the U.S. Internal Revenue Service.

“IRS Rulings” shall have the meaning set forth in Section 8.8(b)(i) hereof.

“IRS Submissions” shall have the meaning set forth in Section 8.8(b)(ii) hereof.

“Key Spinco Group Employees” shall mean those Spinco Group Employees set forth on Section 1.1(b) (Key Spinco Group Employees) of the IP/Spinco Disclosure Schedules.

“Key UWWH Employees” shall mean those UWWH Employees set forth on Section 1.1(b) (Key UWWH Employees) of the UWWH Disclosure Schedules.

“Knowledge” shall mean (i) with respect to the IP Entities and the Spinco Entities, the actual knowledge of the persons listed on Section 1.1(c) (Knowledge) of the IP/Spinco Disclosure Schedules and (ii) with respect to UWWH and its Subsidiaries, the actual knowledge of the persons listed on Section 1.1(c) (Knowledge) of the UWWH Disclosure Schedules.

“Law” shall have the meaning set forth in the Distribution Agreement.

“Lender Related Party” shall mean the Lenders and any former, current and future Affiliates, officers, directors, managers, employees, shareholders, equityholders, members, managers, partners, agents, representatives, successors or assigns of any of the foregoing or any of the Lenders or any of their Affiliates.

“Lenders” shall mean the lenders party to the Spinco Commitment Letter.

“Liability” shall have the meaning set forth in the Distribution Agreement.

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“License” shall mean any license, ordinance, authorization, permit, certificate, right, easement, variance, exemption, consent, franchise or approval from any Governmental Authority, domestic or foreign.

“LLC Contribution” shall have the meaning set forth in the Distribution Agreement.

“Management Consulting Agreement” shall mean (i) that certain Joint Agreement, dated July 31, 2013, by and among McKinsey & Company, Inc. United States, Unisource and IP, (ii) that certain Phase 1 Confirmation Letter, dated July 31, 2013, by and among McKinsey & Company, Inc. United States, Unisource and IP and (iii) any agreements or memoranda related to and/or executed in connection with the foregoing.

“Merchant Distribution Business” shall mean the business of purchasing for resale, and reselling, or acting as a broker for the purchase or sale of, products manufactured by third parties; it being understood and agreed that the foregoing does not include (a) trading or bartering products manufactured by third parties for products manufactured by IP or any of its Subsidiaries, (b) outsourcing to any third party the supply of products manufactured by such third party in place of products manufactured by IP or any of its Subsidiaries to the extent IP has curtailed its own production of such products, (c) purchasing, selling or acting as a broker for the purchase or sale of used, waste or reclaimed materials (including, without limitation, old corrugated containers) or (d) selling packaging equipment or machinery of the types sold as of the date hereof in connection with, or which is otherwise ancillary to, the sale of products manufactured by IP or any of its Subsidiaries.

“Merger” shall have the meaning set forth in Section 2.2(b) hereof.

“Merger Tax Opinion” shall have the meaning set forth in Section 8.8(b)(iii) hereof.

“Multiemployer Plan” shall mean any “multiemployer plan” within the meaning of Section 3(37) of ERISA.

“Non-Solicitation Period” shall have the meaning set forth in Section 8.21(a) hereof.

“NYSE” shall mean the New York Stock Exchange, Inc.

“Order” shall mean any decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, settlement, ruling, restriction, charge or writ of any Governmental Authority, whether temporary, preliminary or permanent.

“Paper Products” shall mean any printing, reprographics, and writing paper products.

“Party” and “Parties” shall have the meanings set forth in the preamble hereof.

“Payoff Letters” shall have the meaning set forth in Section 8.24(a) hereof.

“Per Share Merger Consideration” shall have the meaning set forth in Section 2.7(a)(i) hereof.

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“Person” shall have the meaning set forth in the Distribution Agreement.

“Proposed Amendment” shall have the meaning set forth in Section 8.27 hereof.

“Proposed Sale” shall have the meaning set forth in Section 8.22(b)(i) hereof.

“Proposed Sale Notice” shall have the meaning set forth in Section 8.22(b)(i) hereof.

“Proposed Sale Price” shall have the meaning set forth in Section 8.22(b)(i) hereof.

“Prospectus” shall mean the prospectus of Spinco to be distributed to the IP Stockholders in connection with the Distribution, including any preliminary prospectus or definitive prospectus filed with the SEC in accordance with the terms and provisions of this Agreement. The Prospectus shall constitute a part of the Registration Statement.

“Redactable Information” shall have the meaning set forth in Section 8.8(b)(ii) hereof.

“Registration Rights Agreement” shall mean the Registration Rights Agreement by and between the Surviving Corporation and the UWWH Stockholder substantially in the form attached hereto as Exhibit D.

“Registration Statement” shall mean the registration statement on Form S-1 to be filed by Spinco with the SEC in connection with the issuance of shares of Spinco Common Stock in connection with the Distribution.

“Related Parties” shall mean, with respect to any Person, such Person’s present, former and future Representatives and each of their respective heirs, executors, successors and assigns.

“Released Claim” shall have the meaning set forth in Section 11.1(b) hereof.

“Released Party” shall have the meaning set forth in Section 11.1(b) hereof.

“Releasing Party” shall have the meaning set forth in Section 11.1(b) hereof.

“Representative” shall have the meaning set forth in the Distribution Agreement.

“Required Information” shall have the meaning set forth in Section 8.19(a) hereof.

“Restricted Business” shall mean the Merchant Distribution Business with respect to the types of products sold by the Spinco Business as of the date hereof (including (i) Paper Products, Consumer Packaging Products, Industrial Packaging Products, and Towel, Tissue and Foodservice Products, (ii) cleaning products, liners, sanitation products, and other facilities supplies, (iii) cushioning and void fill products, shrink film, stretch film, pallet covering materials, strapping, bags, tape or other packaging materials, and (iv) warehouse supply products), in each case, in North America. In no event will the Restricted Business be deemed to include (i) the sale by IP or any of its Subsidiaries of products manufactured by IP or any of its Subsidiaries, or (ii) any other activities conducted by IP or any of its Subsidiaries as of the date hereof (so long as there is no material expansion thereof after the date hereof), other than the Spinco Business.

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“Restricted Cash” shall have the meaning set forth in the Distribution Agreement.

“Restricted Customer” shall mean those customers set forth on Section 1.1(d) (Restricted Customers) of the IP/Spinco Disclosure Schedules.

“Restricted Direct Sale Products” shall mean, with respect to any Restricted Customer, solely the category of Covered Products that are the same as the category of Covered Products manufactured by IP or any of its Subsidiaries that are sold by the Spinco Business to such Restricted Customer as of the date hereof.

“Restricted Employee” shall mean any sales manager, outside and inside sales representative, sales specialist, merchandiser, merchandising manager or supply category manager of the Surviving Corporation on the date hereof or on the Closing Date, or any other employee of the Surviving Corporation who participates in the Spinco long-term management incentive equity plan on the Closing Date.

“Return” shall have the meaning set forth in the Tax Matters Agreement.

“Rule 144” shall have the meaning set forth in Section 7.6 hereof.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Separation” shall have the meaning set forth in the recitals hereof.

“Separation Date” shall mean the date and time that the Separation shall become effective.

“Severance Obligation” shall mean any obligation to pay severance or any similar payments to any natural person who is an employee, consultant or contractor of UWWH or any of its Affiliates or the Spinco Business.

“Shared Expenses” shall mean all fees and expenses incurred in connection with (i) the Spinco Financing, (ii) any consultant retained for or on behalf of the Surviving Corporation, including pursuant to the Management Consulting Agreement, with the agreement of both IP and UWWH and listed on Section 1.1(e) (Shared Expenses) of the IP/Spinco Disclosure Schedule and (iii) any other product or service agreed upon by the Parties in good faith to be obtained or incurred primarily for the benefit of the Surviving Corporation; provided that, notwithstanding the foregoing, all fees and expenses for Debevoise & Plimpton LLP shall be Transaction Expenses of IP, and all fees and expenses for Kirkland & Ellis LLP shall be Transaction Expenses of UWWH.

“Special Payment” shall have the meaning set forth in the Distribution Agreement.

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_“Spinco” shall have the meaning set forth in the preamble hereof.

“Spinco Acquisition Proposal” shall mean, other than in connection with the Transactions or as otherwise specifically contemplated by this Agreement or the Distribution Agreement, any proposal relating to (i) any merger, consolidation, share exchange, business combination, recapitalization or other similar transaction or series of related transactions with respect to the Spinco Business; (ii) any sale, lease, exchange, transfer or other disposition (including by way of merger, consolidation or exchange), in a single transaction or a series of related transactions, of the assets of the Spinco Business or the Spinco Entities constituting 15% or more of the consolidated assets of the Spinco Business or accounting for 15% or more of the consolidated revenues of the Spinco Business; or (iii) any other similar transaction that would reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

“Spinco Assets” shall have the meaning set forth in the Distribution Agreement.

“Spinco Audited Balance Sheet” shall have the meaning set forth in the Distribution Agreement.

“Spinco Audited Financial Statements” shall have the meaning set forth in Section 5.6(a)(i) hereof.

“Spinco Benefit Plans” shall mean each material “employee benefit plan” (as defined in Section 3(3) of ERISA), and all other material employee benefit, pension, profit-sharing, savings, deferred compensation, bonus, incentive, stock option (or other equity-based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans, programs and arrangements, whether or not subject to ERISA (i) sponsored, maintained or contributed to or required to be contributed to by IP or any of its Subsidiaries (including Spinco or any of the Spinco Subsidiaries) or to which IP or any of its Subsidiaries (including Spinco) is a party and (ii) in which any current or former Spinco Group Employee or current director or consultant is a participant; provided, that such term shall not include any plan, program or arrangement sponsored, maintained or administered by a Governmental Authority or any Spinco Multiemployer Plan.

“Spinco Board of Directors” shall mean the board of directors of Spinco.

“Spinco Business” shall have the meaning set forth in the Distribution Agreement.

“Spinco Commitment Letter” shall mean the debt commitment letter from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Bank, N.A., SunTrust Bank and SunTrust Robinson Humphrey, Inc. committing funds to Spinco and/or its Subsidiaries for the Spinco Financing, attached hereto as Exhibit G.

“Spinco Common Stock” shall have the meaning set forth in the Distribution Agreement.

“Spinco Credit Documents” shall mean the Spinco Commitment Letter and all other documents required to be delivered on or prior to the Closing Date in connection with the Spinco Financing.

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“Spinco Group Employee” shall have the meaning set forth in the Distribution Agreement.

“Spinco Entities” shall mean Spinco and each of the Spinco Subsidiaries.

“Spinco Equity Interests” shall have the meaning set forth in Section 5.4(a) hereof.

“Spinco Financing” shall mean the debt financing incurred by xpedx Intermediate and/or its Subsidiaries to fund (i) the Special Payment and (ii) the refinancing of the Unisource Credit Facility.

“Spinco Financial Statements” shall have the meaning set forth in Section 5.6(a)(ii) hereof.

“Spinco Intellectual Property” shall mean the Intellectual Property Assets, as defined in the Distribution Agreement.

“Spinco Interim Financial Statements” shall have the meaning set forth in Section 5.6(a)(ii) hereof.

“Spinco Liabilities” shall have the meaning set forth in the Distribution Agreement.

“Spinco Material Adverse Effect” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to (x) the Spinco Business, the Spinco Entities, IP or any of IP’s Subsidiaries with respect to the Spinco Business, or the financial condition or results of operations of the Spinco Business, taken as a whole, or (y) the ability of IP or the Spinco Entities to consummate the Transactions and to perform their obligations under this Agreement and the Transaction Agreements; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has occurred, a Spinco Material Adverse Effect: any adverse effect, change or circumstance, individually or in the aggregate, arising from or relating to (i) general business or economic conditions, including any such conditions as they relate to the Spinco Business and matters generally affecting the industries in which the Spinco Business operates, (ii) national or international political or social conditions, including the engagement by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S., (iii) financial, banking or securities markets, (iv) changes in GAAP, (v) changes in any Laws, (vi) the negotiation or execution of this Agreement or any of the Transaction Agreements, any actions that are required to be taken by this Agreement or the Transaction Agreements, or the pendency or announcement of the Transactions (except that this clause (vi) shall be disregarded for purposes of clause (y) above and as the term “Spinco Material Adverse Effect” is used in Section 5.3 hereof and, to the extent related to Section 5.3 hereof, Section 9.3(a) hereof); provided, that, in the case of clauses (i), (ii), (iii), (iv) and (v), such effects, changes or circumstances shall be taken into account in determining whether a Spinco Material Adverse Effect exists or would reasonably be expected to exist, but only if the Spinco Business, the Spinco Entities or IP or any of IP’s Subsidiaries with respect to the Spinco Business are disproportionately affected thereby compared to other operators in the Spinco Business.

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“Spinco Material Contracts” shall have the meaning set forth in Section 5.17(a) hereof.

“Spinco Multiemployer Plans” means any Multiemployer Plan contributed to or required to be contributed to by IP or any of its Subsidiaries (including Spinco or any of the Spinco Subsidiaries) and in which any Spinco Group Employee is a participant.

“Spinco Stockholders” shall mean the Persons holding Spinco Common Stock after the Distribution and immediately prior to the Effective Time.

“Spinco Stockholder Approval” shall have the meaning set forth in Section 5.18(b) hereof.

“Spinco Subsidiaries” shall have the meaning set forth in the Distribution Agreement.

“Spin-Off Tax Opinion” shall have the meaning set forth in Section 8.8(b)(i) hereof.

“Subsidiary” shall have the meaning set forth in the Distribution Agreement.

“Subsidiary Merger” shall have the meaning set forth in Section 4.1 hereof.

“Subsidiary Merger Tax Opinion” shall have the meaning set forth in Section 8.8(b)(iii) hereof.

“Supply Agreements” shall have the meaning set forth in the Distribution Agreement.

“Surviving Corporation” shall have the meaning set forth in Section 2.2(b) hereof.

“Surviving Corporation Board of Directors” shall mean the board of directors of the Surviving Corporation.

“Tax Matters Agreement” shall mean the Tax Matters Agreement by and among IP, Spinco and UWWH, dated as of the date hereof.

“Tax Receivable Agreement” shall mean the Tax Receivable Agreement by and between the Surviving Corporation and the UWWH Stockholder substantially in the form attached hereto as Exhibit C.

“Taxable Period” shall mean any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period) with respect to which any Tax may be imposed under any applicable Law.

“Taxes” shall have the meaning set forth in the Distribution Agreement.

“Termination Date” shall have the meaning set forth in Section 10.1(b) hereof.

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“Towel, Tissue and Foodservice Products” shall mean any tissue, toilet paper, paper towels, paper napkins, plates, utensils, cups, and food containers.

“Transaction Agreements” shall mean, collectively, (a) the Distribution Agreement, (b) the Tax Receivable Agreement, (c) the Transition Services Agreement, (d) the Employee Matters Agreement, (e) the Supply Agreements, (f) the Registration Rights Agreement, (g) the Tax Matters Agreement and (h) all other documents required to be delivered on the Closing Date by any Party pursuant to this Agreement.

“Transaction Bonus Obligation” shall mean any obligation to pay to any natural person who is an employee, consultant or contractor of UWWH or any of its Affiliates or the Spinco Business any amount (including, but not limited to, a retention bonus or a change of control bonus) as a result of, or within a specified period of time after, or otherwise in connection with the Transactions.

“Transaction Expenses” shall mean all costs, fees and expenses incurred in connection with the Transactions (including fees and expenses of legal counsel, accountants, investment bankers and other Representatives and consultants, if any), whether or not paid prior to Closing. For the avoidance of doubt, Shared Expenses shall not be Transaction Expenses of any Party.

“Transaction Severance/Bonus Obligation” shall mean (i) any Severance Obligation that arises pursuant to any agreement, policy or plan that is (or any amendment to any agreement, policy or plan, which amendment is) entered into since June 30, 2013 and (ii) any Transaction Bonus Obligation.

“Transactions” shall mean, collectively, the transactions contemplated by this Agreement and the other Transaction Agreements, including the Separation, the Merger and the Subsidiary Merger.

“Transferred Business” shall have the meaning set forth in Section 8.21(d) hereof.

“Transition Services Agreement” shall mean the Transition Services Agreement by and between IP and the Surviving Corporation substantially in the form attached hereto as Exhibit E.

“Treasury Regulations” shall have the meaning set forth in the Tax Maters Agreement.

“Uniform Commercial Code” shall mean the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in the State of Delaware.

“Unisource” shall have the meaning set forth in the preamble hereof.

“Unisource Board of Directors” shall mean the board of directors of Unisource.

“Unisource Common Stock” shall mean the common stock of Unisource, $0.01 par value per share.

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“Unisource Credit Facility” shall mean that certain Credit Agreement, dated March 15, 2011, as amended, by and among Unisource, Bank of America, N.A. and the other parties thereto.

“Unisource Equity Interests” shall have the meaning set forth in Section 6.4(b) hereof.

“Unisource Stockholder Approval” shall have the meaning set forth in Section 6.18(b) hereof.

“U.S. Income Taxes” shall mean Income Taxes imposed by the United States or any jurisdiction therein.

“UWWH” shall have the meaning set forth in the preamble hereof.

“UWWH Acquisition Proposal” shall mean, other than in connection with the Transactions or as otherwise specifically contemplated by this Agreement, any proposal relating to (i) any merger, consolidation, share exchange, business combination, recapitalization or other similar transaction or series of related transactions with respect to UWWH or its Subsidiaries representing a material portion of UWWH’s business; (ii) any sale, lease, exchange, transfer or other disposition (including by way of merger, consolidation or exchange), in a single transaction or a series of related transactions, of the assets of UWWH or any of its Subsidiaries constituting 15% or more of the consolidated assets of UWWH or accounting for 15% or more of the consolidated revenues of UWWH or (iii) any other similar transaction that would reasonably be expected to prevent or materially impair or delay the consummation of the Transactions.

“UWWH Audited Balance Sheet” shall have the meaning set forth in Section 6.6(a)(i) hereof.

“UWWH Audited Financial Statements” shall have the meaning set forth in Section 6.6(a)(i) hereof.

“UWWH Benefit Plans” shall mean each material “employee benefit plan” (as defined in Section 3(3) of ERISA), and all other material employee benefit, pension, profit-sharing, savings, deferred compensation, bonus, incentive, stock option (or other equity-based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans, programs and arrangements, whether or not subject to ERISA (i) sponsored, maintained or contributed to or required to be contributed to by UWWH or any of its Subsidiaries or to which UWWH or any of its Subsidiaries is a party and (ii) in which any current or former UWWH Employee or current director or consultant is a participant; provided that such term shall not include any plan, program or arrangement sponsored, maintained or administered by a Governmental Authority or any UWWH Multiemployer Plan.

“UWWH Board of Directors” shall mean the board of directors of UWWH.

“UWWH Certificate” shall have the meaning set forth in Section 2.7(a)(i) hereof.

“UWWH Closing Balance Sheet” shall have the meaning set forth in Section 3.2(a) hereof.

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“UWWH Closing Date Net Debt” shall mean an amount (which may be negative), in each case, determined as of the Calculation Time and without giving effect to the consummation of the Transactions, equal to (i) the Indebtedness of UWWH and its Subsidiaries, less (ii) an amount equal to the Cash and Cash Equivalents of UWWH and its Subsidiaries (other than Restricted Cash), plus (iii) any proceeds received from the sale of any fixed or long-term asset of UWWH and its Subsidiaries from June 30, 2013 to the Distribution Date (net of any costs incurred in selling such asset), other than up to $14.8 million of net proceeds from the sale of the assets set forth on Section 1.1(e) of the UWWH Disclosure Schedules.

“UWWH Closing Date Working Capital” shall mean the UWWH Working Capital as of the Calculation Time.

“UWWH Closing Statement” shall have the meaning set forth in Section 3.2(a) hereof.

“UWWH Common Stock” shall mean the common stock of UWWH, par value $0.01 per share.

“UWWH Current Assets” shall mean all Assets of UWWH and its Subsidiaries (other than LIFO inventory reserve, Cash and Cash Equivalents (as defined in the Distribution Agreement), Income Tax Assets and deferred Tax Assets, but including current Non-Income Tax Assets) that are current assets, determined as of the Calculation Time in accordance with the Applicable Accounting Principles.

“UWWH Current Liabilities” shall mean all Liabilities (other than any Indebtedness, Transaction Expenses, Shared Expenses, deferred rent, Liabilities set forth on Section 8.29 of the UWWH Disclosure Schedules, Income Tax Liabilities, the GP Sale-Leasebacks and deferred Tax Liabilities, but including Non-Income Tax Liabilities) of UWWH and its Subsidiaries that are current liabilities, determined as of the Calculation Time in accordance with the Applicable Accounting Principles.

“UWWH Disclosure Schedules” shall mean the disclosure schedules delivered by UWWH to IP concurrently herewith.

“UWWH Employee” shall mean, as of any date, any individual who is an employee of UWWH or its Subsidiaries (including employees who are not actively at work on such date by reason of illness, vacation, leave of absence or short-term disability).

“UWWH Entities” shall mean UWWH and each of its Subsidiaries.

“UWWH Equity Interests” shall have the meaning set forth in Section 6.4(a) hereof.

“UWWH Estimated Closing Balance Sheet” shall have the meaning set forth in Section 3.1(a) hereof.

“UWWH Estimated Closing Statement” shall have the meaning set forth in Section 3.1(a) hereof.

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“UWWH Estimated Net Debt Adjustment” shall have the meaning set forth in Section 3.1(a) hereof.

“UWWH Estimated Transaction Expenses Amount” shall have the meaning set forth in Section 3.1(a) hereof.

“UWWH Estimated Working Capital Adjustment” shall have the meaning set forth in Section 3.1(a) hereof.

“UWWH Final Closing Statement” shall have the meaning set forth in Section 3.2(c) hereof.

“UWWH Financial Statements” shall have the meaning set forth in Section 6.6(a)(ii) hereof.

“UWWH Intellectual Property” shall have the meaning set forth in Section 6.16(a) hereof.

“UWWH Interim Financial Statements” shall have the meaning set forth in Section 6.6(a)(ii) hereof.

“UWWH Material Adverse Effect” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to (x) UWWH, its Subsidiaries or the financial condition or results of operations of UWWH, taken as a whole, or (y) the ability of UWWH to consummate the Transactions and to perform its obligations under this Agreement and the Transaction Agreements; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has occurred, a UWWH Material Adverse Effect: any adverse effect, change or circumstance, individually or in the aggregate, arising from or relating to (i) general business or economic conditions, including any such conditions as they relate to UWWH, and matters generally affecting the industries in which UWWH operates, (ii) national or international political or social conditions, including the engagement by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S., (iii) financial, banking or securities markets, (iv) changes in GAAP, (v) changes in any Laws, (vi) the negotiation or execution of this Agreement or any of the Transaction Agreements, any actions that are required to be taken by this Agreement or the Transaction Agreements or the pendency or announcement of the Transactions (except that this clause (vi) shall be disregarded for purposes of clause (y) above and as the term “UWWH Material Adverse Effect” is used in Section 6.3 hereof and, to the extent related to Section 6.3 hereof, Section 9.2(a) hereof; provided, that, in the case of clauses (i), (ii), (iii), (iv) and (v), such effects, changes or circumstances shall be taken into account in determining whether a UWWH Material Adverse Effect exists or would reasonably be expected to exist, but only if UWWH and its Subsidiaries are disproportionately affected thereby compared to other operators in UWWH’s business.

“UWWH Material Contracts” shall have the meaning set forth in Section 6.17(a) hereof.

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“UWWH Multiemployer Plan” shall mean any Multiemployer Plan contributed to or required to be contributed to by UWWH or any of its Subsidiaries and in which any UWWH Employee is a participant.

“UWWH Net Debt Adjustment” shall mean an amount (which can be a positive or negative number) equal to UWWH Closing Date Net Debt minus UWWH Target Net Debt.

“UWWH Reorganization” shall mean (i) the merger of 2013 Reorg Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the UWWH Stockholder (“LLC Merger Sub”), with and into UWWH, pursuant to that certain Agreement and Plan of Merger, by and among UWWH, LLC Merger Sub and the UWWH Stockholder, dated as of January 28, 2014 and (ii) any transactions related thereto, including, without limitation, the issuance of incentive equity of the UWWH Stockholder to certain individuals.

“UWWH Single Employer Pension Plan” shall mean any qualified, registered, nonqualified, or nonregistered defined benefit pension plans or arrangements sponsored, maintained or contributed to by UWWH or any of its Subsidiaries for current or former UWWH Employees in the United States and Canada but, in each case, excluding the UWWH Multiemployer Plans.

“UWWH Stockholder” shall have the meaning set forth in the preamble hereof.

“UWWH Stockholder Approval” shall have the meaning set forth in Section 6.18(b) hereof.

“UWWH Stockholder Board of Managers” shall mean the board of managers of the UWWH Stockholder.

“UWWH Target Net Debt” shall mean $318,171,831.

“UWWH Target Working Capital” shall mean $499,127,049.

“UWWH Tax Opinion” shall have the meaning set forth in Section 9.3(e) hereof.

“UWWH Transaction Expenses Amount” means the amount of Transaction Expenses allocated to or to be borne by the UWWH Stockholder, UWWH or any of its Subsidiaries pursuant to this Agreement or any of the Transaction Agreements in excess of $15 million that is not paid prior to the Closing.

“UWWH Valuation Percentage” shall mean 1 minus the xpedx Valuation Percentage.

“UWWH Working Capital” shall mean the sum (which amount may be positive or negative) of the UWWH Current Assets, minus the UWWH Current Liabilities and calculated in accordance with the Applicable Accounting Principles. Section 1.1(f) of the UWWH Disclosure Schedules is an illustrative example of the calculation of UWWH Working Capital.

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“UWWH Working Capital Adjustment” shall mean an amount (which can be a positive or negative number) equal to UWWH Closing Date Working Capital minus UWWH Target Working Capital.

“WARN” shall have the meaning set forth in Section 5.15(c) hereof.

“xpedx” shall have the meaning set forth in the preamble hereof.

“xpedx Equity Interests” shall have the meaning set forth in Section 5.4(c) hereof.

“xpedx Intermediate” shall have the meaning set forth in the preamble hereof.

“xpedx Intermediate Equity Interests” shall have the meaning set forth in Section 5.4(b) hereof.

“xpedx Intermediate Member Approval” shall have the meaning set forth in Section 5.18(b) hereof.

“xpedx Intermediate Membership Units” shall mean the membership units of xpedx Intermediate having the rights, privileges and obligations set forth in xpedx Intermediate’s limited liability company agreement.

“xpedx Membership Units” shall mean the membership units of xpedx having the rights, privileges and obligations set forth in xpedx limited liability company agreement.

“xpedx Valuation Percentage” shall mean 0.51.

ARTICLE II

THE SEPARATION, THE MERGER AND RELATED MATTERS

Section 2.1 The Distribution. Upon the terms and subject to the conditions of the Distribution Agreement, prior to the Effective Time, IP, Spinco, xpedx Intermediate and xpedx shall each use its respective reasonable best efforts to consummate and make effective the Separation and the other Transactions contemplated by the Distribution Agreement in accordance with its terms.

Section 2.2 The Merger.

(a) Immediately prior to the Effective Time, the issued and outstanding shares of capital stock of Spinco shall consist solely of shares of Spinco Common Stock, all of which shall be owned as of such time directly by the Spinco Stockholders.

(b) Upon the terms and subject to the conditions of this Agreement, after the Separation, UWWH will be merged with and into Spinco (the “Merger”) at the Effective Time in accordance with the DGCL and upon the terms set forth in this Agreement. Following the Merger, the separate corporate existence of UWWH will cease, and Spinco will continue as the

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surviving corporation (Spinco as the surviving corporation following the Merger is sometimes referred to herein as the “Surviving Corporation”) and will succeed to and assume all the rights, powers, privileges and franchises, and be subject to all of the obligations of UWWH in accordance with the DGCL and upon the terms set forth in this Agreement.

Section 2.3 Closing. Unless the transactions contemplated herein shall have been abandoned and this Agreement terminated pursuant to Section 10.1, the closing of the Merger and the other Transactions (the “Closing”) will take place at 10:00 a.m., New York time, on a date to be specified by the Parties, which will be no later than the eighth Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in ARTICLE IX hereof (the “Closing Date”) at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, unless another date or place is agreed to in writing by the Parties.

Section 2.4 Effective Time. On the Closing Date, Spinco and UWWH will execute and file in the office of the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”) executed in accordance with the DGCL. The Merger will become effective at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later time as is agreed upon by the Parties and set forth in the Certificate of Merger (such time as the Merger becomes effective is referred to herein as the “Effective Time”).

Section 2.5 Effects of the Merger. The Merger will have the effects set forth in this Agreement, the Certificate of Merger and the DGCL.

Section 2.6 Certificate of Incorporation and Bylaws of the Surviving Corporation.

(a) Certificate of Incorporation. At the Effective Time, the certificate of incorporation of Spinco as in effect immediately prior to the Effective Time (as amended and restated pursuant to the Distribution Agreement) shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable Law and such certificate of incorporation.

(b) Bylaws. At the Effective Time, the bylaws of Spinco as in effect immediately prior to the Effective Time (as amended and restated pursuant to the Distribution Agreement) shall be the bylaws of the Surviving Corporation from and after the Effective Time until amended in accordance with applicable Law, the certificate of incorporation of the Surviving Corporation and such bylaws.

Section 2.7 Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of the capital stock of IP, Spinco or UWWH:

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(a) Conversion of UWWH Capital Stock.

(i) All shares of UWWH Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.7(a)(ii) hereof) shall be automatically converted into (x) the right to receive an aggregate number of duly authorized, validly issued, fully paid and non-assessable shares of Spinco Common Stock equal to the Aggregate Merger Consideration, with each such share of UWWH Common Stock issued and outstanding as of the Effective Time to be converted into the right to receive a number of shares of Spinco Common Stock issued and outstanding equal to (A) the Aggregate Merger Consideration, divided by (B) the aggregate number of shares of UWWH Common Stock issued and outstanding on a fully diluted basis as of immediately prior to the Effective Time (but after giving effect to the UWWH Reorganization) (other than shares canceled in accordance with Section 2.7(a)(ii)) (the “Per Share Merger Consideration”), (y) any and all rights provided to UWWH or the UWWH Stockholder under the Tax Receivable Agreement and (z) the right to receive any amounts payable to it pursuant to Article III; provided that any fractional shares of Spinco Common Stock that would otherwise be issued to the UWWH Stockholder, as the sole stockholder of UWWH, shall be aggregated and the UWWH Stockholder shall be issued in respect thereof a number of shares of Spinco Common Stock equal to such aggregate number, rounded to the nearest whole number. Following the Effective Time, all shares of UWWH Common Stock shall no longer be outstanding and shall automatically be canceled and cease to exist, and each certificate previously evidencing any such shares of UWWH Common Stock (a “UWWH Certificate”) shall thereafter cease to have any rights with respect thereto, except the right to receive, upon the surrender of such UWWH Certificates in accordance with this Section 2.7(a), the Per Share Merger Consideration, without any interest thereon.

(ii) All shares of UWWH Common Stock held in Spinco’s treasury or owned by any Spinco Entity, IP Entity, UWWH or any wholly-owned Subsidiary of UWWH shall be canceled and extinguished and shall cease to exist, and no shares of Spinco Common Stock or other consideration shall be delivered in exchange therefor.

(b) Spinco Common Stock. Each share of Spinco Common Stock that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding following the Effective Time.

Section 2.8 Exchange of Shares.

(a) Exchange Procedures. At the Effective Time, Spinco shall distribute to the UWWH Stockholder the number of shares of Spinco Common Stock into which the shares of UWWH Common Stock held by the UWWH Stockholder have been converted in accordance with Section 2.7(a) hereof.

(b) No Further Rights in UWWH Common Stock. All shares of Spinco Common Stock issued upon conversion of shares of UWWH Common Stock in accordance with the terms of this Section 2.8 shall be deemed to have been issued at the Effective Time in full satisfaction of all rights pertaining to such shares of UWWH Common Stock.

(c) Withholding Rights. The parties hereto shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Tax authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons with respect to which such deduction and withholding was made.

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ARTICLE III

CERTAIN ADJUSTMENTS

Section 3.1 Estimated Closing Statement. Not less than three (but not more than five) Business Days prior to the anticipated Distribution Date, UWWH shall provide IP and Spinco (a) a certificate endorsed by an executive officer of UWWH certifying a statement (in form and substance reasonably satisfactory to IP) (the “UWWH Estimated Closing Statement”) setting forth UWWH’s good faith estimate of (i) the UWWH Transaction Expenses Amount (the “UWWH Estimated Transaction Expenses Amount”), (ii) the UWWH Working Capital Adjustment (the “UWWH Estimated Working Capital Adjustment”) and (iii) the UWWH Net Debt Adjustment (the “UWWH Estimated Net Debt Adjustment”) and (iv) the Estimated Adjustment Payment, including reasonable detail regarding the calculations thereof and (b) an estimated unaudited balance sheet of UWWH and its Subsidiaries as of the Calculation Time (the “UWWH Estimated Closing Balance Sheet”). The UWWH Estimated Closing Balance Sheet and UWWH Estimated Closing Statement (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the refinancing of the Unisource Credit Facility. Prior to and after delivering the UWWH Estimated Closing Balance Sheet and UWWH Estimated Closing Statement, UWWH shall give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of UWWH and its Subsidiaries (including UWWH’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit IP to review the UWWH Estimated Closing Balance Sheet and the UWWH Estimated Closing Statement and shall cooperate and provide such information as reasonably requested by IP and its Representatives regarding the calculation of the components thereof and provide such back-up therefor as reasonably requested by IP. If the Estimated Adjustment Amount is positive, the UWWH Stockholder shall be paid by Spinco by wire transfer of immediately available funds an amount equal to the Estimated Adjustment Amount at Closing as payment of the estimated amount due pursuant to Section 2.7(a)(i)(z). If the Estimated Adjustment Amount is negative, the Special Payment payable to IP prior to the Distribution pursuant to Section 2.6 of the Distribution Agreement shall be increased by an amount equal to the Estimated Adjustment Amount Payment pursuant to Section 5.1 of the Distribution Agreement.

Section 3.2 Post-Closing Adjustment.

(a) Within 90 days after the Distribution Date, the Surviving Corporation shall cause to be prepared and delivered to the IP and UWWH Stockholder (a) an unaudited balance sheet of UWWH and its Subsidiaries as of the Calculation Time (the “UWWH Closing Balance Sheet”) and (b) a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (the “UWWH Closing Statement”) setting forth the Surviving Corporation’s good faith calculation of (i) the UWWH Transaction Expenses Amount, (ii) the UWWH Working Capital Adjustment, (iii) the UWWH Net Debt Adjustment and (iv) the Adjustment Amount, including reasonable detail regarding the calculations thereof. The UWWH Closing Balance Sheet and the UWWH Closing Statement (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the refinancing of the Unisource Credit Facility.

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(b) During the 60 day period following IP’s and the UWWH Stockholder’s respective receipt of the UWWH Closing Statement, the Surviving Corporation shall give IP and the UWWH Stockholder and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation (including the Surviving Corporation’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit IP and the UWWH Stockholder to review the UWWH Closing Balance Sheet and UWWH Closing Statement. Within 60 days after receipt of the UWWH Closing Statement, IP and the UWWH Stockholder shall, in a written notice to the Surviving Corporation and IP or the UWWH Stockholder, as applicable, describe in reasonable detail any proposed adjustments to the items set forth on the UWWH Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Agreement). If the Surviving Corporation shall not have received a notice of proposed adjustments within such 60-day period from the UWWH Stockholder, the UWWH Stockholder will be deemed to have accepted irrevocably the UWWH Closing Statement. If the Surviving Corporation shall not have received a notice of proposed adjustments within such 60-day period from IP, IP will be deemed to have accepted irrevocably the UWWH Closing Statement. During the 30-day period following the delivery by IP or by the UWWH Stockholder of a notice of proposed adjustments to the Surviving Corporation and IP or UWWH, the UWWH Stockholder, IP and the Surviving Corporation, as applicable, shall give IP, the UWWH Stockholder or the Surviving Corporation, as applicable, and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of IP, the UWWH Stockholder or the Surviving Corporation, as applicable, (including senior finance and accounting personnel and their accountants) to the extent reasonably required to permit the UWWH Stockholder, IP or Surviving Corporation to evaluate the proposed adjustments.

(c) The UWWH Stockholder and IP shall negotiate in good faith to resolve any disputes over any proposed adjustments to the UWWH Closing Statement during the 30 days following the Surviving Corporation’s receipt of the proposed adjustments. If UWWH Stockholder and IP are unable to resolve such dispute within such 30-day period, then, at the written request of either such Party (the “Dispute Resolution Request”), each such Party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The Parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 30-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the UWWH Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “UWWH Final Closing Statement”). If the business representatives do not resolve the dispute during the periods described above, then the UWWH Stockholder and IP shall jointly engage KPMG LLP to arbitrate and resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 11.15. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from among the remaining nationally recognized firms which are not the regular independent auditor firm of the UWWH Stockholder, IP or the Surviving Corporation, and in such event references herein to KPMG LLP shall be deemed to refer to such replacement accounting firm. Within the 30-day period

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following its engagement, KPMG LLP shall arbitrate and resolve such dispute based solely on the written submissions provided by UWWH Stockholder, IP and the Surviving Corporation and shall only consider whether the UWWH Closing Statement (and each component thereof) was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the accounting firm) whether and to what extent the UWWH Closing Statement requires adjustment. In resolving any disputed matter, KPMG LLP shall (i) adhere to the definitions contained in this Agreement and the guidelines and principles of this Section 3.2 and (ii) shall not assign a value to any item higher than the highest value for such item claimed by the UWWH Stockholder and IP or lower than the lowest value claimed by either such Party; provided, however, that to the extent the determination of value of any disputed item affects any other item used in calculating the UWWH Working Capital Adjustment or the UWWH Net Debt Adjustment, such effect may be taken into account by KPMG LLP. The fees and expenses of KPMG LLP shall be shared by the UWWH Stockholder and IP in inverse proportion to the relative amounts of the disputed amount determined in favor of the UWWH Stockholder and IP, respectively.

(d) Upon final determination of the UWWH Final Closing Statement pursuant to Section 3.2(c),

(i) if the Estimated Adjustment Amount was positive,

(A) and the Adjustment Amount exceeds the Estimated Adjustment Amount, the Surviving Corporation shall pay to the UWWH Stockholder an amount equal to such excess, or

(B) and the Estimated Adjustment Amount exceeds the Adjustment Amount, (i) the UWWH Stockholder shall pay to the Surviving Corporation the lesser of (x) the Estimated Adjustment Amount and (y) such excess, and (ii) if the Adjustment Amount is negative, the Surviving Corporation shall pay to IP an amount equal to the product of (x) the Gross Up Percentage and (y) the absolute value of the Adjustment Amount; or

(ii) if the Estimated Adjustment Amount was negative,

(A) and the Estimated Adjustment Amount exceeds the Adjustment Amount, the Surviving Corporation shall pay to IP an amount equal to the product of (x) the Gross Up Percentage and (y) such excess; or

(B) and the Adjustment Amount exceeds the Estimated Adjustment Amount, (i) IP shall pay to the Surviving Corporation an amount equal to the lesser of (x) the product of the Gross Up Percentage and the absolute value of the Estimated Adjustment Amount and (y) the product of the Gross Up percentage and such excess and (ii) if the Adjustment Amount is positive, the Surviving Corporation shall pay to the UWWH Stockholder an amount equal to the Adjustment Amount.

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(e) Any payment due pursuant to Section 3.2(d) shall be increased by an amount computed as interest from the Distribution Date through but excluding the date of payment at a rate of 6.0%; which interest shall accrue daily on the basis of a 365 day year calculated for the actual number of days for which payment is due. Any amount payable pursuant to Section 3.2(d) shall be made via wire transfer of immediately available funds within five Business Days after the date upon which the UWWH Closing Statement becomes the UWWH Final Closing Statement.

ARTICLE IV

SUBSIDIARY MERGER AND RELATED MATTERS

Section 4.1 The Subsidiary Merger. On the Closing Date, immediately following the Effective Time, xpedx Intermediate will be merged with and into Unisource (the “Subsidiary Merger”) in accordance with the DGCL and the DLLCA and upon the terms set forth in this Agreement. Following the Subsidiary Merger, the separate corporate existence of xpedx Intermediate will cease, and Unisource will continue as the surviving corporation and will succeed to and assume all the rights, powers, privileges and franchises, and be subject to all of the obligations of xpedx Intermediate in accordance with the DGCL and the DLLCA and upon the terms set forth in this Agreement.

Section 4.2 Effective Time of the Subsidiary Merger. On the Closing Date, immediately following the Effective Time, with respect to the Subsidiary Merger, the Parties will execute and file in the office of the Secretary of State of the State of Delaware a certificate of merger executed in accordance with the DGCL and the DLLCA. The Subsidiary Merger will become effective at the time of filing such certificate of merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA, or at such later time as is agreed upon by the Parties and as set forth in such certificate of merger.

Section 4.3 Effects of the Subsidiary Merger. The Subsidiary Merger will have the effects set forth in this Agreement, the certificate of merger referenced in Section 4.2 and the DGCL and the DLLCA.

Section 4.4 Certificate of Incorporation and Bylaws of Unisource.

(a) Certificate of Incorporation. Upon the consummation of the Subsidiary Merger, the certificate of incorporation of Unisource as in effect immediately prior to the consummation of the Subsidiary Merger shall be amended and restated in its entirety to read as set forth in Exhibit A hereto, and, as so amended, shall be the certificate of incorporation of Unisource from and after the consummation of the Subsidiary Merger until amended in accordance with the terms thereof and applicable Law.

(b) Bylaws. Upon the consummation of the Subsidiary Merger, the bylaws of Unisource as in effect immediately prior to the consummation of the Subsidiary Merger shall be amended and restated in its entirety to read as set forth in Exhibit B hereto, and, as so amended, shall be the bylaws of Unisource from and after the consummation of the Subsidiary Merger until amended in accordance with applicable Law, the certificate of incorporation of Unisource and such bylaws.

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Section 4.5 Conversion of Capital Stock. At the Effective Time, by virtue of the Subsidiary Merger and without any action on the part of any holder of the capital stock of xpedx Intermediate or Unisource:

(a) Conversion of xpedx Intermediate Membership Interests.

(i) All membership interests in xpedx Intermediate outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 4.5(a)(ii) hereof) shall be automatically converted into the right to receive one fully paid and non-assessable share of Unisource Common Stock. Following the Effective Time, all membership interests in xpedx Intermediate shall no longer be outstanding and shall automatically be canceled and cease to exist, and Spinco shall thereafter cease to have any rights with respect thereto, except the right to receive the share of Unisource Common Stock into which such membership interests have been converted pursuant to this Section 4.5, without any interest thereon.

(ii) All membership interests in xpedx Intermediate owned by any Spinco Entity, IP Entity, UWWH or any wholly-owned Subsidiary of UWWH shall be canceled and extinguished and shall cease to exist, and no shares of Unisource Common Stock or other consideration shall be delivered in exchange therefor.

(b) Unisource Common Stock. Each share of Unisource Common Stock that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding following the Effective Time.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF IP, SPINCO, XPEDX INTERMEDIATE AND XPEDX

Except as set forth in the IP/Spinco Disclosure Schedules (regardless of whether or not the relevant Section hereof refers to the IP/Spinco Disclosure Schedules), it being understood and agreed that each disclosure set forth in the IP/Spinco Disclosure Schedules shall qualify or modify each of the representations and warranties set forth in this ARTICLE V to the extent the applicability of the disclosure to such representation and warranty is reasonably apparent from the text of the disclosure made, IP, Spinco, xpedx Intermediate and xpedx hereby represent and warrant to UWWH (which, in the case of Section 5.6(d), Section 5.8(b), Section 5.11(b), Section 5.12(a), Section 5.15(a) through (d), Section 5.15(f), Section 5.16(a) and Section 5.16(b)), are made assuming the Distribution has occurred) as follows:

Section 5.1 Due Organization, Good Standing, Corporate Power and Subsidiaries.

(a) Each of IP, Spinco, xpedx Intermediate and xpedx is a corporation or a limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. IP and its Subsidiaries have all requisite corporate or limited liability power and authority to own, lease and operate their properties and assets that will be contributed to Spinco and the Spinco Subsidiaries pursuant to the Distribution Agreement and to carry on the Spinco Business as it is now being conducted. Each of IP and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to

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jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by the Spinco Business that will be contributed to Spinco and the Spinco Subsidiaries pursuant to the Distribution Agreement or the nature of the Spinco Business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

(b) All of the outstanding shares of capital stock of, or other equity interests in, each Spinco Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and are owned directly or indirectly by Spinco, free and clear of all liens other than pursuant to the Spinco Financing.

Section 5.2 Authorization and Validity of Agreement. Each of IP, Spinco, xpedx Intermediate and xpedx has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party, to perform its obligations hereunder and thereunder and, subject to the receipt of the Spinco Stockholder Approval and xpedx Intermediate Member Approval, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Transaction Agreements by each of IP, Spinco, xpedx Intermediate and xpedx, and the consummation by each of them of the Transactions, have been duly and validly authorized by each of the IP Board of Directors, Spinco Board of Directors, xpedx Intermediate managing member and xpedx managing member, and no other corporate or other action on the part of IP, Spinco, xpedx Intermediate or xpedx is necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Agreements or the consummation of the Transactions (other than the Spinco Stockholder Approval and the xpedx Member Approval). This Agreement and the Transaction Agreements have been duly and validly executed and delivered by each of IP, Spinco, xpedx Intermediate and xpedx, as applicable, and, to the extent it is a party thereto, assuming due and valid authorization, execution and delivery hereof and thereof by each of the UWWH Stockholder, UWWH and Unisource, as applicable, each is a valid and binding obligation of each of IP, Spinco, xpedx Intermediate and xpedx enforceable against each of IP, Spinco, xpedx Intermediate and xpedx in accordance with their terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, affecting the enforcement of creditors’ rights generally and by general equitable principles.

Section 5.3 Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 5.3 of the IP/Spinco Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met, (d) the requirements under any applicable state securities or blue sky Laws are met, (e) the requirements of the NYSE in respect of the listing of the shares of Spinco Common Stock to be issued pursuant hereto are met and (f) the filing of the Certificate of Merger and other appropriate Merger documents and Subsidiary Merger documents (including the certificate of merger evidencing such Subsidiary Merger), if any, as required by the DGCL and the DLLCA, is made, the execution and delivery of this Agreement and the Transaction Agreements by IP and Spinco, as applicable, and the consummation by IP,

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Spinco, xpedx Intermediate and xpedx of the Transactions, do not and will not: (w) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to IP, Spinco, xpedx Intermediate or xpedx or by which any of the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Agreement may be bound; (y) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority, the failure of which to file or receive would be material; or (z) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of IP or any of its Subsidiaries that will be contributed to the Spinco Entities pursuant to the Distribution Agreement (including the xpedx Intermediate Membership Units) or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Spinco Material Contract to which IP or its Subsidiaries is a party that will be contributed to the Spinco Entities pursuant to the Distribution Agreement, or by which the Spinco Entities or the properties or assets that will be contributed to the Spinco Entities pursuant to the Distribution Agreement may be bound, excluding in the case of clause (z) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which have not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

Section 5.4 Capitalization.

(a) As of the date hereof, the authorized capital stock of Spinco consists solely of 100 shares of capital stock, all of which shares are classified and designated as Spinco Common Stock. As of the date hereof, 100 shares of Spinco Common Stock (excluding treasury shares) are issued and outstanding. All of the issued and outstanding shares of Spinco Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. As of the date hereof, except for shares issuable pursuant to this Agreement or any equity incentive plan of the Surviving Corporation, (i) there are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to Spinco Common Stock or any capital stock equivalent or other nominal interest in Spinco or any Spinco Subsidiary which relate to Spinco or any Spinco Subsidiary (“Spinco Equity Interests”) pursuant to which Spinco or any Spinco Subsidiary is or may become obligated to issue shares of its capital stock or other equity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for any Spinco Equity Interests and (ii) there are no outstanding obligations of Spinco to repurchase, redeem or otherwise acquire any outstanding securities of Spinco Equity Interests. Except pursuant to this Agreement, the Registration Rights Agreement and any equity incentive plan of the Surviving Corporation, immediately following the Distribution there will be no Contracts or commitments relating to the issuance, sale, transfer or voting of any equity securities or other securities of Spinco.

(b) The equity interests of xpedx Intermediate consist solely of membership interests, all of which will be, as of the Closing, held by Spinco. There are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations,

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convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to xpedx Intermediate Membership Units or any capital stock equivalent or other nominal interest in xpedx Intermediate or any of its Subsidiaries which relate to xpedx Intermediate or any of its Subsidiaries (“xpedx Intermediate Equity Interests”) pursuant to which xpedx Intermediate or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or other equity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for any xpedx Intermediate Equity Interests. There are no outstanding obligations of xpedx Intermediate to repurchase, redeem or otherwise acquire any outstanding xpedx Intermediate Equity Interests. Except pursuant to this Agreement, immediately following the Distribution there will be no Contracts or commitments relating to the issuance, sale, transfer or voting of any equity securities or other securities of xpedx Intermediate.

(c) The equity interests of xpedx consist solely of membership interests, all of which will be, as of the Closing, held by xpedx Intermediate. There are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to xpedx Intermediate Membership Units or any capital stock equivalent or other nominal interest in xpedx or any of its Subsidiaries which relate to xpedx or any of its Subsidiaries (“xpedx Equity Interests”) pursuant to which xpedx or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or other equity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for any xpedx Equity Interests. There are no outstanding obligations of xpedx to repurchase, redeem or otherwise acquire any outstanding securities of xpedx Equity Interests. Except pursuant to this Agreement, immediately following the Distribution there will be no Contracts or commitments relating to the issuance, sale, transfer or voting of any equity securities or other securities of xpedx.

Section 5.5 Affiliate Transactions. Except for (a) transactions under or in connection with this Agreement or the other Transaction Agreements, (b) commercial transactions entered into in the ordinary course that are limited to customary purchase, commercial service and supply arrangements on quantity, pricing, payment and other material terms consistent with past practice prior to June 30, 2013 and entered into without any intent to manipulate working capital or the other assets or liabilities of Spinco in a manner favorable to IP, and (c) as set forth in Section 5.5 of the IP/Spinco Disclosure Schedules, as of the date hereof, there are no transactions or Contracts between or among (i) any of the Spinco Entities, on the one hand, and (ii) IP or any of its Subsidiaries (other than the Spinco Entities) or Affiliates, on the other hand, of the type that would be required to be disclosed if Spinco were a company subject to Item 404 of Regulation S-K promulgated under the Securities Act and that will remain in effect or result in Liability for or impose obligations on any Spinco Entity following the Distribution. With respect to the Spinco Business, since June 30, 2013 to the date hereof, other than as required to effect the Transactions described herein or in the other Transaction Agreements or as set forth in Section 5.5 of the IP/Spinco Disclosure Schedules, neither IP nor any of the Spinco Entities has, nor have any of their respective Subsidiaries, entered into or amended any Contract or arrangement with any of their respective Affiliates, except in the ordinary course provided such Contract or arrangement is limited to customary purchase, commercial service and supply arrangements on quantity, pricing, payment and other material terms consistent with past practice prior to June 30, 2013 and entered into without any intent to manipulate working capital or the other assets or liabilities of Spinco in a manner favorable to IP.

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Section 5.6 Spinco Financial Statements.

(a) The financial statements delivered to UWWH as Section 5.6(a) of the IP/Spinco Disclosure Schedules consist of:

(i) the Spinco Audited Balance Sheet and the audited balance sheet of the Spinco Business for December 31, 2011, and the related audited Statements of Operations and Comprehensive Income, Statements of Cash Flows and Statements of Changes in Parent Company Equity for the years ended December 31, 2012, December 31, 2011 and December 31, 2010, including the notes thereto, in each case, audited by Deloitte & Touche LLP (collectively, the “Spinco Audited Financial Statements”); and

(ii) the unaudited interim balance sheet of the Spinco Business as of June 30, 2013, and the related unaudited interim combined statements of operations, as reported, for the 6 months ended June 30, 2013 and June 30, 2012 (collectively, the “Spinco Interim Financial Statements” and together with the Spinco Audited Financial Statements, the “Spinco Financial Statements”).

(b) The Spinco Financial Statements were prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the financial position of the Spinco Business as of the dates thereof and the results of its operations and changes in cash flows or other information included therein for the periods or as of the dates then ended, in each case, and subject, where appropriate, to normal year-end audit adjustments, as of the dates thereof and for the periods covered thereby; provided that the Spinco Interim Financial Statements were prepared in accordance with GAAP for internal reporting of the Spinco Business as a division and financial reporting segment of IP, and does not include the type of carve-out adjustments required to prepare the Spinco Audited Financial Statements.

(c) As of the date hereof, neither Spinco nor any of the Spinco Subsidiaries is required to file any form, report, registration statement, prospectus or other document with the SEC.

(d) Undisclosed Liabilities. Except as recorded as a Liability or otherwise reserved against in the Spinco Audited Balance Sheet, the Spinco Entities do not have any Liability of any nature (whether accrued, absolute, contingent or otherwise) other than (i) Liabilities incurred in the ordinary course of business since the date of the Spinco Audited Balance Sheet, (ii) Liabilities incurred under or in accordance with this Agreement or in connection with the Transactions and (iii) Liabilities that have not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

Section 5.7 Information to Be Supplied. The Registration Statement (and the Prospectus to be included therein) and the other documents required to be filed by IP or Spinco with the SEC in connection with the Transactions will comply as to form, in all material respects, with the requirements of the Securities Act and together with the information supplied or to be supplied by Spinco or IP (which, for the avoidance of doubt, shall not include information

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supplied or to be supplied by UWWH) for inclusion in the Prospectus to be included in the Registration Statement will not, (a) on the date of its filing, (b) in the case of the Registration Statement, at the time the Registration Statement becomes effective under the Securities Act or (c) in the case of the Prospectus, on the date(s) on which the Prospectus is mailed to IP Stockholders, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 5.8 Assets.

(a) Except for the assets referred to in clauses (i)-(xi) of the definition of Excluded Assets in the Distribution Agreement, any Delayed Transfer Assets and the items set forth in Section 5.8(a) of the IP/Spinco Disclosure Schedules, after giving effect to the Transactions (including as permitted pursuant to Section 8.1) and the Transaction Agreements, the Spinco Assets, when taken together with the Transition Services being provided under the Transition Services Agreement, will, at the Effective Time, constitute those assets of IP and its Affiliates necessary to operate the Spinco Business in all material respects as it is currently conducted and as it has been conducted from June 30, 2013 through the date hereof (except with respect to changes in the conduct of the Spinco Business as a result of restructurings of the Spinco Business, and other changes in the ordinary course, in each case not implemented with the intent of manipulating the assets or liabilities that would be transferred to Spinco in connection with the transactions contemplated by the Distribution Agreement).

(b) Except for Delayed Transfer Assets, following the Distribution, Spinco or one of the Spinco Subsidiaries will have good and valid title to, or in the case of leased properties and assets, valid leasehold interests in, all of the tangible Spinco Assets, except where the failure to have such good and valid title or valid leasehold interests would not, individually or in the aggregate, reasonably be expected to be materially adverse to Spinco and the Spinco Subsidiaries, taken as a whole, in each case subject to no Encumbrances, except for (i) Encumbrances expressly noted in the Spinco Financial Statements; (ii) Encumbrances consisting of zoning or planning restrictions, (iii) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used in connection with the Spinco Business; (iv) Encumbrances for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP are reflected in the Spinco Financial Statements; (v) mechanic’s, materialmen’s and similar Encumbrances arising in the ordinary course of business or by operation of Law; and (vi) any conditions that are shown on the surveys, title policies, deeds or other such documents previously delivered by IP to UWWH with respect to such real property.

(c) Section 5.8(c) of the IP/Spinco Disclosure Schedules lists the material corporate overhead or administrative support services currently provided to any Spinco Entity and/or the Spinco Business, by IP or any of its Affiliates other than the Spinco Entities.

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(d) Neither IP, with respect to the Spinco Business, nor any of the Spinco Entities, is a party to any agreement that will remain in effect following the Closing to purchase any material real property.

(e) Section 5.8(e) of the IP/Spinco Disclosure Schedules sets forth the address of each real property to be owned or leased by Spinco or any of the Spinco Subsidiaries following the Distribution which constitutes all of the real property currently used for the Spinco Business. For purposes of this Section 5.8(e), “real property” shall mean all of the warehouses of the Spinco Business. All buildings, structures and improvements located on such real property are in reasonably good condition and repair, ordinary wear and tear excepted, except if the failure to meet such standards would not materially and adversely impair the use of such real property as currently used by the Spinco Business. Except as set forth in Section 5.8(e) of the IP/Spinco Disclosure Schedules, neither IP, with respect to the Spinco Business, nor any of the Spinco Entities have leased or otherwise granted to any Person the right to use or occupy such real property or any material portion thereof.

Section 5.9 Absence of Certain Changes or Events.

(a) Except (i) as specifically contemplated or permitted by this Agreement or the Transaction Agreements, (ii) as set forth in the Spinco Audited Financial Statements and (iii) for changes resulting from the announcement of this Agreement or the Transactions, since January 1, 2013, (A) the Spinco Business has been conducted, in all material respects, in the ordinary course consistent with past practice, and (B) there has not been any event (including any damage, destruction or loss, whether or not covered by insurance) that has had or would reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

(b) Since June 30, 2013 through the date hereof and except as contemplated by the Distribution Agreement with respect to the Distribution (including the Contributions), none of IP, Spinco or any of their respective Subsidiaries has taken any action or failed to take any action, which action or failure, as the case may be, would constitute a breach of Section 8.1 if taken or not taken, as applicable, after the date hereof without UWWH’s consent after the date hereof.

Section 5.10 Actions; Litigation.

(a) No Action against IP, any of its Subsidiaries, any Spinco Entity, the Spinco Business or any of their respective properties is, or in the past three years has been, pending or, to IP’s Knowledge, threatened, except with respect to such Actions the outcome of which has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

(b) There is no, and during the past three years there has been no, Order against IP, any of its Subsidiaries, any Spinco Entity, the Spinco Business or any of their respective properties or otherwise that has had or would reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

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Section 5.11 Compliance with Laws; Certain Licenses.

(a) Except with respect to environmental matters, Tax matters, employee benefits matters, labor and employment matters and Intellectual Property matters (which are addressed in Section 5.12, Section 5.13, Section 5.14, Section 5.15 and Section 5.16, respectively), the Spinco Entities are, or on the Distribution Date will be, and have been since January 1, 2011, in compliance, in all material respects, with all Laws and Orders of any Governmental Authority applicable to any of them or their respective operations, except to the extent that such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

(b) Except to the extent they are Delayed Transfer Assets, the Spinco Entities hold all material Licenses that are required for the conduct of the Spinco Business as currently conducted and are in compliance, with the terms of all such Licenses so held, except, in the case of each of the foregoing, as has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

Section 5.12 Environmental Matters.

(a) Except to the extent they are Delayed Transfer Assets, each Spinco Entity has obtained all material Licenses and other authorizations under Environmental Laws required for the conduct and operation of its business and has for the past five years been and is in compliance, in all material respects, with (i) the terms and conditions contained therein and (ii) with all applicable Environmental Laws, except for such failure to obtain or comply as has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

(b) There are no Environmental Claims pending or, to IP’s Knowledge, threatened against any Spinco Entity or with respect to the Spinco Business which, if adversely resolved, would, individually or in the aggregate, reasonably be expected to have a Spinco Material Adverse Effect.

(c) There is no condition (i) on, at or under any property currently or formerly owned, leased or used by, any IP Entity or any Spinco Entity or (ii) created by, any IP Entity’s or any Spinco Entity’s operations that would reasonably be expected to create a Liability for any Spinco Entity or the Spinco Business under applicable Environmental Laws, which Liability has had or would reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

(d) There are no past or present actions, activities, circumstances, events or incidents with respect to any of the Spinco Entities or any predecessors in interest thereto, including IP or any of its Subsidiaries (including any offsite disposal of, or exposure to, any Hazardous Materials), that would reasonably be expected to form the basis of any Environmental Claim, or any Liability under applicable Environmental Laws, in each case which has had or would reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

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(e) IP has made available to UWWH all material reports and documents in its or any of its Subsidiaries’ or any Spinco Entity’s possession, custody or control sufficient to disclose any Environmental Claim or Liability under applicable Environmental Laws relating to the Spinco Business and to any properties or assets currently owned, leased, operated or used by, or the conduct of any business or operations by, any IP Entity, Spinco Entity or any predecessor in interest thereto, which Environmental Claims or Liabilities have had or would reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

Section 5.13 Tax Matters. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect:

(a) Each Return required to be filed by any Spinco Entity or in respect of the Spinco Business for any Taxable Period has been timely filed and each such Return is true, correct and complete in all respects as it relates to the Spinco Business;

(b) All Taxes required to be paid by any Spinco Entity or in respect of the Spinco Business have been paid (whether or not shown on any Return) and appropriate reserves have been recorded in the Spinco Financial Statements in accordance with GAAP for Taxes not yet due and payable;

(c) There is no audit, examination or other administrative or court Action relating to Taxes (i) of any Spinco Entity or (ii) in respect of the Spinco Business in progress or pending, or threatened in writing, nor has a Taxing authority asserted in writing any deficiency or claim for such Taxes or any adjustment to such Taxes, in each case unless such audit, examination, other administrative or court Action, deficiency or claim has been resolved;

(d) All amounts required to be withheld by a Spinco Entity or in respect of the Spinco Business have been withheld and properly deposited with the appropriate Taxing authority, including in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party;

(e) There are no Encumbrances for Taxes on any of the assets of any Spinco Entity other than Taxes that are not yet due and payable or that are being contested in good faith with adequate reserves maintained in accordance with GAAP as reflected in the Spinco Financial Statements;

(f) No written agreement or other document waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of Taxes relating to a Spinco Entity has been filed or entered into with a Taxing authority;

(g) No Spinco Entity (A) is or, within the past six years, has been a member of an affiliated, combined, consolidated, unitary, or similar group for purposes of filing Returns or paying Taxes, other than the group of which IP is the common parent or any group that has never contained any Person other than IP and its Subsidiaries and former Subsidiaries, (B) has any Liability for the Taxes of any Person (other than IP and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Tax Law), as a transferee or successor, by contract, or otherwise, in each case as a result of events or transactions occurring within the past six years, (C) is a party to or bound by or has any

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obligation under any Tax indemnification, separation, sharing or similar agreement or arrangement other than the Tax Matters Agreement or Tax Receivable Agreement entered into outside of the ordinary course of business and within the past six years or (D) has received or applied for a Tax ruling from the IRS (other than in connection with the Transactions) or entered into any “closing agreement” pursuant to Code Section 7121 (or any predecessor provision or any similar provision of state, local, or foreign Law), in each case, that will affect any Spinco Entity after the Closing;

(h) Other than in connection with the Transactions or as contemplated by the IRS Submissions, no Spinco Entity has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in connection with the Merger;

(i) No Spinco Entity has engaged in any listed transaction within the meaning of the Code; and

(j) Neither Spinco nor any Spinco Entity will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Taxable Period ending after the Closing Date as a result of (i) any change in method of accounting adopted prior to the Closing for a Taxable Period ending on or prior to the Closing Date requiring an adjustment under Section 481(a) of the Code (or any similar provision of state, local or foreign Tax Law) or (ii) any election under Section 108(i) of the Code.

Section 5.14 Employee Benefits.

(a) Section 5.14(a) of the IP/Spinco Disclosure Schedules lists each Spinco Benefit Plan and Spinco Multiemployer Plan. IP has heretofore delivered or made available to UWWH true and complete copies of each Spinco Benefit Plan, any related trust or other funding vehicle, the most recent annual reports or summaries required to be prepared or filed under ERISA or the Code and the most recent determination letter received from the IRS with respect to each such plan intended to qualify under Section 401 of the Code.

(b) Except as set forth on Section 5.14(b) of the IP/Spinco Disclosure Schedules, (i) no Spinco Group Employee is entitled to material payments or benefits under any Spinco Benefit Plans or otherwise for which any Spinco Entity or the Spinco Entities or the Surviving Corporation and its Subsidiaries will have any Liability as of or following the Effective Time and (ii) the consummation of the Transactions shall not result, by itself or in conjunction with any other event, in the payment or acceleration of any amount, the acceleration of any benefit or any increase in any vested interest or entitlement to any benefit or payment by any Spinco Group Employee other than as would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries.

(c) The Spinco Entities have no Liability under Title IV or Section 302 of ERISA or under Section 412 or 430 of the Code (including on account of any ERISA Affiliate) that is due and owing as of the date hereof, and to the Knowledge of IP or Spinco, no condition exists that

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would reasonably be expected to result in any such Liability becoming a payment obligation of any Spinco Entity. Except as set forth on Section 5.14(c) of the IP/Spinco Disclosure Schedules, no Spinco Benefit Plan: (i) is a “defined benefit plan” as defined in Section 3(35) of ERISA or any other plan subject to the funding requirements of Section 412 of the Code or Section 302 of Title IV of ERISA or (ii) provides for retiree or post-employment medical, life insurance or other welfare-type benefits (other than health continuation coverage required by Section 4980B of the Code or similar state Law).

(d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, each Spinco Benefit Plan has been established, funded, operated and administered in accordance with its terms, the terms of any related contracts or agreements and applicable Law, including, but not limited to, ERISA, the Code and the Laws of any other Governmental Authority. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, (i) there have been no non-exempt “prohibited transactions” (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Spinco Benefit Plan, (ii) Spinco or, to the Knowledge of IP or Spinco, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with a Spinco Benefit Plan and (iii) no Action with respect to any Spinco Benefit Plan or Spinco Multiemployer Plan (other than routine claims for benefits) is pending or threatened.

(e) Each Spinco Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) (i) has been operated and administered in good faith compliance with Section 409A of the Code prior to January 1, 2009 and (ii) has been operated and administered in documentary compliance with Section 409A of the Code and the Treasury Regulations and other official guidance promulgated thereunder on or after January 1, 2009. Except as set forth on Section 5.14(e) of the IP/Spinco Disclosure Schedules, (i) except as would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries, the Transactions will not (either solely as a result thereof or as a result of such Transactions in conjunction with any other event) (A) entitle any Spinco Group Employee to severance pay or any other payment or (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any Spinco Group Employee, and (ii) no amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the Transactions (either solely as a result thereof or as a result of such Transactions in conjunction with any other event) could be an “excess parachute payment” within the meaning of section 280G of the Code, or would constitute an “excess parachute payment” if such amounts were subject to the provisions of section 280G of the Code. Neither Spinco nor any Spinco Entity has any indemnity obligation to any Spinco Group Employee for any Taxes imposed under Section 4999 or 409A of the Code.

(f) Except as set forth on Section 5.14(f) of the IP/Spinco Disclosure Schedules, (i) all contributions and premiums required to have been paid by IP, its Subsidiaries (including Spinco), or its ERISA Affiliates to any Spinco Multiemployer Plan under the terms of any collective bargaining agreement or applicable Law have been paid within the time prescribed by such agreement or applicable Law except for any failures that are not material and (ii) none of IP, its Subsidiaries (including Spinco) or its ERISA Affiliates has any outstanding Liability in connection with a complete or partial withdrawal from any Spinco Multiemployer Plan as of the date of this Agreement, and to the Knowledge of IP, no such Liability is expected to be incurred by IP, its Subsidiaries (including Spinco) or its ERISA Affiliates prior to the Closing Date.

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Section 5.15 Labor and Employment Matters.

(a) No Spinco Entity is a party to, or bound by, and no Spinco Group Employee is subject to, any (A) collective bargaining agreement (other than those set forth on Section 5.15(a) of the IP/Spinco Disclosure Schedules) or (B) other Contract with a labor union, labor organization, works council or trade association, nor is any such Contract presently being negotiated;

(b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, with respect to any Spinco Group Employee, no Spinco Entity or IP Entity is, or during the prior two year period has been, the subject of any Action asserting that such Spinco Entity or IP Entity, respectively, has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment, nor, to IP’s Knowledge, is any such Action threatened; and

(c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, with respect to the Spinco Group Employees, the Spinco Entities and the IP Entities are in compliance, in all material respects, with their obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988, as amended, and all similar Laws (“WARN”) and all other notification and bargaining obligations arising under any collective bargaining agreement, Law or otherwise.

(d) No strike, work stoppage, lockout or other material labor dispute involving any Spinco Entity or any Spinco Group Employee has occurred during the prior two year period, is pending or, to IP’s Knowledge, threatened.

(e) To the Knowledge of IP, there have been no petitions or campaigns being conducted to solicit cards initiated by any labor organization to represent any Spinco Group Employees not currently represented by a labor organization or employee representative within the past three years, nor, to IP’s Knowledge, are there any campaigns being conducted to solicit cards from employees to authorize representation by any labor organization.

(f) With respect to the Spinco Group Employees, each of IP, Spinco and their respective Subsidiaries is in material compliance with all applicable Laws and Contracts relating to employment practices, terms and conditions of employment, and the employment of former, current and prospective employees, independent contractors and “leased employees” (within the meaning of Section 414(n) of the Code), including all such Laws and Contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, human rights, fair labor standards, occupational safety and health, workers’ compensation, pay equity and wrongful discharge, except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

(g) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, no IP Entity or Spinco Entity is in material breach of any collective bargaining agreement that applies to any Spinco Group Employee nor, to IP’s Knowledge, is any labor union or labor organization that is party to any such collective bargaining agreement in material default thereunder.

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(h) To the Knowledge of IP, no Spinco Group Employee that is an executive officer or Key Spinco Group Employee has expressed to IP or Spinco any present intention to terminate his/her employment with IP or any Spinco Entity (other than, for the avoidance of doubt, those employees who shall terminate employment with IP in connection with the Transactions).

Section 5.16 Intellectual Property.

(a) Set forth on Section 5.16(a) of the IP/Spinco Disclosure Schedules is a list of all patents, pending patent applications, registrations and applications for registration of Intellectual Property and Internet domain names owned or controlled by the IP Entities or the Spinco Entities to carry on the Spinco Business as currently conducted. Except as set forth on Section 5.16(a) of the IP/Spinco Disclosure Schedules, in the conduct of the Spinco Business as currently conducted, no Spinco Entity uses any Intellectual Property owned or controlled by IP or its Affiliates (other than the Spinco Entities).

(b) Following the Separation, the Spinco Entities will own all right, title and interest in and to the Spinco Intellectual Property free of all Encumbrances, except for non-exclusive licenses to Spinco Intellectual Property granted in the ordinary course of business.

(c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, no Action or Order is pending, nor to IP’s Knowledge, threatened, (i) alleging that the operation of the Spinco Business, infringes, misappropriates, dilutes or otherwise violates (“Infringes”) the Intellectual Property rights of third parties or (ii) challenging the ownership, validity, patentability, enforceability, registrability or use of any Spinco Intellectual Property. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, with respect to the Spinco Business, neither IP nor any of its Affiliates (including any Spinco Entity) is subject to any outstanding Order or other dispute involving any third-party Intellectual Property and to IP’s Knowledge, no such Order or other dispute is threatened.

(d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, to IP’s Knowledge, (i) the operation of the Spinco Business as currently conducted does not Infringe the Intellectual Property rights of another Person and (ii) no Person is Infringing the Spinco Intellectual Property.

(e) IP and its Affiliates (including the Spinco Entities) have taken commercially reasonable actions to maintain the Spinco Intellectual Property and to protect the confidentiality of the trade secrets owned by any of them, in each case that are material to the conduct of the Spinco Business as presently conducted. To IP’s Knowledge, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, no Spinco Intellectual Property that constitutes a trade secret has been disclosed to any third party other than pursuant to a valid written agreement to protect the confidentiality of such trade secret.

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Section 5.17 Material Contracts.

(a) Section 5.17(a) of the IP/Spinco Disclosure Schedules sets forth each of the following with respect to the Spinco Business that is in effect as of the date hereof:

(i) any non-competition agreements or any other Contract that materially limits or will materially limit any of the IP Entities or the Spinco Entities from engaging in the Spinco Business or contains exclusivity, non-solicitation or “most favored nation” provisions that materially limit or would materially limit any of the IP Entities or the Spinco Entities from engaging in the Spinco Business;

(ii) any Contract with respect to any partnerships, joint ventures or strategic alliances material to the Spinco Business;

(iii) any Contract pursuant to which any Spinco Entity has or will incur Indebtedness for borrowed money or other material Indebtedness (other than deferred revenue);

(iv) any Contract that provides or will provide for annual payments in excess of $30 million by or to the Spinco Business (other than leases set forth on Section 5.8(e) of the IP/Spinco Disclosure Schedules);

(v) any Contract that provides for annual payments in excess of $30 million by or to any IP Entity or Spinco Entity and contains a “change of control” provision (other than leases set forth on Section 5.8(e) of the IP/Spinco Disclosure Schedules);

(vi) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which any Spinco Entity will be required after the date of this Agreement to pay consideration in excess of $1 million;

(vii) any Contract for the employment or engagement of any Spinco Group Employee or other individual on a full-time, part-time, or consulting basis and providing for annual compensation in excess of $250,000 but excluding offer letters with non-binding compensation terms that (A) permit discretionary periodic adjustments to the base rate of compensation and incentive compensation payable thereunder, (B) do not commit to any severance obligations, other than under the generally applicable IP severance policy and (C) do not contain any other material elements of compensation or benefits thereunder other than participation in the applicable IP benefits programs on the same terms as other similarly situated employees;

(viii) any Contract that limits or otherwise restricts the ability of Spinco or any of its Subsidiaries to pay dividends or make distributions to Spinco Stockholders; or

(ix) any license agreement or Contract that is material and primarily related to the Spinco Business under which any IP Entity or Spinco Entity is a licensee or licensor of any Intellectual Property or that is a settlement, royalty, covenant not to sue, consent, concurrent use or other agreement with respect to any Intellectual Property that is material and primarily related to the Spinco Business (in each case other than non-disclosure agreements entered into in the ordinary course of business and licenses and related service agreements for any item of commercially available, unmodified software with an annualized license fee of less than $2.5 million).

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The Contracts required to be set forth on Section 5.17(a) of the IP/Spinco Disclosure Schedules, the collective bargaining agreements set forth on Section 5.15(a) of the IP/Spinco Disclosure Schedules, (and any other such Contracts entered into in the ordinary course of business prior to the Closing) and real property leases for facilities in excess of 200,000 rentable square feet (it being understood that such leases as are in effect as of the date hereof are set forth on Section 5.8(e) of the IP/Spinco Disclosure Schedules and are marked with an asterisk) are referred to herein as the “Spinco Material Contracts”. IP has provided UWWH with a correct and complete copy of all Spinco Material Contracts in effect as of the date hereof.

(b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, each of the Spinco Material Contracts are valid and in full force and effect, against the IP Entity or Spinco Entity which is a party thereto (or will become a party thereto in connection with the Transactions) and, to IP’s Knowledge, the counterparty thereto, and constitute legal, valid and binding obligations of the IP Entity or Spinco Entity which is party thereto and, to IP’s Knowledge, the counterparty thereto, enforceable by the IP Entity or Spinco Entity which is a party thereto in accordance with their terms except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, relating to creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) or (ii) Laws relating to the enforcement of employee restrictive covenants.

(c) Neither any IP Entity nor any Spinco Entity is in material breach or default under (and no event has occurred, and neither any IP Entity nor any Spinco Entity has violated any provisions of, or committed or failed to perform any act that, with notice or the passage of time or both would constitute a material breach or default under) any Spinco Material Contract nor, to IP’s Knowledge, is any other party to any Spinco Material Contract in material default thereunder, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.

Section 5.18 Board Approvals; Votes Required.

(a) Board Approvals. Each of the IP Board of Directors, the Spinco Board of Directors, the xpedx Intermediate managing member and the xpedx managing member, as applicable, has, in each case, (i) determined that this Agreement, the Transaction Agreements and the Transactions (including the Merger and the Subsidiary Merger), taken together, are advisable, fair and in the best interest of IP, Spinco, xpedx Intermediate and xpedx, respectively, and their respective stockholders or unitholders, as applicable, and (ii) approved this Agreement, the Transaction Agreements and the Transactions (including the Merger and the Subsidiary Merger). The Spinco Board of Directors has approved and declared advisable the issuance of Spinco Common Stock in connection with the Distribution and the Merger.

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(b) Votes Required. The only approvals or consents of the holders of any class or series of capital stock necessary to adopt this Agreement and the Transaction Agreements and to approve the Merger and the Transactions is the affirmative vote of IP, as the sole stockholder of Spinco (the “Spinco Stockholder Approval”), and the affirmative vote of IP, as the sole member of xpedx Intermediate (“the “xpedx Intermediate Member Approval”), which Spinco and xpedx Intermediate shall obtain by written consent pursuant to Section 228 of the DGCL and Section 18-302 of the DLLCA, as applicable, on the date hereof immediately following the execution and delivery of this Agreement. Upon such adoption, the approval of the holders of Spinco Common Stock after the Distribution Date will not be required to effect the Transactions. The approval of IP Stockholders is not required to effect the Transactions, including the issuance of shares of Spinco Common Stock in the Merger, and, other than as set forth in this Section 5.18(b), no other corporate or other proceedings are necessary to adopt or approve this Agreement, the Transaction Agreements or to consummate the Merger or the Transactions.

Section 5.19 Status of New Spinco Common Stock. Subject to the approvals set forth in Section 5.18 above, the Spinco Common Stock being issued at the Effective Time shall have been duly authorized by all necessary corporate action on part of IP and Spinco and such Spinco Common Stock shall have been validly issued and, assuming payment therefore has been made, will be fully paid and non-assessable, and the issuance of such Spinco Common Stock will not be subject to preemptive rights.

Section 5.20 Operations of Spinco. Spinco is a direct, wholly-owned Subsidiary of IP and shall remain a direct wholly-owned Subsidiary of IP until the Distribution.

Section 5.21 Insurance of Spinco. Spinco is insured under insurance policies, Contracts and self-insurance programs, including policies of fire and casualty, liability and other forms of insurance and/or insurance arrangements, in such amounts, with such deductibles and against such risks and losses as are, in each of IP’s and Spinco’s judgment, reasonable for the Spinco Business and the Spinco Entities. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, all such policies are in full force and effect, no invoiced premiums are overdue for payment and no notice of cancellation or termination has been received by IP or Spinco or any of their respective Subsidiaries with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation or termination.

Section 5.22 Brokers or Finders; Transaction Bonuses. Except as set forth in Section 5.22 of the IP/Spinco Disclosure Schedules, neither IP, its Subsidiaries nor any of the Spinco Entities has employed any investment banker, broker, finder or intermediary in connection with the Transactions who might be entitled to any fee or any commission in connection with or upon consummation of the Transactions, and any such fee or commission, and any costs or expenses incurred in connection therewith shall be borne solely by IP. Except as set forth in Section 5.22 of the IP/Spinco Disclosure Schedules, there are no special bonuses or other similar compensation payable to any Spinco Group Employee or any other employee of the Spinco Entities in connection with the Transactions that would reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries. IP has provided to UWWH true and complete copies of any agreements set forth in Section 5.22 of the IP/Spinco Disclosure Schedules to the extent any Spinco Entity shall have or will have any Liability thereunder.

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Section 5.23 Bank Accounts. Section 5.23 of the IP/Spinco Disclosure Schedules sets forth a true and complete list showing the account name and bank ID of each account, credit line or safety deposit box primarily related to the Spinco Business and the names of responsible Persons authorized to draw thereof or, with respect to safety deposit boxes, have access thereto.

ARTICLE VI

IREPRESENTATIONS AND WARRANTIES OF THE UWWH STOCKHOLDER, UWWH AND UNISOURCE

Except as set forth in the UWWH Disclosure Schedules (regardless of whether or not the relevant Section hereof refers to the UWWH Disclosure Schedules), it being understood and agreed that each disclosure set forth in the UWWH Disclosure Schedules shall qualify or modify each of the representations and warranties set forth in this ARTICLE VI to the extent the applicability of the disclosure to such representation and warranty is reasonably apparent from the text of the disclosure made, the UWWH Stockholder, UWWH and Unisource hereby represent and warrant to IP and Spinco as follows:

Section 6.1 Due Organization, Good Standing, Corporate Power and Subsidiaries.

(a) Each of UWWH and Unisource is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. UWWH and its Subsidiaries have all requisite corporate power and authority to own, lease and operate their properties and assets and to carry on its business as it is now being conducted. Each of UWWH and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

(b) All of the outstanding shares of capital stock of, or other equity interests in, each UWWH Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and are owned directly or indirectly by UWWH, free and clear of all liens other than pursuant to the Unisource Credit Facility.

Section 6.2 Authorization and Validity of Agreement. Each of UWWH and Unisource has all necessary corporate power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party, to perform its obligations hereunder and thereunder and, subject to the receipt of the UWWH Stockholder Approval and the Unisource Stockholder Approval, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Transaction Agreements by UWWH and Unisource and the consummation by UWWH and Unisource of the Transactions, have been duly and validly authorized and unanimously approved by the UWWH Board of Directors and the Unisource Board of Directors, and no other corporate or other action on the part of UWWH or Unisource is necessary to authorize the execution, delivery and performance of this Agreement and the

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Transaction Agreements or the consummation of the Transactions (other than the UWWH Stockholder Approval and the Unisource Stockholder Approval). This Agreement and the Transaction Agreements have been duly and validly executed and delivered by each of UWWH and Unisource and, to the extent it is a party thereto, assuming due and valid authorization, execution and delivery hereof and thereof by each of IP, Spinco, xpedx Intermediate and xpedx, as applicable, each is a valid and binding obligation of each of UWWH and Unisource and enforceable against each of UWWH and Unisource in accordance with their terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, affecting the enforcement of creditors’ rights generally and by general equitable principles.

Section 6.3 Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 6.3 of the UWWH Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met, (d) the requirements under any applicable state securities or blue sky Laws are met and (e) the filing of the Certificate of Merger and other appropriate Merger documents and Subsidiary Merger documents (including the certificate of merger evidencing such Subsidiary Merger), if any, as required by the DGCL and the DLLCA, is made, the execution and delivery of this Agreement and the Transaction Agreements by UWWH and Unisource, as applicable, and the consummation by UWWH and Unisource of the Transactions, do not and will not: (w) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to UWWH or Unisource; (y) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority, the failure of which to file or receive would be material; or (z) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of UWWH or any of its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any UWWH Material Contract to which UWWH or Unisource is a party, excluding in the case of clause (z) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which have not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

Section 6.4 Capitalization.

(a) The authorized capital stock of UWWH consists solely of 1,000 shares of capital stock, all of which shares are classified and designated as UWWH Common Stock. 1,000 shares of UWWH Common Stock are issued and outstanding. All of the issued and outstanding shares of UWWH Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. There are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to UWWH Common Stock or any capital stock equivalent or other nominal interest in UWWH or any of its Subsidiaries which relate to UWWH

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(“UWWH Equity Interests”) pursuant to which UWWH or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or other equity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for, any UWWH Equity Interests. There are no outstanding obligations of UWWH to repurchase, redeem or otherwise acquire any outstanding securities of UWWH Equity Interests. There are no Contracts or commitments to which UWWH is a party relating to the issuance, sale, transfer or voting of any equity securities or other securities of UWWH.

(b) The authorized capital stock of Unisource consists solely of 1,000 shares capital stock, all of which are classified and designated as Unisource Common Stock. 100 shares of Unisource Common Stock are issued and outstanding. All of the issued and outstanding shares of Unisource Common Stock have been duly authorized and validly issued and are fully paid and non-assessable. Except for shares issuable pursuant to this Agreement, there are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to Unisource Common Stock or any capital stock equivalent or other nominal interest in Unisource or any of its Subsidiaries which relate to Unisource (“Unisource Equity Interests”) pursuant to which Unisource or any of its Subsidiaries is or may become obligated to issue shares of its capital stock or other equity interests or any securities convertible into or exchangeable for, or evidencing the right to subscribe for, any Unisource Equity Interests. There are no outstanding obligations of Unisource to repurchase, redeem or otherwise acquire any outstanding securities of Unisource Equity Interests. There are no Contracts or commitments to which Unisource is a party relating to the issuance, sale, transfer or voting of any equity securities or other securities of Unisource.

Section 6.5 Affiliate Transactions. Except for (a) transactions under or in connection with this Agreement or the other Transaction Agreements, (b) commercial transactions entered into in the ordinary course that are limited to customary purchase, commercial service and supply arrangements on quantity, pricing, payment and other material terms consistent with past practice prior to June 30, 2013 and entered into without any intent to manipulate working capital or the other assets or liabilities of UWWH in a manner favorable to the UWWH Stockholder and (c) as set forth in Section 6.5 of the UWWH Disclosure Schedules, as of the date hereof, there are no transactions or Contracts between or among (i) UWWH or any of its Subsidiaries, on the one hand, and (ii) UWWH’s Affiliates (other than wholly-owned Subsidiaries of UWWH, but including, for the avoidance of doubt, GP and its Affiliates), on the other hand, of the type that would be required to be disclosed if UWWH were a company subject to Item 404 of Regulation S-K promulgated under the Securities Act or result in Liability for or impose obligations on UWWH or any of its Subsidiaries.

Section 6.6 UWWH Financial Statements.

(a) The financial statements delivered to IP and Spinco as Section 6.6(a) of the UWWH Disclosure Schedules consist of:

(i) the audited balance sheets of the business of UWWH as of December 29, 2012 (the “UWWH Audited Balance Sheet”), December 31, 2011 and January 1, 2011, and the related audited statements of operations, cash flows and stockholder’s equity for the years ended December 29, 2012, December 31, 2011 and January 1, 2011, including the notes thereto, in each case, audited by PricewaterhouseCoopers LLP (collectively, the “UWWH Audited Financial Statements”); and

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(ii) the unaudited interim balance sheet of the business of UWWH as of June 30, 2013, and the related unaudited interim consolidated statements of operations for the 6 months ended June 30, 2013 and June 30, 2012 (collectively, the “UWWH Interim Financial Statements” and together with the UWWH Audited Financial Statements, the “UWWH Financial Statements”).

(b) The UWWH Financial Statements were prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the financial position of the business of UWWH as of the dates thereof and the results of its operations and changes in cash flows or other information included therein for the periods or as of the dates then ended, in each case, and subject, where appropriate, to normal year-end audit adjustments, as of the dates thereof and for the periods covered thereby.

(c) As of the date hereof, neither UWWH nor any of its Subsidiaries is required to file any form, report, registration statement, prospectus or other document with the SEC.

(d) Undisclosed Liabilities. Except as recorded as a Liability or otherwise reserved against in the UWWH Audited Balance Sheet, UWWH and its Subsidiaries do not have any Liability of any nature (whether accrued, absolute, contingent or otherwise) other than (i) Liabilities incurred in the ordinary course of business since the date of the UWWH Audited Balance Sheet, (ii) Liabilities incurred under or in accordance with this Agreement or in connection with the Transactions and (iii) Liabilities that have not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

Section 6.7 Information to Be Supplied. The information supplied or to be supplied by UWWH for inclusion in the Prospectus to be included in the Registration Statement will not, (a) on the date of its filing, (b) in the case of the Registration Statement, at the time the Registration Statement becomes effective under the Securities Act or (c) in the case of the Prospectus, on the date(s) on which the Prospectus is mailed to IP Stockholders, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 6.8 Assets.

(a) UWWH and its Subsidiaries have good and valid title to, or in the case of leased properties and assets, valid leasehold interests in, all of the tangible assets of UWWH and its Subsidiaries, except where the failure to have such good and valid title or valid leasehold interests would not, individually or in the aggregate, reasonably be expected to be materially adverse to UWWH and its Subsidiaries, taken as a whole, in each case subject to no Encumbrances, except for (i) Encumbrances expressly noted in the UWWH Financial Statements; (ii) Encumbrances consisting of zoning or planning restrictions, (iii) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property

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or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used in connection with the business of UWWH; (iv) Encumbrances for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP are reflected in the UWWH Financial Statements; (v) mechanic’s, materialmen’s and similar Encumbrances arising in the ordinary course of business or by operation of Law; and (vi) any conditions that are shown on the surveys, title policies, deeds or other such documents previously delivered by UWWH to IP and Spinco with respect to such real property.

(b) Neither UWWH nor any of its Subsidiaries is a party to any agreement that will remain in effect following the Closing to purchase any material real property.

(c) Section 6.8(c) of the UWWH Disclosure Schedules sets forth the address of each real property to be owned or leased by UWWH or any of its Subsidiaries which constitutes all of the real property currently used for the business of UWWH and its Subsidiaries. All buildings, structures and improvements located on such real property are in reasonably good condition and repair, ordinary wear and tear excepted, except if the failure to meet such standards would not materially and adversely impair the use of such real property as currently used by the business of UWWH and its Subsidiaries. For purposes of this Section 6.8(c), “real property” shall mean all of the warehouses of the business of UWWH and its Subsidiaries. Except as set forth in Section 6.8(c) of the UWWH Disclosure Schedules, neither UWWH nor its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy such real property or any material portion thereof.

Section 6.9 Absence of Certain Changes or Events.

(a) Except (i) as specifically contemplated or permitted by this Agreement or the Transaction Agreements, (ii) as set forth in the UWWH Audited Financial Statements and (iii) for changes resulting from the announcement of this Agreement or the Transactions, since January 1, 2013, (A) the business of UWWH has been conducted, in all material respects, in the ordinary course consistent with past practice, and (B) there has not been any event (including any damage, destruction or loss, whether or not covered by insurance) that has had or would reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

(b) Since June 30, 2013 through the date hereof and except with respect to the UWWH Reorganization, UWWH and its Subsidiaries have not taken any action or failed to take any action, which action or failure, as the case may be, would constitute a breach of Section 8.2 if taken or not taken, as applicable, after the date hereof without IP’s consent after the date hereof.

Section 6.10 Actions; Litigation.

(a) No Action against UWWH, any of its Subsidiaries, their business or any of their respective properties is, or in the past three years has been, pending or, to UWWH’s Knowledge, threatened, except with respect to such Actions the outcome of which has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

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(b) There is no, and during the past three years there has been no, Order against UWWH, any of its Subsidiaries, its business or its properties or otherwise that has had or would reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

Section 6.11 Compliance with Laws; Certain Licenses.

(a) Except with respect to environmental matters, Tax matters, employee benefits matters, labor and employment matters and Intellectual Property matters (which are addressed in Section 6.12, Section 6.13, Section 6.14, Section 6.15 and Section 6.16, respectively), UWWH and its Subsidiaries are, and have been since January 1, 2011, in compliance, in all material respects, with all Laws and Orders of any Governmental Authority applicable to any of them or their respective operations, except to the extent that such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

(b) UWWH and its Subsidiaries hold all material Licenses that are required for the conduct of their business as currently conducted and are in compliance with the terms of all such Licenses so held, except, in the case of each of the foregoing, as has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

Section 6.12 Environmental Matters.

(a) Each of UWWH and its Subsidiaries has obtained all material Licenses and other authorizations under Environmental Laws required for the conduct and operation of its business and has for the past five years been and is in compliance, in all material respects, with (i) the terms and conditions contained therein and (ii) with all applicable Environmental Laws, except for such failure to obtain or comply as has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

(b) There are no Environmental Claims pending or, to UWWH’s Knowledge, threatened against UWWH or any of its Subsidiaries which, if adversely resolved, would, individually or in the aggregate, reasonably be expected to have a UWWH Material Adverse Effect.

(c) There is no condition (i) on, at or under any property currently or formerly owned, leased or used by UWWH or any of its Subsidiaries or (ii) created by UWWH’s or any of its Subsidiary’s operations that would reasonably be expected to create a Liability for UWWH or any of its Subsidiaries or the business of UWWH under applicable Environmental Laws, which Liability has had or would reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

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(d) There are no past or present actions, activities, circumstances, events or incidents with respect to UWWH or any of its Subsidiaries or any predecessors in interest thereto (including any offsite disposal of, or exposure to, any Hazardous Materials) that would reasonably be expected to form the basis of any Environmental Claim, or any Liability under applicable Environmental Laws, in each case which has had or would reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

(e) UWWH has made available to IP all material reports and documents in its or any of its Subsidiaries’ possession, custody or control sufficient to disclose any Environmental Claim or Liability under applicable Environmental Laws relating to any properties or assets currently or formerly owned, leased, operated or used by, or the conduct of any business or operations by, UWWH, any of its Subsidiaries or any predecessor in interest thereto, which Environmental Claims or Liabilities have had or would reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

Section 6.13 Tax Matters. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect:

(a) Each Return required to be filed by any UWWH Entity has been timely filed and each such Return is true, correct and complete in all respects;

(b) All Taxes required to be paid by any UWWH Entity have been paid (whether or not shown on any Return) and appropriate reserves have been recorded in the UWWH Financial Statements in accordance with GAAP for Taxes not yet due and payable;

(c) There is no audit, examination or other administrative or court Action relating to Taxes of any UWWH Entity in progress or pending, or threatened in writing, nor has a Taxing authority asserted in writing any deficiency or claim for such Taxes or any adjustment to such Taxes, in each case unless such audit, examination, other administrative or court Action, deficiency or claim has been resolved;

(d) All amounts required to be withheld by a UWWH Entity have been withheld and properly deposited with the appropriate Taxing authority, including in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party;

(e) There are no Encumbrances for Taxes on any of the assets of any UWWH Entity other than Taxes that are not yet due and payable or that are being contested in good faith with adequate reserves maintained in accordance with GAAP as reflected in the UWWH Financial Statements;

(f) No written agreement or other document waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of Taxes has been filed or entered into with a Taxing authority;

(g) No UWWH Entity (A) is or, within the past six years, has been a member of an affiliated, combined, consolidated, unitary, or similar group for purposes of filing Returns or paying Taxes, other than the group of which UWWH is the common parent or any group that has never contained any Person other than UWWH and its Subsidiaries and former Subsidiaries, (B) has any Liability for the Taxes of any Person (other than UWWH and its Subsidiaries) under

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Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign Tax Law), as a transferee or successor, by contract, or otherwise, in each case as a result of events or transactions occurring within the past six years, (C) is a party to or bound by or has any obligation under any Tax indemnification, separation, sharing or similar agreement or arrangement other than the Tax Matters Agreement or Tax Receivable Agreement entered into outside of the ordinary course of business and within the past six years or (D) has received or applied for a Tax ruling from the IRS (other than in connection with the Distribution or Merger) or entered into any “closing agreement” pursuant to Code Section 7121 (or any predecessor provision or any similar provision of state, local, or foreign Law), in each case, that will affect any UWWH Entity after the Closing;

(h) No UWWH Entity has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in connection with the Merger;

(i) No UWWH Entity has engaged in any listed transaction within the meaning of the Code; and

(j) Neither UWWH nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Taxable Period ending after the Closing Date as a result of (i) any change in method of accounting adopted prior to the Closing for a Taxable Period ending on or prior to the Closing Date requiring an adjustment under Section 481(a) of the Code (or any similar provision of state, local or foreign Tax Law) or (ii) any election under Section 108(i) of the Code.

Section 6.14 Employee Benefits.

(a) Section 6.14(a) of the UWWH Disclosure Schedules lists each UWWH Benefit Plan and UWWH Multiemployer Plan. UWWH has heretofore delivered or made available to IP true and complete copies of each UWWH Benefit Plan, any related trust or other funding vehicle, the most recent annual reports or summaries required to be prepared or filed under ERISA or the Code and the most recent determination letter received from the IRS with respect to each such plan intended to qualify under Section 401 of the Code.

(b) Except as set forth on Section 6.14(b) of the UWWH Disclosure Schedules, (i) no UWWH Employee is entitled to material payments or benefits under any UWWH Benefit Plans or otherwise for which UWWH or any of its Subsidiaries or the Surviving Corporation and its Subsidiaries will have any Liability as of or following the Effective Time and (ii) the consummation of the Transactions shall not result, by itself or in conjunction with any other event, in the payment or acceleration of any amount, the acceleration of any benefit or any increase in any vested interest or entitlement to any benefit or payment by any UWWH Employee other than as would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries.

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(c) Neither UWWH nor any of its Subsidiaries has any Liability under Title IV or Section 302 of ERISA or under Section 412 or 430 of the Code (including on account of any ERISA Affiliate) that is due and owing as of the date hereof, and to the Knowledge of UWWH no condition exists that would reasonably be expected to result in any such Liability becoming a payment obligation of UWWH or any of its Subsidiaries. Except as set forth on Section 6.14(c) of the UWWH Disclosure Schedules, no UWWH Benefit Plan: (i) is a “defined benefit plan” as defined in Section 3(35) of ERISA or any other plan subject to the funding requirements of Section 412 of the Code or Section 302 of Title IV of ERISA or (ii) provides for retiree or post-employment medical, life insurance or other welfare-type benefits (other than health continuation coverage required by Section 4980B of the Code or similar state Law).

(d) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, each UWWH Benefit Plan has been established, funded, operated and administered in accordance with its terms, the terms of any related contracts or agreements and applicable Law, including, but not limited to, ERISA, the Code and the Laws of any other Governmental Authority. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, (i) there have been no non-exempt “prohibited transactions” (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any UWWH Benefit Plan, (ii) UWWH or, to the Knowledge of UWWH, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with a UWWH Benefit Plan and (iii) no Action with respect to any UWWH Benefit Plan or UWWH Multiemployer Plan (other than routine claims for benefits) is pending or threatened.

(e) Each UWWH Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(1) of the Code) (i) has been operated and administered in good faith compliance with Section 409A of the Code prior to January 1, 2009 and (ii) has been operated and administered in documentary compliance with Section 409A of the Code and the Treasury Regulations and other official guidance promulgated thereunder on or after January 1, 2009. Except as set forth on Section 6.14(e) of the UWWH Disclosure Schedules, (i) except as would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries, the Transactions will not (either solely as a result thereof or as a result of such transactions in conjunction with any other event) (A) entitle any UWWH Employee to severance pay or any other payment or (B) result in any payment becoming due, accelerate the time of payment or vesting of benefits, or increase the amount of compensation due to any UWWH Employee, and (ii) no amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the Transactions (either solely as a result thereof or as a result of such transactions in conjunction with any other event) could be an “excess parachute payment” within the meaning of section 280G of the Code, or would constitute an “excess parachute payment” if such amounts were subject to the provisions of section 280G of the Code. UWWH does not have any indemnity obligation to any UWWH Employee for any Taxes imposed under Section 4999 or 409A of the Code.

(f) Except as set forth on Section 6.14(f) of the UWWH Disclosure Schedules, (i) all contributions and premiums required to have been paid by UWWH, its Subsidiaries, or its ERISA Affiliates to any UWWH Multiemployer Plan under the terms of any collective bargaining agreement or applicable Law have been paid within the time prescribed by such

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agreement or applicable Law except for any failures that are not material and (ii) none of UWWH, any of its Subsidiaries, or its ERISA Affiliates has any outstanding Liability in connection with a complete or partial withdrawal from any UWWH Multiemployer Plan as of the date of this Agreement, and to the Knowledge of UWWH, no such Liability is expected to be incurred by UWWH, its Subsidiaries, or its ERISA Affiliates prior to the Closing Date.

Section 6.15 Labor and Employment Matters.

(a) Neither UWWH nor any of its Subsidiaries is a party to, or bound by, and no UWWH Employee is subject to, any (A) collective bargaining agreement (other than those set forth on Section 6.15(a) of the UWWH Disclosure Schedules) or (B) other Contract with a labor union, labor organization, works council or trade association, nor is any such Contract presently being negotiated;

(b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, neither UWWH nor any of its Subsidiaries is, or during the prior two year period has been, the subject of any Action asserting that UWWH or any of its Subsidiaries has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment, nor, to UWWH’s Knowledge, is any such Action threatened; and

(c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, UWWH and all of its Subsidiaries are in compliance, in all material respects, with their obligations pursuant to WARN and all other notification and bargaining obligations arising under any collective bargaining agreement, Law or otherwise.

(d) No strike, work stoppage, lockout or other material labor dispute involving UWWH or any of its Subsidiaries has occurred during the prior two year period, is pending or, to UWWH’s Knowledge, threatened.

(e) To the UWWH’s Knowledge, there have been no petitions or campaigns being conducted to solicit cards initiated by any labor organization to represent any UWWH Employees not currently represented by a labor organization or employee representative within the past three years nor, to UWWH’s Knowledge, are there any campaigns being conducted to solicit cards from employees to authorize representation by any labor organization.

(f) UWWH is in material compliance with all applicable Laws and Contracts relating to employment practices, terms and conditions of employment, and the employment of former, current and prospective employees, independent contractors and “leased employees” (within the meaning of Section 414(n) of the Code), including all such Laws and Contracts relating to wages, hours, collective bargaining, employment discrimination, immigration, disability, civil rights, human rights, fair labor standards, occupational safety and health, workers’ compensation, pay equity and wrongful discharge, except as has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

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(g) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, neither UWWH nor any of its Subsidiaries is in material breach of any collective bargaining agreement that applies to any UWWH Employee nor, to UWWH’s Knowledge, is any labor union or labor organization that is party to any such collective bargaining agreement in material default thereunder.

(h) To the Knowledge of UWWH, no executive officer or Key UWWH Employee or any of its Subsidiaries has expressed to UWWH or any of its Subsidiaries any present intention to terminate his/her employment with UWWH or any of its Subsidiaries.

Section 6.16 Intellectual Property.

(a) Set forth on Section 6.16(a) of the UWWH Disclosure Schedules is a list of all patents, pending patent applications, registrations and applications for registration of Intellectual Property and Internet domain names owned or controlled by UWWH and its Subsidiaries to carry on the business of UWWH and its Subsidiaries as currently conducted (the “UWWH Intellectual Property”).

(b) UWWH or its Subsidiaries own all right, title and interest in and to, the UWWH Intellectual Property, free of all Encumbrances, except for non-exclusive licenses to UWWH Intellectual Property granted in the ordinary course of business.

(c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, no Action or Order is pending, nor to UWWH’s Knowledge, threatened, (i) alleging that the operation of UWWH’s business, Infringes the Intellectual Property rights of third parties or (ii) challenging the ownership, validity, patentability, enforceability, registrability or use of any UWWH Intellectual Property. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, neither UWWH nor any of its Subsidiaries is subject to any outstanding Order or other dispute involving any third-party Intellectual Property and to UWWH’s Knowledge, no such Order or other dispute is threatened.

(d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, to UWWH’s Knowledge, (i) the operation of UWWH’s business as currently conducted does not Infringe the Intellectual Property rights of another Person and (ii) no Person is Infringing the UWWH Intellectual Property.

(e) UWWH and its Subsidiaries have taken commercially reasonable actions to maintain the UWWH Intellectual Property and to protect the confidentiality of the trade secrets owned by any of them, in each case that are material to the conduct of UWWH’s business as presently conducted. To UWWH’s Knowledge, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, no UWWH Intellectual Property that constitutes a trade secret has been disclosed to any third party other than pursuant to a valid written agreement to protect the confidentiality of such trade secret.

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Section 6.17 Material Contracts.

(a) Section 6.17(a) of the UWWH Disclosure Schedules sets forth each of the following that UWWH or any of its Subsidiaries is a party to or bound by as of the date hereof:

(i) any non-competition agreements or any other Contract that materially limits or will materially limit any of UWWH or its Subsidiaries from engaging in their respective businesses or contains exclusivity, non-solicitation or “most favored nation” provisions that materially limit or would materially limit any of the UWWH or its Subsidiaries from engaging in their respective businesses;

(ii) any Contract with respect to any partnerships, joint ventures or strategic alliances material to UWWH;

(iii) any Contract pursuant to which any of UWWH or its Subsidiaries has or will incur Indebtedness for borrowed money or other material Indebtedness (other than deferred revenue);

(iv) any Contract that provides or will provide for annual payments in excess of $30 million by or to UWWH or any of its Subsidiaries (other than leases set forth on Section 6.8(c) of the UWWH Disclosure Schedules);

(v) any Contract that provides for annual payments in excess of $30 million and contains a “change of control” provision (other than leases set forth on Section 6.8(c) of the UWWH Disclosure Schedules);

(vi) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which UWWH or any of its Subsidiaries will be required after the date of this Agreement to pay consideration in excess of $1 million;

(vii) any Contract for the employment or engagement of any UWWH Employee or other individual on a full-time, part-time or consulting basis and providing for annual compensation in excess of $250,000 but excluding offer letters with non-binding compensation terms that (A) permit discretionary periodic adjustments to the base rate of compensation and incentive compensation payable thereunder, (B) do not commit to any severance obligations, other than under the generally applicable UWWH severance policy and (C) do not contain any other material elements of compensation or benefits thereunder other than participation in the applicable UWWH benefits programs on the same terms as other similarly situated employees;

(viii) any Contract that limits or otherwise restricts the ability of UWWH or any of its Subsidiaries to pay dividends or make distributions to the UWWH Stockholder; or

(ix) any license agreement or Contract that is material to UWWH’s business under which UWWH or any of its Subsidiaries is a licensee or licensor of any Intellectual Property or that is a settlement, royalty, covenant not to sue, consent, concurrent use or other agreement with respect to any Intellectual Property that is material to UWWH’s business (in each case other than non-disclosure agreements entered into in the ordinary course of business and licenses and related service agreements for any item of commercially available, unmodified software with an annualized license fee of less than $2.5 million).

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The Contracts required to be set forth on Section 6.17(a) of the UWWH Disclosure Schedules, the collective bargaining agreements set forth on Section 6.15(a) of the UWWH Disclosure Schedules (and any other such Contracts entered into in the ordinary course of business prior to the Closing) and real property leases for facilities in excess of 200,000 rentable square feet (it being understood that such leases as are in effect as of the date hereof are set forth on Section 6.8(c) of the UWWH Disclosure Schedules and are marked with an asterisk) are referred to herein as the “UWWH Material Contracts”. UWWH has provided IP with a correct and complete copy of all UWWH Material Contracts in effect as of the date hereof.

(b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, each of the UWWH Material Contracts are valid and in full force and effect, against UWWH or its Subsidiary which is a party thereto (or will become a party thereto in connection with the Transactions) and, to UWWH’s Knowledge, the counterparty thereto, and constitute legal, valid and binding obligations of UWWH or its Subsidiary which is party thereto and, to UWWH’s Knowledge, the counterparty thereto, enforceable by UWWH or the Subsidiary which is a party thereto in accordance with their terms except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, relating to creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) or (ii) Laws relating to the enforcement of employee restrictive covenants.

(c) Neither UWWH nor any of its Subsidiaries is in material breach or default under (and no event has occurred, and neither UWWH nor its Subsidiaries has violated any provisions of, or committed or failed to perform any act that, with notice or the passage of time or both would constitute a material breach or default under) any UWWH Material Contract nor, to UWWH’s Knowledge, is any other party to any UWWH Material Contract in material default thereunder, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

Section 6.18 Board Approvals; Votes Required.

(a) Board Approval. Each of the UWWH Board of Directors and the Unisource Board of Directors has unanimously (i) determined that this Agreement, the Transaction Agreements and the Transactions (including the Merger and the Subsidiary Merger), taken together, are advisable, fair and in the best interest of UWWH and Unisource, respectively, and their respective stockholders and (ii) approved this Agreement, the Transaction Agreements and the Transactions (including the Merger and the Subsidiary Merger).

(b) Votes Required. The only approvals or consents of the holders of any class or series of capital stock necessary to adopt this Agreement and the Transaction Agreements and to approve the Merger and the Transactions is the affirmative vote of the UWWH Stockholder, as the sole stockholder of UWWH (the “UWWH Stockholder Approval”) and the affirmative vote of UWWH, as the sole stockholder of Unisource (the “Unisource Stockholder Approval”), which

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UWWH shall obtain by written consent pursuant to Section 228 of the DGCL on the date hereof immediately following the execution and delivery of this Agreement. Other than as set forth in this Section 6.18(b), no other corporate proceedings are necessary to adopt or approve this Agreement, the Transaction Agreements or to consummate the Merger or the Transactions.

Section 6.19 Dividends. Since June 30, 2013, neither UWWH nor any of its Subsidiaries (i) declared, set aside or paid any dividends or made other distributions on or in respect of any shares of the capital stock or partnership or equity interests of UWWH or any of its Subsidiaries (whether in cash, securities, property or any combination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership or equity interests, all of which shares of capital stock or partnership or equity interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by Law to be held by Persons other than UWWH or its wholly-owned Subsidiaries), as applicable, of the applicable corporation, partnership or other entity are owned directly or indirectly by UWWH, or (ii) purchased, repurchased, redeemed or otherwise acquired, or permitted UWWH or any of its Subsidiaries to purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its Subsidiaries, including shares of UWWH Common Stock, or any option, warrant, instrument or right, directly or indirectly, to acquire any such securities, other than from employees upon termination of employment in the ordinary course of business or (iii) proposed or committed to do any of the foregoing.

Section 6.20 Brokers or Finders; Transaction Bonuses. Except as set forth in Section 6.20 of the UWWH Disclosure Schedules, neither UWWH nor any of its Subsidiaries has employed any investment banker, broker, finder or intermediary in connection with the Transactions who might be entitled to any fee or any commission in connection with or upon consummation of the Transactions and any such fee or commission and any costs or expenses incurred in connection therewith shall be borne solely by UWWH. Except as set forth in Section 6.20 of the UWWH Disclosure Schedules, there are no special bonuses or other similar compensation payable to any UWWH Employee or any other employee of UWWH or any of its Subsidiaries in connection with the Transactions that would reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries. UWWH has provided true and complete copies of the agreements set forth in Section 6.20 of the UWWH Disclosure Schedules to IP.

Section 6.21 Insurance of UWWH. UWWH is insured under insurance policies, Contracts and self-insurance programs, including policies of fire and casualty, liability and other forms of insurance and/or insurance arrangements, in such amounts, with such deductibles and against such risks and losses as are, in UWWH’s judgment, reasonable for its business and its Subsidiaries. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect, all such policies are in full force and effect, no invoiced premiums are overdue for payment and no notice of cancellation or termination has been received by UWWH or any of its Subsidiaries with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation or termination.

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Section 6.22 Bank Accounts. Section 6.22 of the UWWH Disclosure Schedules sets forth a true and complete list showing the account name and bank ID of each account, credit line or safety deposit box primarily related to UWWH’s or its Subsidiaries’ business and the names of responsible Persons authorized to draw thereof or, with respect to safety deposit boxes, have access thereto.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE UWWH STOCKHOLDER

The UWWH Stockholder hereby represents and warrants to IP and Spinco as follows:

Section 7.1 No Public Sale or Distribution. The UWWH Stockholder is acquiring the Spinco Common Stock in the ordinary course of business for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, in whole or in part, except pursuant to sales registered or exempted under the Securities Act, and except as provided in the Registration Rights Agreement, the UWWH Stockholder does not have a present arrangement or agreement to effect any distribution of the Spinco Common Stock to or through any Person; provided, however, that by making the representations herein, the UWWH Stockholder does not agree to hold any of the Spinco Common Stock for any minimum period of time or other specific term and reserves the right to dispose of the Spinco Common Stock at any time in accordance with or pursuant to a registration statement filed pursuant to or an exemption under the Securities Act.

Section 7.2 Accredited Investor Status. The UWWH Stockholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 7.3 Reliance on Exemptions. The UWWH Stockholder understands that the Spinco Common Stock is being offered and issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that IP and Spinco are relying in part upon the truth and accuracy of, and the UWWH Stockholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the UWWH Stockholder set forth herein in order to determine the availability of such exemptions and the eligibility of the UWWH Stockholder to acquire the Spinco Common Stock.

Section 7.4 Information. The UWWH Stockholder and its advisors, if any, have been furnished with all materials relating to the Spinco Business, Spinco and the Spinco Subsidiaries and materials relating to the offer and issuance of the Spinco Common Stock which have been requested by the UWWH Stockholder. The UWWH Stockholder and its advisors, if any, have been afforded the opportunity to ask questions of, and the UWWH Stockholder and its advisors have received answers thereto satisfactory to the UWWH Stockholder from, IP, Spinco and the Spinco Subsidiaries relating to the Spinco Business. Neither such inquiries nor any other due diligence investigations conducted by the UWWH Stockholder or its advisors, if any, or its Representatives, shall modify, amend or affect the UWWH Stockholder’s right to rely on the representations and warranties of IP, Spinco, xpedx Intermediate and xpedx contained herein. The UWWH Stockholder understands that its investment in the Spinco Common Stock involves

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a high degree of risk and that it is able to afford a complete loss of such investment. The UWWH Stockholder has independently evaluated the merits of its decision to acquire the Spinco Common Stock pursuant to this Agreement, and the UWWH Stockholder confirms that it has not relied on the advice of any other Person and/or Person’s legal counsel in making such decision. The UWWH Stockholder understands that nothing in this Agreement or any other materials presented by or on behalf of IP, with respect to the Spinco Business, Spinco or any of the Spinco Subsidiaries to the UWWH Stockholder in connection with the acquisition of the Spinco Common Stock constitutes legal, tax, accounting or investment advice. The UWWH Stockholder has sought such accounting, legal, investment and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Spinco Common Stock.

Section 7.5 No Governmental Review. The UWWH Stockholder understands that no Governmental Authority has passed on or made any recommendation or endorsement of the Spinco Common Stock or the fairness or suitability of the investment in the Spinco Common Stock, nor have such authorities passed upon or endorsed the merits of the offering of the Spinco Common Stock.

Section 7.6 Transfer or Resale. The UWWH Stockholder understands that: (i) the Spinco Common Stock received by it has not been and is not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) pursuant to an effective registration statement under the Securities Act, (B) the UWWH Stockholder shall have delivered to the Company an opinion of counsel of recognized standing reasonably acceptable to Spinco, in a generally acceptable form, to the effect that such Spinco Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration or (C) the UWWH Stockholder provides Spinco with an opinion of counsel of recognized standing reasonably acceptable to Spinco that such Spinco Common Stock can be sold, assigned or transferred pursuant to Rule 144 (if available) promulgated under the Securities Act (or a successor rule thereto) (“Rule 144”); (ii) any sale of the Spinco Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144; and (iii) other than pursuant to the Registration Rights Agreement, none of IP, Spinco or any other Person is under any obligation to register the Spinco Common Stock issued to the UWWH Stockholder under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Spinco Common Stock may be pledged in connection with a bona fide margin account or other loan secured by the Spinco Common Stock and such pledge of Spinco Common Stock shall not be deemed to be a transfer, sale or assignment of the Spinco Common Stock hereunder, and the UWWH Stockholder effecting a pledge of Spinco Common Stock shall not be required to provide Spinco with any notice thereof or otherwise make any delivery to Spinco pursuant to this Agreement or any other Transaction Agreement, including, without limitation, this Section 7.6; provided, that in order to make any sale, transfer or assignment of Spinco Common Stock, the UWWH Stockholder and its pledgee make such disposition in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The UWWH Stockholder acknowledges that the shares of Spinco Common Stock that it receives in the Distribution and Merger are “restricted securities” as defined in Rule 501 of Regulation D promulgated under the Securities Act and will contain the following legend:

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“THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE SURVIVING CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”

Section 7.7 Due Organization, Good Standing and Corporate Power. The UWWH Stockholder is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. The UWWH Stockholder has all requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The UWWH Stockholder is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

Section 7.8 Authorization and Validity of Agreement. The UWWH Stockholder has all necessary and required limited liability company power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the Transaction Agreements by the UWWH Stockholder and the consummation by the UWWH Stockholder of the Transactions, have been duly and validly authorized by the UWWH Stockholder Board of Managers, and no other limited liability company action on the part of the UWWH Stockholder is necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Agreements or the consummation of the Transactions. This Agreement and the Transaction Agreements have been duly and validly executed and delivered by the UWWH Stockholder and, to the extent the UWWH Stockholder is a party thereto, each is a valid and binding obligation of the UWWH Stockholder and enforceable against the UWWH Stockholder in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, affecting the enforcement of creditors’ rights generally and by general equitable principles.

Section 7.9 Company Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 7.9 of the UWWH Stockholder Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met, (d) the requirements under any applicable state securities or blue sky Laws are met and (e) the filing of the Certificate of Merger and other appropriate Merger documents and Subsidiary Merger documents (including the certificate of merger evidencing such Subsidiary Merger), if any, as required by the DGCL and the DLLCA, is made, the execution and delivery of this Agreement and the Transaction

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Agreements by the UWWH Stockholder and the consummation by the UWWH Stockholder of the Transactions, do not and will not: (w) conflict with or result in a breach of any provision of its certificate of organization or operating agreement; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to the UWWH Stockholder; (y) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority, the failure of which to file or receive would be material; or (z) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the UWWH Stockholder or any of its Subsidiaries or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which the UWWH Stockholder is a party, excluding in the case of clause (z) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which have not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.

Section 7.10 No General Solicitation. The UWWH Stockholder is not purchasing the Spinco Common Stock as a result of any advertisement, article, notice or other communication regarding the Spinco Common Stock published in any newspaper, magazine or similar media or broadcast over television or radio or transmitted over the Internet or presented at any seminar or any other general advertisement.

ARTICLE VIII

COVENANTS

Section 8.1 Conduct of the Spinco Business Pending the Merger. Following the date of this Agreement and until the earlier of the Effective Time or the termination of this Agreement, except in connection with the Distribution or as contemplated or permitted by this Agreement or the Transaction Agreements or described in Section 8.1 of the IP/Spinco Disclosure Schedules or to the extent that UWWH shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), IP and Spinco agree, as to themselves and their respective Subsidiaries, as applicable:

(a) Ordinary Course. Each of IP and Spinco shall, and shall cause their respective Subsidiaries, as applicable, to, conduct the Spinco Business in, and shall not take any action with respect to the Spinco Business except in, the ordinary course of business, consistent with past practice and, with respect to the Spinco Business, shall use reasonable best efforts to preserve intact its current business organization, maintain its material rights and Licenses, keep available the services of its current officers and Key Spinco Group Employees and preserve its relationships with its customers, suppliers and others having business dealings with it in such a manner that its goodwill and ongoing businesses are not impaired in any material respect as of the Effective Time. IP shall, and shall cause its Subsidiaries to, operate their respective businesses (other than the Spinco Business) in the ordinary course of business in their dealings with, and otherwise in respect of, the Spinco Business (including its customers).

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(b) Changes in Stock. With respect to the Spinco Business, neither IP nor Spinco shall, nor shall IP or Spinco permit any of their respective Subsidiaries to, nor shall any of the Spinco Entities propose to (in each case whether by merger, consolidation, exchange or otherwise):

(i) split, combine or reclassify any of the capital stock of any of the IP Entities or Spinco Entities or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of the capital stock of any of the IP Entities or Spinco Entities; or

(ii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any of the IP Entities or Spinco Entities to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of Spinco’s securities or any securities of any of the Spinco Subsidiaries, including shares of Spinco Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoing.

(c) Issuance of Securities. With respect to the Spinco Business, neither IP nor Spinco shall, nor shall they permit any of their respective Subsidiaries, as applicable, to (i) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or Encumbrance of, (A) any shares of any Spinco Entity’s capital stock of any class or (B) any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest, in any Spinco Entity (it being understood that this Section 8.1(c) shall not restrict the issuance of shares of IP Common Stock or other securities convertible into or exercisable or exchangeable for IP Common Stock other than any issuance of any of the foregoing to any Spinco Group Employee (except that shares of IP Common Stock may be issued to any Spinco Group Employee upon exercise of an option for IP Common Stock currently outstanding or the occurrence of a payment event under any of restricted stock units or similar securities with respect to the IP Common Stock currently outstanding)) or (ii) with respect to the Spinco Group Employees, accelerate the timing of payments or vesting under, or otherwise materially amend or supplement, any existing benefit, stock option compensation plan or arrangement (other than as may be required by Law or under an applicable qualified retirement plan), in each case other than pursuant to Section 2.8(a) hereof, as permitted by Section 8.1(h) hereof, as set forth on Section 5.14(b) of the IP/Spinco Disclosure Schedules or as would not result in a Liability to any Spinco Entity. Without limiting the generality of the immediately preceding sentence, nothing in this Section 8.1(c) or elsewhere in this Agreement shall prevent IP or any of its respective agents from amending or operating the IP 401(k) Plans as any such party deems appropriate, in its sole discretion as permitted under such IP 401(k) Plans, with respect to the holding or liquidation of any shares of IP Common Stock (or Spinco Common Stock received in respect of IP Common Stock in the Distribution).

(d) Governing Documents. Neither IP nor Spinco shall amend or propose to amend or otherwise change the certificate of incorporation or bylaws or similar governance documents of Spinco, nor shall IP or Spinco permit any Spinco Subsidiary to amend or propose to amend or otherwise change its certificate of incorporation or bylaws or similar governance documents, in each case, except to the extent required to comply with applicable Law, the provisions of this Agreement or the Transaction Agreements.

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(e) Acquisitions. Neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, enter into in a single transaction or a series of transactions, acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof.

(f) Dispositions. Neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, enter into a single transaction or a series of related transactions, sell, lease, pledge, encumber, transfer, license or otherwise dispose of, or agree to sell, lease, pledge, encumber, transfer, license or otherwise dispose of, any of its assets (other than Contracts, which are governed by Section 8.1(m) hereof) (excluding the disposition in the ordinary course of business for fair market value of assets having a fair market value not exceeding $500,000 in the aggregate).

(g) Indebtedness. Except for the incurrence of the Spinco Financing, neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries to:

(i) incur any Indebtedness for borrowed money or guarantee or otherwise become contingently liable for any such Indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of any of the Spinco Entities or guarantee any debt securities of others or enter into any material lease other than in connection with operating leases in the ordinary course of business;

(ii) issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person for borrowed money or otherwise;

(iii) make any loans, advances, capital contributions to or investments in any other Person except (A) loans or advances by any Spinco Entity to Spinco or any of its wholly-owned Subsidiaries, (B) investments or capital contributions in any of Spinco’s wholly-owned Subsidiaries, (C) as required by binding Contracts in effect as of the date hereof set forth in Section 8.1(g) of the IP/Spinco Disclosure Schedules or (D) in the ordinary course of business; provided, that the aggregate amount of such loans, advances, capital contributions to or investments in any other Person made in reliance on this clause (D) shall not exceed $100,000;

(iv) authorize material capital expenditures or purchases of fixed assets other than from third parties in the ordinary course of business; or

(v) incur Liabilities secured by an Encumbrance on its assets other than in the ordinary course of business;

which, in the case of clauses (i), (ii), (iii), (iv) or (v) above, would obligate the Surviving Corporation or its Subsidiaries to pay any amounts, or assume any obligations to be performed by the Surviving Corporation or its Subsidiaries, at or after the Effective Time.

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(h) Employee Arrangements. Except as set forth on Section 8.1(h) of the IP/Spinco Disclosure Schedules, pursuant to the terms of any collective bargaining agreements in effect as of the date hereof and disclosed on Section 5.15(a) of the IP/Spinco Disclosure Schedules, as contemplated by this Agreement, as set forth in the Employee Matters Agreement or as otherwise required by applicable Law, neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries, as applicable, to:

(i) unless permitted by Section 8.1(h)(iii), grant any material increases in the compensation (including bonus and incentive compensation) or fringe benefits of any Spinco Group Employee, except (A) pursuant to an action that generally applies uniformly to Spinco Group Employees and other similarly situated employees of IP or (B) any increases that would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries;

(ii) unless permitted by Section 8.1(h)(iii), pay or agree to pay to any Spinco Group Employee any pension, retirement allowance, severance benefit or other material employee benefit not required by any of the existing Spinco Benefit Plans as in effect on the date hereof, except (A) pursuant to an action that generally applies uniformly to Spinco Group Employees and other similarly situated employees of IP, (B) as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries or (C) in connection with an Approved Spinco Offer;

(iii) except (i) in the ordinary course of business or (ii) in connection with an Approved Spinco Offer, enter into any new, or terminate or materially amend any existing collective bargaining agreement or relationship, employment, severance or termination Contract or other arrangement with any Spinco Group Employee or his or her representative; provided, that any such new collective bargaining agreement or any termination of or material amendment to any such existing collective bargaining agreement in the ordinary course of business shall be subject to review by UWWH reasonably in advance of the conclusion of such negotiations and thereafter subject to the approval of xpedx senior management and UWWH shall be informed periodically of the status of negotiations with respect thereto;

(iv) (A) become obligated under any new pension plan, welfare plan, employee benefit plan (including any equity incentive plan), severance plan, benefit arrangement or similar plan or arrangement sponsored or maintained by any Spinco Entity that was not in existence on the date hereof or (B) amend any such plan or arrangement in existence on the date hereof, except in the case of (B) (x) as would not result in a material increase in the annual aggregate cost (based on IP’s historical annual aggregate cost) of maintaining such pension plan, welfare plan, employee benefit plan, severance plan, trust, fund, policy or arrangement or (y) as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries;

(v) grant any equity-based compensation to any Spinco Group Employee or director or independent contractor of any Spinco Entity in respect of the stock of any Spinco Entity, except to the extent UWWH has consented in writing to such grant;

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(vi) make any offer for the employment or engagement of any Spinco Group Employee or other individual on a full-time, part-time, or consulting basis providing for an annual compensation in excess of $250,000, other than an Approved Spinco Offer;

(vii) implement any distribution center, facility, warehouse or business unit closing or mass layoff that could implicate WARN; or

(viii) make any loan to (x) any director, officer or member of senior management of a Spinco Entity or (y) except in the ordinary course of business and in compliance with applicable Law, to any other Spinco Group Employee.

(i) No Liquidation or Dissolution. Neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any other transaction that would preclude or be inconsistent in any material respect with, or hinder or delay in any material respect, consummation of the Transactions.

(j) Accounting Methods. Neither IP nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, make any material change in the methods of accounting or procedures of the Spinco Entities or the Spinco Business in effect at January 1, 2013, except (i) as required by changes in GAAP after providing reasonable prior written notice and an opportunity to provide input to UWWH, (ii) as may be made in response to SEC guidance, in each case, as concurred with in writing by IP’s or Spinco’s independent auditors, (iii) as may be required in connection with the Transactions, so long as any such changes are in accordance with GAAP or (iv) changes permitted by Section 8.1(k), and neither IP nor Spinco shall change Spinco’s fiscal year.

(k) Taxes. Neither IP nor any of its Subsidiaries shall, with respect to the Spinco Business, (i) make, change or rescind any material Tax election, (ii) settle, compromise or abandon any material Action or controversy relating to Taxes, (iii) amend any material Returns, (iv) adopt or change any material method of Tax accounting or change any annual Tax accounting period or (v) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, with respect to the Spinco Business, in filing their respective Returns, in each case without the prior written consent of UWWH, which consent shall not be unreasonably withheld, conditioned or delayed, provided that IP and its Subsidiaries may, without the consent of UWWH, take any of the foregoing actions (A) in the ordinary course of business, (B) with respect to any U.S. Income Taxes or IP Income Tax Return related thereto, (C) if such action would not be binding on Spinco or any of its Subsidiaries after the Effective Time or would not reasonably be expected to result in an increase in Tax Liabilities or decrease in Tax attributes for Spinco or its Subsidiaries after the Effective Time, (D) that is expressly permitted pursuant to the Tax Matters Agreement or (E) as required by Law.

(l) Affiliate Transactions. Neither IP nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, except as contemplated by the Transaction Agreements or for arm’s length commercial arrangements entered into in the ordinary course of business that are limited to customary purchase, commercial service and supply arrangements on quantity, pricing,

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payment and other material terms consistent with past practice prior to June 30, 2013 and entered into without any intent to manipulate working capital or the other assets or Liabilities of Spinco in a manner favorable to IP, enter into or amend any Contract or arrangement with respect to the Spinco Business with any of their respective Affiliates, other than among Spinco and its wholly-owned Subsidiaries.

(m) Contracts. Neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, except in the ordinary course of business, modify, amend, terminate or enter into any Spinco Material Contract with a third party, or waive, release or assign any material rights or claims of any Spinco Entity or the Spinco Business thereunder, except in connection with an Approved Spinco Offer.

(n) Settlement of Litigation. Neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, pay, discharge, satisfy or settle any Action (absolute, accrued, asserted or unasserted, contingent or otherwise), other than any Action in respect of Taxes, which shall be governed exclusively by the Tax Matters Agreement and Section 8.1(k), if such payment, discharge, satisfaction or settlement would (i) require any material payment by Spinco or the Spinco Subsidiaries prior to, or the Surviving Corporation or its Subsidiaries following, the Effective Time or (ii) restrict the Surviving Corporation or any of its Subsidiaries from operating the Spinco Business in any material respect or require the taking of any action by Spinco or any of its Subsidiaries that, in each case, would, or would reasonably be expected to, materially and adversely affect the operation of the Spinco Business or the Surviving Corporation following the Effective Time.

(o) Restrictive Agreements. Neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, enter into any Contract or arrangement that limits or otherwise restricts any Spinco Entity in any material respect, or that would or would reasonably be expected to, following the Effective Time, limit or restrict any Spinco Entity in any material respect from engaging in the Spinco Business.

(p) Intellectual Property. Neither IP, with respect to the Spinco Business, nor Spinco shall, and each shall not permit any of their respective Subsidiaries to, sell, transfer, license, abandon, let lapse, encumber or otherwise dispose of any Intellectual Property that is necessary to carry on the Spinco Business substantially as currently conducted, except, in each case, in the ordinary course of business.

(q) Foregoing Actions. Neither IP nor Spinco shall agree or commit, and each shall not permit any of their respective Subsidiaries to agree or commit, to do any of the actions described in clauses (a) through (p) above.

Section 8.2 Conduct of the Unisource Business by UWWH Pending the Merger. Following the date of this Agreement and until the earlier of the Effective Time or the termination of this Agreement, except as contemplated or permitted by this Agreement or the Transaction Agreements or described in Section 8.2 of the UWWH Disclosure Schedules or to the extent that IP shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), UWWH agrees, as to itself and its Subsidiaries:

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(a) Ordinary Course. UWWH shall conduct its business in, and shall cause its Subsidiaries to conduct their businesses in, and UWWH shall not take any action except in, the ordinary course of business, consistent with past practice, and shall use reasonable best efforts to preserve intact its current business organization, maintain its material rights and Licenses, keep available the services of its current officers and Key UWWH Employees and preserve its relationships with its customers, suppliers and others having business dealings with it in such a manner that its goodwill and ongoing businesses are not impaired in any material respect as of the Effective Time.

(b) Dividends; Changes in Stock. UWWH shall not, nor shall it permit any of its Subsidiaries to, nor shall it or any of its Subsidiaries propose to (in each case whether by merger, consolidation, exchange or otherwise):

(i) declare, set aside or pay any dividends on or make other distributions in respect of any shares of the capital stock or partnership or equity interests of UWWH or any of its Subsidiaries (whether in cash, securities, property or any combination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership or equity interests, all of which shares of capital stock or partnership or equity interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by Law to be held by Persons other than UWWH or its wholly-owned Subsidiaries), as applicable, of the applicable corporation, partnership or other entity are owned directly or indirectly by UWWH;

(ii) split, combine or reclassify any of the capital stock of UWWH or any of its Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of the capital stock of UWWH or any of its Subsidiaries; or

(iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit UWWH or any of its Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its Subsidiaries, including shares of UWWH Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoing.

(c) Issuance of Securities. UWWH shall not, nor shall UWWH permit any of its Subsidiaries, to (i) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or Encumbrance of, (A) any shares of UWWH’s or any of its Subsidiaries’ capital stock of any class or (B) any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest, in UWWH or any of its Subsidiaries or (ii) accelerate the timing of payments or vesting under, or otherwise materially amend or supplement, any existing benefit, stock option compensation plan or arrangement (other than as may be required by Law or under an applicable qualified retirement plan), in each case other than pursuant to Section 2.8(a) hereof, as permitted by Section 8.2(h) hereof, as set forth on Section 6.14(b) of the UWWH Disclosure Schedules.

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(d) Governing Documents. UWWH shall not amend or propose to amend or otherwise change the certificate of incorporation or bylaws or similar governance documents of UWWH, nor shall UWWH permit any of its Subsidiaries to amend or propose to amend or otherwise change its certificate of incorporation or bylaws or similar governance documents, in each case, except to the extent required to comply with applicable Law, the provisions of this Agreement or the Transaction Agreements.

(e) Acquisitions. UWWH shall not, nor shall UWWH permit any of its Subsidiaries to, enter into in a single transaction or a series of transactions, acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof.

(f) Dispositions. UWWH shall not, and shall not permit any of its Subsidiaries to, enter into a single transaction or a series of related transactions, sell, lease, pledge, encumber, transfer, license or otherwise dispose of, or agree to sell, lease, pledge, encumber, transfer, license or otherwise dispose of, any of its assets (other than Contracts, which are governed by Section 8.2(m) hereof) (excluding the disposition in the ordinary course of business for fair market value of assets having a fair market value not exceeding $500,000 in the aggregate).

(g) Indebtedness. Except with respect to the incurrence of Indebtedness under the Unisource Credit Facility in the ordinary course of business, UWWH shall not, and shall not permit any of its Subsidiaries to:

(i) incur any Indebtedness for borrowed money or guarantee or otherwise become contingently liable for any such Indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of UWWH or any of its Subsidiaries or guarantee any debt securities of others or enter into any material lease other than in connection with operating leases in the ordinary course of business;

(ii) issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person for borrowed money or otherwise;

(iii) make any loans, advances, capital contributions to or investments in any other Person except (A) loans or advances by UWWH or any of UWWH’s wholly-owned Subsidiaries to it or any of its wholly-owned Subsidiaries, (B) investments or capital contributions in any of UWWH’s wholly-owned Subsidiaries, (C) as required by binding Contracts in effect as of the date hereof set forth in Section 8.2(g) of the UWWH Disclosure Schedules or (D) in the ordinary course of business; provided, that the aggregate amount of such loans, advances, capital contributions to or investments in any other Person made in reliance on this clause (D) shall not exceed $100,000;

(iv) authorize material capital expenditures or purchases of fixed assets other than from third parties in the ordinary course of business; or

(v) incur Liabilities secured by an Encumbrance on its assets other than in the ordinary course of business;

which, in the case of clauses (i), (ii), (iii), (iv) or (v) above, would obligate the Surviving Corporation or its Subsidiaries to pay any amounts, or assume any obligations to be performed by the Surviving Corporation or its Subsidiaries, at or after the Effective Time.

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(h) Employee Arrangements. Except as set forth on Section 8.2(h) of the UWWH Disclosure Schedules, pursuant to the terms of any collective bargaining agreements in effect as of the date hereof and disclosed on Section 6.15(a) of the UWWH Disclosure Schedules, as contemplated by this Agreement, as set forth in the Employee Matters Agreement or as otherwise required by applicable Law, UWWH shall not, nor shall it permit any of its Subsidiaries to:

(i) grant any material increases in the compensation (including bonus and incentive compensation) or fringe benefits of any UWWH Employee except any increases that would not reasonably be expected to become a Liability of the Surviving Corporation or its Subsidiaries;

(ii) pay or agree to pay to any UWWH Employee any pension, retirement allowance, severance benefit or other material employee benefit not required by any of the existing UWWH Benefit Plans as in effect on the date hereof, except as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries;

(iii) except in the ordinary course of business, enter into any new, or terminate or materially amend any existing collective bargaining agreement or relationship, employment, severance or termination Contract or other arrangement with any UWWH Employee or his or her representative, provided, that any such new collective bargaining agreement or any termination of or material amendment to any such existing collective bargaining agreement in the ordinary course of business shall be subject to review by xpedx senior management reasonably in advance of the conclusion of such negotiations, and xpedx senior management shall have been informed periodically of the status of negotiations with respect thereto;

(iv) (A) become obligated under any new pension plan, welfare plan, employee benefit plan (including any equity incentive plan), severance plan, benefit arrangement or similar plan or arrangement sponsored or maintained by UWWH or any of its Subsidiaries that was not in existence on the date hereof, or (B) amend any such plan or arrangement in existence on the date hereof, except in the case of (B) (x) as would not result in a material increase in the annual aggregate cost (based on UWWH’s historical annual aggregate cost) of maintaining such pension plan, welfare plan, employee benefit plan, severance plan, trust, fund, policy or arrangement or (y) as would not reasonably be expected to result in a Liability of the Surviving Corporation or its Subsidiaries;

(v) grant any equity-based compensation to any UWWH Employee or director or independent contractor of UWWH or any of its Subsidiaries;

(vi) make any offer for the employment or engagement of any UWWH Employee or other individual on a full-time, part-time, or consulting basis providing for an annual compensation in excess of $250,000;

(vii) implement any distribution center, facility, warehouse or business unit closing or mass layoff that could implicate WARN; or

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(viii) make any loan to (x) any director, officer or member of senior management of UWWH or any of its Subsidiaries or (y) except in the ordinary course of business and in compliance with applicable Law, to any other UWWH Employee.

(i) No Liquidation or Dissolution. UWWH shall not, and shall not permit any of its Subsidiaries to, adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization or any other transaction that would preclude or be inconsistent in any material respect with, or hinder or delay in any material respect, consummation of the Transactions.

(j) Accounting Methods. UWWH shall not, and shall not permit any of its Subsidiaries to, make any material change in the methods of accounting or procedures of UWWH or its business in effect at January 1, 2013, except (i) as required by changes in GAAP after providing reasonable prior written notice and an opportunity to provide input to IP, (ii) as may be made in response to SEC guidance in each case as concurred with in writing by UWWH’s independent auditors or (iii) as may be required in connection with the Transactions, so long as any such changes are in accordance with GAAP or (iv) changes permitted by Section 8.2(k), and UWWH shall not change its fiscal year.

(k) Taxes. Neither UWWH nor any of its Subsidiaries shall (i) make, change or rescind any material Tax election, (ii) settle, compromise or abandon any material Action or controversy relating to Taxes, (iii) amend any material Returns, (iv) adopt or change any material method of Tax accounting or change any annual Tax accounting period or (v) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment in filing their respective Returns, in each case without the prior written consent of IP, which consent shall not be unreasonably withheld, conditioned or delayed, provided that UWWH and its Subsidiaries may, without the consent of IP, take any of the foregoing actions (A) in the ordinary course of business, (B) if such action would not be binding on UWWH or any of its Subsidiaries after the Effective Time or would not reasonably be expected to result in an increase in Tax liabilities or decrease in Tax attributes for UWWH or its Subsidiaries after the Effective Time, (C) that is expressly permitted pursuant to the Tax Matters Agreement or (D) as required by Law.

(l) Affiliate Transactions. UWWH shall not, and shall not permit any of its Subsidiaries to, except as contemplated by the Transaction Agreements or for arm’s length commercial arrangements entered into in the ordinary course of business, enter into or amend any Contract or arrangement with any of their respective Affiliates (including, for the avoidance of doubt, GP and its Affiliates), other than with wholly-owned Subsidiaries of UWWH. UWWH shall not, and the UWWH Stockholder shall cause UWWH and its Subsidiaries not to, make any payment to any direct or indirect equity holder of UWWH or any of such equity holders’ respective Affiliates (other than UWWH and its Subsidiaries or their respective employees), including pursuant to or in connection with the Advisory Agreement (including the termination thereof), except as set forth on Section 8.2(l) of the UWWH Disclosure Schedules.

(m) Contracts. UWWH shall not, and shall not permit any of its Subsidiaries to, except in the ordinary course of business, modify, amend, terminate or enter into any UWWH Material Contract with a third party, or waive, release or assign any material rights or claims of UWWH or any of its Subsidiaries thereunder.

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(n) Settlement of Litigation. UWWH shall not, and shall not permit any of its Subsidiaries to, pay, discharge, satisfy or settle any Action (absolute, accrued, asserted or unasserted, contingent or otherwise) other than any Action in respect of Taxes, which shall be governed exclusively by the Tax Matters Agreement and Section 8.2(k), if such payment, discharge, satisfaction or settlement would (i) require any material payment by UWWH or any of its Subsidiaries prior to, or the Surviving Corporation or its Subsidiaries following, the Effective Time or (ii) restrict the Surviving Corporation or any of its Subsidiaries from operating their respective businesses in any material respect or require the taking of any action by UWWH or any of its Subsidiaries that, in each case, would, or would reasonably be expected to, materially and adversely affect the operation of the respective businesses of UWWH or the Surviving Corporation following the Effective Time.

(o) Restrictive Agreements. UWWH shall not, and shall not permit any of its Subsidiaries to, enter into any Contract or arrangement that limits or otherwise restricts UWWH or any of its Subsidiaries in any material respect, or that would or would reasonably be expected to, following the Effective Time, limit or restrict UWWH or any of its Subsidiaries in any material respect from engaging in their business.

(p) Intellectual Property. UWWH shall not, and shall not permit any of its Subsidiaries to, sell, transfer, license, abandon, let lapse, encumber or otherwise dispose of any Intellectual Property that is necessary to carry on the business of UWWH and its Subsidiaries as currently conducted, except, in each case, in the ordinary course of business.

(q) Foregoing Actions. UWWH shall not agree or commit, and shall not permit any of its Subsidiaries to agree or commit, to do any of the actions described in clauses (a) through (p) above.

Section 8.3 Directors and Officers of Spinco and the Surviving Corporation. The Spinco Board of Directors immediately prior to the Effective Time (as elected pursuant to the Distribution Agreement) shall be, from and after the Effective Time, the initial members of the Surviving Corporation Board of Directors immediately following the Closing. Section 8.3 of the IP/Spinco Disclosure Schedules (as it may be amended after the date hereof by the written consent of IP and UWWH) shall set forth names of the officers of Spinco immediately prior to the Effective Time that, from and after the Effective Time, shall be the initial officers of the Surviving Corporation; provided, that in the event that, prior to the Distribution Date, any of the individuals set forth on Section 8.3 of the IP/Spinco Disclosure Schedules no longer agree to, or can no longer, serve in their designated capacity as an officer of the Surviving Corporation, the Parties shall cooperate and consult with one another in good faith to determine mutually acceptable replacements for any such individuals. Such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s amended and restated certificate of incorporation and amended and restated bylaws. In furtherance of the foregoing, pursuant to the terms of the Distribution Agreement, IP and Spinco shall take all action necessary to obtain the resignations of directors and officers who will not be employed by Spinco after the Distribution Date.

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Section 8.4 Preparation of Registration Statement and Prospectus.

(a) Promptly following the execution of this Agreement, IP, Spinco and UWWH shall prepare the Prospectus, and Spinco shall prepare and file with the SEC the Registration Statement, in which the Prospectus shall be included. UWWH shall use its reasonable best efforts to furnish to IP and Spinco all information concerning it as is required by the SEC in connection with the preparation of the Registration Statement (including any financial statements required to be included therein). Without limiting the foregoing, UWWH and Spinco shall each, and IP shall cause Spinco to, provide (i) interim financial statements (including footnotes) that are timely reviewed by UWWH’s or Spinco’s independent auditor, (ii) management’s discussion and analysis of interim and annual financial statements, (iii) the consent of UWWH’s or Spinco’s independent auditor to include annual financial statement reports in the Registration Statement and Prospectus, (iv) information necessary to prepare selected financial data and (v) information necessary to enable Spinco to prepare required pro forma financial statements and related footnotes, in each case, to the extent reasonably necessary to permit Spinco to prepare the Registration Statement and Prospectus. Spinco and UWWH shall use their respective reasonable best efforts to have the Registration Statement declared effective under the Securities Act on a date to be mutually agreed upon by IP and UWWH and to keep the Registration Statement effective as long as is necessary to consummate the Distribution; provided, that such date is no earlier than the date on which the Surviving Corporation would be reasonably able to meet its obligations and requirements as a public company with securities listed on the NYSE and is otherwise reasonably prepared to operate as a standalone entity taking into account all resources available to it under the Transaction Agreements and on commercially reasonable terms from third parties. The Parties shall promptly provide copies, consult with each other and prepare written responses with respect to any written comments received from the SEC with respect to the Prospectus and the Registration Statement, and advise one another of any oral comments received from the SEC with respect to the Prospectus and the Registration Statement. The Parties shall cooperate in preparing and filing with the SEC any necessary amendment or supplement to the Prospectus or the Registration Statement. No amendment or supplement to the Prospectus or Registration Statement shall be filed without the approval of all of the Parties, which approval shall not be unreasonably withheld, conditioned or delayed. IP will use its reasonable best efforts to cause the Prospectus to be mailed to the IP Stockholders promptly after the Registration Statement is declared effective under the Securities Act. The Prospectus and the Registration Statement shall comply as to form in all material respects with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act, respectively.

(b) If, at any time after the mailing of the Prospectus, any event should occur that results in the Prospectus or the Registration Statement containing an untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, or that otherwise should be described in an amendment or supplement to the Prospectus or the Registration Statement, the Parties shall promptly notify the other Parties of the occurrence of such event and then promptly prepare, file and clear with the SEC such amendment or supplement and Spinco shall, as may be required by the SEC, mail to the IP Stockholders each such amendment or supplement.

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Section 8.5 No Solicitation of Acquisition Proposals.

(a) From the date of this Agreement and prior to the earlier of the Effective Time or the termination of this Agreement, UWWH agrees that neither it nor any of its Subsidiaries shall, and UWWH shall cause its Representatives, agents and other intermediaries (including any accountants, financial or legal advisors or other consultants) not to, (i) directly or indirectly, solicit, initiate or encourage any inquiry or proposal that constitutes or could reasonably be expected to lead to a UWWH Acquisition Proposal, (ii) provide any non-public information or data to any Person relating to or in connection with a UWWH Acquisition Proposal, (iii) waive, amend or modify any standstill or confidentiality agreement (other than the Confidentiality Agreement or confidentiality agreements with any UWWH Employees) to which it or any of its Subsidiaries is a party in connection with a UWWH Acquisition Proposal, (iv) enter into, maintain or continue any discussions or negotiations concerning a UWWH Acquisition Proposal or (v) otherwise cooperate with, participate in or facilitate any effort or attempt to make or implement a UWWH Acquisition Proposal or approve, agree to, recommend or accept, or propose to approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any UWWH Acquisition Proposal and UWWH shall request the return of any Confidential Information distributed to any such parties in connection with any such activities, discussions or negotiations. UWWH shall promptly (and, in any event, within 48 hours) notify IP of the receipt of any UWWH Acquisition Proposal or any inquiry, proposal, offer or request for information with respect to, or that could reasonably be expected to result in, a UWWH Acquisition Proposal, indicating, in each case, the identity of the Person or group making such UWWH Acquisition Proposal, inquiry, offer, proposal or request for information and a copy of any UWWH Acquisition Proposal made in writing and the material terms and conditions of a UWWH Acquisition Proposal not made in writing (including, in each case, as applicable, copies of any written requests, proposals or offers, including proposed agreements), and thereafter shall keep IP informed in reasonable detail, on a prompt basis (and, in any event, within forty-eight hours), of the status and terms of any such UWWH Acquisition Proposal, inquiry, offer, proposal or request, including any material developments or modifications to the terms of any such UWWH Acquisition Proposal, inquiry, proposal, offer or request (including amendments thereto).

(b) From the date of this Agreement and prior to the earlier of the Effective Time or the termination of this Agreement, each of IP and Spinco agrees that neither it nor any of their respective Subsidiaries, as applicable, shall, and each of IP and Spinco shall cause its respective Representatives, agents and other intermediaries (including any accountants, financial or legal advisors, or other consultants) not to, (i) directly or indirectly, solicit, initiate or encourage any inquiry or proposal that constitutes or could reasonably be expected to lead to a Spinco Acquisition Proposal, (ii) provide any non-public information or data to any Person relating to or in connection with a Spinco Acquisition Proposal, (iii) waive, amend or modify any standstill or confidentiality agreement (other than the Confidentiality Agreement or confidentiality agreements with any Spinco Group Employees) to which it or any of its Subsidiaries, is a party relating primarily to the Spinco Business in connection with a Spinco Acquisition Proposal, (iv)

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enter into, maintain or continue any discussions or negotiations concerning a Spinco Acquisition Proposal or (v) otherwise cooperate with, participate in or facilitate any effort or attempt to make or implement a Spinco Acquisition Proposal or approve, agree to, recommend or accept or propose to approve, recommend, agree to or accept, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement related to any Spinco Acquisition Proposal and each of IP and Spinco shall request the return of any Confidential Information distributed to any such parties in connection with any such activities, discussions or negotiations. IP and Spinco shall promptly (and, in any event, within 48 hours) notify UWWH of the receipt of any Spinco Acquisition Proposal or any inquiry, proposal, offer or request for information with respect to, or that could reasonably be expected to result in, a Spinco Acquisition Proposal, indicating, in each case, the identity of the Person or group making such Spinco Acquisition Proposal, inquiry, offer, proposal or request for information and a copy of any Spinco Acquisition Proposal made in writing and the material terms and conditions of a Spinco Acquisition Proposal not made in writing (including, in each case, as applicable, copies of any written requests, proposals or offers, including proposed agreements), and thereafter shall keep UWWH informed in reasonable detail, on a prompt basis (and, in any event, within forty-eight hours), of the status and terms of any such Spinco Acquisition Proposal, inquiry, offer, proposal or request, including any material developments or modifications to the terms of any such Spinco Acquisition Proposal, inquiry, proposal, offer or request (including amendments thereto).

Section 8.6 Tax Matters. Prior to the Effective Time, none of the Parties will (and each of the Parties will cause its respective Subsidiaries not to) take any action (or refrain from taking any action) which (i) is inconsistent with the facts presented and the representations made in the IRS Submissions with respect to such Party or its Affiliates (in the case of UWWH, the facts presented and representations made with respect to UWWH and its Subsidiaries contained in the redacted versions of the IRS Submissions) or (ii) could reasonably be expected to cause any “Tax-Free Transaction Failure” (as such term is defined in the Tax Matters Agreement).

Section 8.7 Cooperation. The Parties shall use their reasonable best efforts to, together or pursuant to the allocation of responsibility set forth below or otherwise to be agreed upon between them take, or cause to be taken, the following actions:

(a) NYSE and Other Listings. IP shall cause Spinco to prepare and file, and shall use its reasonable best efforts to cause Spinco to have approved prior to the Effective Time, an application for the listing on the NYSE of the Spinco Common Stock to be issued pursuant to the Distribution and the Merger and shares of Spinco Common Stock to be reserved for issuance pursuant to any director or employee benefit plan or arrangement, subject to official notice of issuance prior to the Closing Date.

(b) Blue Sky Filings. IP shall use its reasonable best efforts to cause Spinco to take such action as may be required under state securities or “blue sky” laws in connection with the issuance of shares of Spinco Common Stock pursuant to the Distribution and the Merger; provided that, other than as required pursuant to the Registration Rights Agreement, Spinco shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction, (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject or (iv) amend the Company’s certificate of incorporation or bylaws.

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(c) Further Assistance. The Parties shall use their reasonable best efforts to provide such further assistance as any of the other Parties may reasonably request and as may be reasonably necessary or appropriate in connection with the foregoing and in effectuating the provisions of this Agreement.

(d) Cooperation of Third Parties. Where the cooperation of any third parties, such as insurers or trustees, would be necessary in order for any Party to completely fulfill its obligations under this Agreement or any Transaction Agreement, such Party will use its reasonable best efforts to seek the cooperation of such third parties.

Section 8.8 Competition Approvals; IRS Rulings.

(a) Competition Approvals. Subject to the terms and conditions of this Agreement, each of the Parties shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law, it being understood that this Section 8.8(a) does not address any filings required under the IRS Rulings (which is addressed in Section 8.8(b)). Without limiting the generality of the foregoing, IP, UWWH and Spinco agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required to consummate the Merger, to respond to any government requests for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Authorities in connection with the Transactions contemplated hereby. Any filing fees required to be paid by the Parties under any filing with any Governmental Authority shall be borne one-half by IP and one-half by UWWH. Notwithstanding anything to the contrary set forth above in this Section 8.8(a), none of UWWH, IP, Spinco or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time any assets, Licenses, operations, rights, product lines, business or interests therein of UWWH or IP or any of their respective Affiliates or agree to make any material

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changes or restriction on, or other impairment of UWWH’s, IP’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of UWWH, IP or any of their respective Affiliates.

(b) IRS Rulings and Opinions.

(i) IP and Spinco shall use their reasonable best efforts to seek, as promptly as practicable, one or more private letter rulings from the IRS, in form and substance reasonably satisfactory to IP (the “IRS Rulings”), and an opinion of Debevoise & Plimpton LLP (the “Spin-Off Tax Opinion”), (A) to the effect that (I) the transactions that comprise the Distribution will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code, (II) IP will recognize no gain or loss under Section 361(c) of the Code upon the Distribution and (III) IP’s stockholders will recognize no gain or loss under Section 355(a) of the Code upon the receipt of Spinco Common Stock in the Distribution and (B) covering any other matters reasonably requested by IP. The IRS Rulings and the Spin-Off Tax Opinion may be based upon customary factual statements, representations and covenants by the Parties, their Subsidiaries and their stockholders. Each of UWWH and the UWWH Stockholder agree to cooperate and use its reasonable best efforts to, and to cause its Subsidiaries to, assist in obtaining the IRS Rulings and the Spin-Off Tax Opinion, including providing such appropriate information and representations as the IRS or Debevoise & Plimpton LLP shall reasonably require in connection with the IRS Rulings or the Spin-Off Tax Opinion.

(ii) IP, in consultation with UWWH, shall be responsible for the preparation and filing of all ruling requests and supplements thereto to be submitted to the IRS in connection with the IRS Rulings (the “IRS Submissions”). IP shall provide UWWH with consultation rights and a reasonable opportunity to review and comment on a draft of the IRS Submissions to the extent filed after the date hereof; provided, that such rights shall not result in unreasonable delays in submitting the IRS Submissions to the IRS. Notwithstanding the foregoing, IP may redact from any IRS Submission any information (“Redactable Information”) that (y) IP, in its good faith judgment, considers to be Confidential Information or legal analysis/qualifications which in either case are not information about UWWH or its Subsidiaries or the actions that Spinco or its Subsidiaries will take (or refrain from taking) after the Distribution and (z) is not (and is not reasonably expected to become) a part of any other publicly available information. No IRS Submission shall be filed with the IRS after the date hereof unless, prior to such filing, UWWH shall have agreed (which agreement shall not be withheld unreasonably, conditioned or delayed) as to the contents of such IRS Submission, to the extent that such contents include information about UWWH or its Subsidiaries or the actions that Spinco or its Subsidiaries will take (or refrain from taking) after the Distribution. IP shall provide UWWH with copies of each IRS Submission as filed with the IRS promptly following the filing thereof. IP shall use its reasonable best efforts to notify UWWH of any substantive communications with or from the IRS regarding any material issue arising with respect to the IRS Rulings, including, without limitation, the IRS Submissions, provided that IP may redact from such IRS Submission any Redactable Information prior to providing such IRS Submission to UWWH.

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(iii) IP and UWWH shall cooperate with each other in obtaining, and shall use their respective reasonable best efforts to obtain (and shall cause their respective Subsidiaries and stockholders to cooperate in obtaining and use their reasonable best efforts to obtain), a written opinion of their respective tax counsel, Kirkland & Ellis LLP, in the case of the UWWH, and Debevoise & Plimpton LLP, in the case of IP and Spinco, in form and substance reasonably satisfactory to UWWH and IP, respectively (each such opinion, a “Merger Tax Opinion”), dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code; provided, that, if IP obtains an IRS Ruling providing that the Merger will be treated as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code, then IP may choose in its sole discretion to waive the requirement that it obtain the Merger Tax Opinion by Debevoise & Plimpton LLP and UWWH may choose in its sole discretion to waive the requirement that it obtain the Merger Tax Opinion from Kirkland & Ellis LLP. UWWH shall use its reasonable best efforts to obtain (and shall cause its respective Subsidiaries and stockholders to cooperate in obtaining and use their reasonable best efforts to obtain), and IP shall cooperate with UWWH in obtaining (and shall cause its respective Subsidiaries and stockholders to cooperate in obtaining and use their reasonable best efforts to obtain), a written opinion of Kirkland & Ellis LLP (the “Subsidiary Merger Tax Opinion”), in form and substance reasonably satisfactory to UWWH, dated as of the Effective Time, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Subsidiary Merger will qualify as a capital contribution within the meaning of Section 351(a) of the Code; provided, that if IP obtains an IRS Ruling providing that the Subsidiary Merger will qualify as a capital contribution within the meaning of Section 351(a) of the Code, then UWWH may choose in its sole discretion to waive the requirement that it obtain the Subsidiary Merger Tax Opinion by Kirkland & Ellis LLP. Each of the Parties shall deliver, if applicable, to Kirkland & Ellis LLP and Debevoise & Plimpton LLP, for purposes of the Merger Tax Opinions and the Subsidiary Merger Tax Opinion (and shall cause their Subsidiaries and stockholders to deliver) customary representations and covenants reasonably satisfactory in form and substance to Kirkland & Ellis LLP and Debevoise & Plimpton LLP.

Section 8.9 Stockholders and Member Approvals.

(a) Immediately following the execution and delivery of this Agreement, each of IP, Spinco, xpedx Intermediate and xpedx shall take all action necessary to obtain the Spinco Stockholder Approval and the xpedx Intermediate Member Approval and shall promptly (but in any event no later than two Business Days following the date hereof) deliver written documentation of such approvals to UWWH.

(b) Immediately following the execution and delivery of this Agreement, each of the UWWH Stockholder, UWWH and Unisource shall take all action necessary to obtain the UWWH Stockholder Approval and the Unisource Stockholder Approval and shall promptly (but in any event no later than two Business Days following the date hereof) deliver written documentation of such approvals to IP.

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Section 8.10 Access.

(a) Subject to Section 8.17 hereof, upon reasonable notice, each of IP, with respect to the Spinco Business, Spinco and UWWH shall, throughout the period prior to the earlier of the Effective Time or the termination of this Agreement, afford to each other and each other’s respective Representatives, reasonable access to its Representatives and, during normal business hours, in a manner that does not unreasonably interfere with business and operations, to its and its Subsidiaries’ and the Spinco Subsidiaries’ officers, properties, Contracts, commitments, books, records (including Returns) and any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable best efforts to cause its respective representatives to furnish promptly to the other such additional financial and operating data and other information, including environmental information, as to its and its Subsidiaries’ and the Spinco Subsidiaries’ respective businesses and properties as the other or its duly authorized representatives, as the case may be, may reasonably request, and instruct its employees, legal counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with the other in such other Party’s investigation; provided, however, that the foregoing shall not permit any Party to conduct any invasive or destructive environmental sampling, testing or analysis (including without limitation any of the nature commonly referred to as a Phase II environmental assessment) on the other Party’s property.

(b) For the purposes of this Section 8.10, all communications, including requests for information or access, pursuant to this Section 8.10, shall only be made by and among representatives of each of IP, Spinco and UWWH, each of whom shall initially be designated in writing by each of IP, Spinco and UWWH, respectively, and may be replaced with a substitute representative by IP, Spinco or UWWH from time to time upon reasonable written notice to the other Parties.

(c) Notwithstanding the foregoing, none of IP, with respect to the Spinco Business, Spinco, UWWH or their respective Subsidiaries, as applicable, shall be required to provide any information to the extent that such information or to the extent that such access would jeopardize the attorney-client privilege or contravene any applicable Law or confidentiality obligation; provided that the Parties shall have used reasonable best efforts to make such disclosure or in a form or manner that would not jeopardize such privilege or violate such Law or confidentiality obligation (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege or entering into a joint defense agreement). Each of UWWH, Spinco and IP will hold, and will cause their respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from any of the Parties, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and Section 8.17.

(d) Notwithstanding any other provision of this Section 8.10 or the other provisions of this Agreement, IP shall not be required to provide a copy of (or access to) any (i) information with respect to any business conducted by IP, other than the Spinco Business, or (ii) IP Income Tax Return or IP Non-Income Tax Return (other than as required pursuant to the Tax Matters Agreement).

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Section 8.11 Director and Officer Indemnification; Insurance.

(a) The Surviving Corporation shall, and shall cause its Subsidiaries to, for a period of at least six years after the Effective Time, indemnify and hold harmless, and provide advancement of expenses (subject to an undertaking to reimburse such advancement if the party receiving such advancement is ultimately determined by an order (that is not subject to appeal) not to be entitled to indemnification for the matter or which such expenses were advanced) to, all past and present directors or officers of IP, Spinco, UWWH and their respective Subsidiaries, and each individual who prior to the Effective Time becomes a director or officer of IP, Spinco, UWWH or their respective Subsidiaries, to the maximum extent allowed under applicable Law in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with this Agreement or the Transaction Agreements and the consummation of the Transactions).

(b) The Surviving Corporation shall maintain in effect for each of the applicable Persons referred to in clause (a) above for a period of six years after the Effective Time policies of directors’ and officers’ liability insurance and fiduciary liability insurance of at least the same coverage, and containing terms and conditions which are, in the aggregate, no less advantageous to the insured, as the current policies of directors’ and officers’ liability insurance maintained by IP or UWWH, with respect to claims arising from facts or events that occurred on or before the Effective Time; provided that such policies shall be no less favorable than the more favorable policies between those policies held by each of IP and UWWH immediately prior to the Effective Time; provided, further, that the Surviving Corporation may satisfy its obligations under this Section 8.11(b) by purchasing a “tail” policy which (i) has an effective term of six years from the Closing and (ii) covers each person currently covered by IP’s and UWWH’s directors’ and officers’ insurance policy in effect immediately prior to the Effective Time for actions and omissions occurring on or prior to the Closing.

Section 8.12 Material Licenses. IP shall use its reasonable best efforts to deliver to UWWH as soon as reasonably practicable after the date hereof a list setting forth each license agreement or Contract that is in effect as of the date hereof and that is material to the Spinco Business under which any IP Entity or Spinco Entity is a licensee or licensor of any Intellectual Property or that is a settlement, royalty, covenant not to sue, consent, concurrent use or other agreement with respect to any Intellectual Property that is material to the Spinco Business (in each case other than non-disclosure agreements entered into in the ordinary course of business and licenses and related service agreements for any item of commercially available, unmodified software with an annualized license fee of less than $2.5 million).

Section 8.13 Public Announcements. IP, Spinco and UWWH shall consult with each other prior to making any press release or public announcement relating to the Transactions and shall not issue any such press release or make any such public announcement prior to such consultation and without the consent of the other Parties, which consent shall not be unreasonably withheld, delayed or conditioned, except as (i) may be required by applicable Law, Order or by obligations pursuant to any listing agreement with any national securities exchange, in which case the Party proposing to issue such press release or make such public announcement shall use its reasonable best efforts to consult in good faith with, and accept reasonable comment from, the other Party a reasonable time before issuing any such press release or making any such public announcement or (ii) is substantially similar in content to previous written press releases, public disclosures or public statements made jointly by the Parties or in investor conference calls, SEC filings, Q&As or other documents approved by the Parties.

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Section 8.14 Defense of Litigation. Each of IP, Spinco and UWWH shall use its reasonable best efforts to defend against all Actions in which such Party is named as a defendant that challenge or otherwise seek to enjoin, restrain or prohibit the Transactions or seek damages with respect to the Transactions. None of IP, Spinco or UWWH shall settle any such Action or fail to perfect on a timely basis any right to appeal any judgment rendered or Order entered against such Party therein without having previously consulted with the other Parties; provided that no Party shall settle any such Action without the prior written consent of the other Parties if (a) such Action involves injunctive or equitable relief or (b) a settlement of such Action would impose Liability on Spinco, UWWH, the Surviving Corporation or any of their respective Subsidiaries. Each of IP, Spinco and UWWH shall use its reasonable best efforts to cause each of its Affiliates, directors and officers to use its reasonable best efforts to defend any such Action in which such Affiliate, director or officer is named as a defendant and which seeks any such relief to comply with this Section 8.14 to the same extent as if such Person was a Party.

Section 8.15 Notification of Certain Events. Each of the Parties shall promptly notify the other Parties of: (a) the occurrence, or nonoccurrence, of any event the occurrence or nonoccurrence of which could reasonably be expected to cause any representation or warranty of such Party in this Agreement to be untrue or inaccurate if the effect thereof would be that the condition to Closing set forth in Section 9.2(a)(i) or (ii) or Section 9.3(a)(i) or (ii) hereof, as applicable, would be incapable of being fulfilled as of the Closing Date; (b) the occurrence, or nonoccurrence, of any event the occurrence or nonoccurrence of which has caused or would reasonably be expected to cause a UWWH Material Adverse Effect or a Spinco Material Adverse Effect, as applicable; (c) the breach by such Party of any covenant or agreement set forth in this Agreement to be performed or complied with by it prior to the Effective Time and, as a result thereof, the condition set forth in Section 9.2(a)(iii) or Section 9.3(a)(iii) hereof, as applicable, would be incapable of being fulfilled as of the Closing Date; and (d) any Action in which such Party is named as a defendant that challenges or otherwise seeks to enjoin, restrain or prohibit the Transactions.

Section 8.16 [Reserved].

Section 8.17 Confidentiality.

(a) The Parties acknowledge that in connection with the Transactions, the Parties have disclosed and will continue to disclose to each other Information, including Confidential Information.

(b) Subject to Section 8.2 of the Distribution Agreement, which shall govern Privileged Information, the Parties shall hold, and shall cause each of their respective Affiliates that receive Confidential Information or are controlled by the applicable Party to hold, and each of the foregoing shall cause their respective Representatives to hold, in strict confidence, and not to disclose to any other Person (including without limitation by issuing a press release or otherwise making any public statement), use, for any purpose other than as expressly permitted

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pursuant to this Agreement, the Distribution Agreement or the other Transaction Agreements, without the prior written consent of the other Party, any and all Confidential Information concerning the other Party or such Party’s Subsidiaries; provided, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective Representatives who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective Affiliates that receive Confidential Information or are controlled by the applicable Party are requested or required to disclose any such Confidential Information by oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, or by other requirements of Law or stock exchange rule, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or (iv) as necessary in order to permit a Party to prepare and disclose its financial statements, or other required disclosures required by Law or such applicable stock exchange. Each Party further agrees to take all reasonable best efforts (and to cause each of its Affiliates that receive Confidential Information or are controlled by the applicable Party to take all reasonable best efforts) to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall provide the other with prompt written notice of any such request or requirement so that the other Party has an opportunity to seek a protective order or other appropriate remedy, which such Parties will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other applicable Party or Parties to furnish, or cause to be furnished, only that portion of the Confidential Information that is in the opinion of outside counsel necessary to be disclosed and shall use its reasonable best efforts to ensure confidential treatment is accorded to such disclosed information.

(c) Each Party acknowledges that it and its Affiliates may have in their possession confidential or proprietary information of third parties that was received under confidentiality or non-disclosure agreements or agreements containing confidentiality or non-disclosure provisions that the other Party or its Affiliates entered into with a third party prior to the Effective Time. Such Party will hold, and will cause its Affiliates and their respective Representatives to hold, in strict confidence the confidential and proprietary information of third parties to which they or any of its respective Affiliates has had access, in accordance with the terms of such agreements entered into prior to the Effective Time or, if more restrictive, the terms set forth herein.

(d) If the Merger is not consummated, the other Party shall promptly (i) deliver or cause to be delivered to such requesting Party (and if in electronic format, delete or destroy or cause to be deleted or destroyed) all Confidential Information furnished to it or to any of its Affiliates and (ii) if specifically requested by such requesting Party, destroy any copies of such Confidential Information (including any extracts therefrom), unless such delivery or destruction would violate any Law. Upon the written request of such requesting Party, the other Party shall cause one of its duly authorized officers to certify promptly in writing to such requesting Party that all Confidential Information has been returned, destroyed or deleted as required by the preceding sentence.

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(e) IP and UWWH acknowledge that they have previously executed the Confidentiality Agreement, which shall continue in full force and effect in accordance with its terms and that the provisions of this Section 8.17 are in furtherance of, and do not limit the obligations of, IP and UWWH under the Confidentiality Agreement. If the Closing occurs, this Section 8.17 shall terminate on the two year anniversary of the Closing Date.

(f) Notwithstanding anything in this Agreement to the contrary, the provision of Returns and other Information relating to Tax matters shall be exclusively governed by the Tax Matters Agreement and, to the extent applicable, the Distribution Agreement and the Tax Receivable Agreement, and not this Agreement.

Section 8.18 Control of Other Party’s Business. Nothing contained in this Agreement shall give IP or Spinco, directly or indirectly, the right to control or direct UWWH’s operations prior to the Effective Time. Nothing contained in this Agreement shall give UWWH, directly or indirectly, the right to control or direct IP’s or Spinco’s operations prior to the Effective Time. Prior to the Effective Time, each of IP, Spinco and UWWH shall exercise and be responsible for, consistent with the terms and conditions of this Agreement and applicable Law (including the HSR Act), complete control and supervision over their respective operations, including, in the case of IP and Spinco, complete control and supervision of all programs, employees, finances and policies of the Spinco Business.

Section 8.19 Financing.

(a) IP, Spinco and UWWH shall use, and shall cause their respective Subsidiaries and Representatives and advisors to use, their reasonable best efforts to arrange and to consummate the Spinco Financing as soon as reasonably practicable after the date of this Agreement on terms and conditions no less favorable in the aggregate than the terms set forth in the Spinco Commitment Letter (including any market “flex” provisions) as in effect on the date hereof, as it may be amended or replaced in accordance with the terms of this Section 8.19, including using their respective reasonable best efforts, as applicable, to (i) maintain in effect the Spinco Commitment Letter, (ii) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to IP, Spinco or UWWH, as the case may be, in the Spinco Commitment Letter and such definitive documents to be entered into pursuant to the Spinco Commitment Letter, (iii) negotiate and enter into definitive agreements with respect thereto consistent with the terms and conditions contained in the Spinco Commitment Letter provided on the date of this Agreement (including any market “flex” provisions, if any) or on other terms no less favorable in the aggregate to IP, Spinco or UWWH (in each case, upon written consent of IP and UWWH to enter into such definitive agreements in the event the terms thereof are inconsistent with the terms contained in the Spinco Commitment Letter delivered on the date hereof , as it may be amended or replaced in accordance with this Section 8.19), (iv) in the case of Spinco, comply with its obligations and, in the case of IP and UWWH, cooperate with Spinco to enable Spinco to comply with its obligations under the Spinco Commitment Letter (including, without limitation, in the case of IP, taking such actions as necessary to cause the payment to IP of the Special Payment and in the case of UWWH, the repayment in full of the Unisource Credit Facility in connection with the consummation of the Merger) and (v) cooperate in all aspects necessary or reasonably requested by IP or UWWH in connection with the arrangement and consummation of the Spinco Financing as required by the terms of the Spinco Commitment Letter, including,

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without limitation, (A) participation in a reasonable number of meetings, presentations, and meetings with, and presentations to, prospective lenders and rating agencies; (B) assisting with the marketing and due diligence efforts with respect to the Spinco Financing, including the preparation of materials for rating agency presentations, bank information memoranda, lender presentations and other customary marketing materials, including execution and delivery of customary authorization letters (by each of the Persons required by the Lenders to deliver such letters), in each case consistent with the terms required by the Spinco Commitment Letter in connection therewith; (C) furnishing financial and other information regarding UWWH, Spinco and their respective Subsidiaries, as required by the Spinco Commitment Letter (all such information in this clause (C), the “Required Information”); (D) using their reasonable best efforts to obtaining legal opinions, appraisals, surveys, title insurance and other documentation and items relating to the Spinco Financing as required by the Spinco Commitment Letter; (E) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, mortgages, documents and instruments relating to guarantees, or documents, in each case as and when required by the Spinco Commitment Letter (including a certificate of the Chief Financial Officer (or officer of equivalent duties) of Spinco or any Subsidiary with respect to solvency matters (which certificate shall be in the form attached to the Spinco Commitment Letter), all back-up and supporting information, as may be reasonably required by the person signing such certificate to support the conclusions set forth therein) and otherwise facilitating the pledging of collateral and providing of guarantees contemplated by the Spinco Commitment Letter (including cooperation in connection with the pay-off of existing Indebtedness and the release of related liens); (F) using their reasonable best efforts in taking all reasonable actions necessary to (I) permit the prospective persons involved in the Spinco Financing to evaluate UWWH, Spinco and their respective Subsidiaries, including Spinco’s and UWWH’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (II) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing as required by the terms of the Spinco Commitment Letter, provided that no such arrangement or agreement shall become effective prior to the Closing Date; (G) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, Encumbrances and Contracts to which any Subsidiary of Spinco or UWWH is a party, in each case to the extent required by the terms of the Spinco Commitment Letter; (H) furnishing all documentation and other information concerning such Person under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, and (I) using reasonable best efforts to cooperate with the lenders in their efforts to benefit from the existing lending relationships of IP, Spinco or UWWH; provided, however, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of IP, Spinco or UWWH or any of their respective Subsidiaries; provided, further, that for the avoidance of doubt, nothing set forth in this Section 8.19 shall require IP, Spinco or UWWH or any of their respective Subsidiaries to enter into any documentation prior to the Closing Date (other than an authorization letter pursuant to clause (iv)(B) above) or deliver any financial statements except as expressly contemplated by the Spinco Commitment Letter provided on the date of this Agreement. IP, Spinco and UWWH will update any such Required Information in order to ensure that such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading, as and to the extent

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required by the terms of the Spinco Commitment Letter. Each of Spinco and UWWH hereby consents to the use of its and its Subsidiaries’ logos in connection with the Spinco Financing provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage it or its reputation or goodwill or any of its intellectual property rights.

(b) In the event that any portion of the Spinco Financing becomes unavailable on the terms and conditions contemplated in the Spinco Commitment Letter provided on the date of this Agreement (including any market “flex” provisions), IP and Spinco (unless the unavailability of the Spinco Financing is a result of the failure of UWWH to comply with Section 8.19(a)) and UWWH (unless the unavailability of the Spinco Financing is a result of the failure of IP or Spinco to comply with Section 8.19(a)) shall use their reasonable best efforts to obtain alternative financing from the same or alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement and the other Transaction Agreements as promptly as practicable following the occurrence of such event. The terms of any such alternative financing shall be no less favorable in the aggregate to Spinco and its Subsidiaries and UWWH than the terms of the Spinco Commitment Letter in effect on the date hereof unless otherwise agreed by IP and UWWH (it being understood and agreed that whether such alternative financing is more or less restrictive with respect to payments under the Tax Receivables Agreement than the terms of the Spinco Commitment Letter in effect on the date hereof shall not be taken into account for purposes of determining whether the terms of such alternative financing are less favorable to Spinco, its Subsidiaries and UWWH). IP, Spinco and UWWH shall use their respective reasonable best efforts to cause the terms of any such alternative financing to be no more restrictive with respect to payments under the Tax Receivable Agreement than the terms of the Spinco Commitment Letter in effect on the date hereof.

(c) Spinco shall not, without the prior written consent of IP and UWWH, (i) terminate any Spinco Commitment Letter, unless such Spinco Commitment Letter is replaced by a substitute commitment letter that would be permitted under the following clause (c)(ii) if it were an amendment to the Spinco Commitment Letter, (ii) consent to any amendment or modification to the Spinco Commitment Letter that would change or add to the conditions precedent, delay or prevent the funding under the Spinco Financing, be more restrictive with respect to payments under the Tax Receivable Agreement or otherwise adversely affect in any material respect those terms set forth in the Spinco Commitment Letter provided on the date of this Agreement or result in terms less favorable in the aggregate to IP, Spinco or UWWH or (iii) enter into any definitive documentation with respect to the Spinco Financing in the event the terms thereof are inconsistent with the terms contained in the Spinco Commitment Letter delivered on the date hereof, as it may be amended or replaced in accordance with Section 8.19. In the event that Spinco enters into a substitute commitment letter pursuant to this Section 8.19(b), references in this Agreement to the Spinco Commitment Letter shall be deemed to refer to such substitute commitment letter and references in this Agreement to the Spinco Financing shall be deemed to refer to the debt financing contemplated by such substitute commitment letter.

(d) Each Party shall use its reasonable best efforts to cause its outside auditors to participate in the preparation of any pro forma financial statements necessary or desirable for use in connection with obtaining any Indebtedness incurred under the Spinco Financing.

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(e) Each of IP, Spinco and UWWH shall use, and shall cause their respective Subsidiaries and Representatives and advisors to use, their reasonable best efforts to cooperate with each other, and assist in marketing the Surviving Corporation and the Spinco Common Stock to potential investors, IP stockholders and the general investment and capital market communities, including using reasonable best efforts to (i) participate in investor meetings and (ii) take the types of action and provide the types of information described in Section 8.19(a) as are appropriate in connection with such marketing and/or as may be reasonably requested by UWWH, IP or Spinco.

Section 8.20 Non-Solicitation of Employees.

(a) IP agrees that, for a period of 18 months from and after the Closing Date, it shall not, and it shall cause its Subsidiaries not to, without the prior written consent of the Surviving Corporation, directly or indirectly through another Person, (i) approach, solicit, induce or attempt to induce any Restricted Employee of the Surviving Corporation or its Subsidiaries to leave the employ of such Person or (ii) be involved in hiring, or hire, employ or enter into a consulting agreement with, any person who is or was a Restricted Employee, unless such person ceased to be an employee of any Spinco Entity six months prior to, or his or her employment was involuntarily terminated by any Spinco Entity at any time prior to, such action by IP or any of its Subsidiaries (other than Spinco).

(b) The restrictions set forth in the foregoing clause (a)(i) shall not apply to (i) general solicitations (such as advertisements or headhunter searches) for employment placed by IP or any of its Subsidiaries and not specifically targeted at any Restricted Employees or (ii) replying to any Restricted Employee who responds to search firm inquiries (so long as not directed to solicit such person) conducted on behalf of IP or any of its Subsidiaries; it being understood that IP and its Subsidiaries shall continue to be restricted under the foregoing clause (a)(ii) from hiring, employing or entering into a consulting arrangement with any Restricted Employee during such eighteen-month period.

(c) The Surviving Corporation shall notify each Restricted Employee of the restrictions set forth in Section 8.20(a).

Section 8.21 Non-Solicitation of Customers.

(a) IP agrees that, for a period of two years from and after the Closing Date (the “Non-Solicitation Period”), it shall not, and shall cause its Subsidiaries not to, without the prior written consent of the Surviving Corporation, directly or indirectly through another Person, solicit any Restricted Customer to purchase directly from IP or any of its Subsidiaries any Covered Products that are, with respect to such Restricted Customer, Restricted Direct Sales Products; provided, however, that nothing set forth in this Section 8.21(a) shall prohibit IP or its Subsidiaries from selling, distributing or otherwise providing any Covered Products to (x) any customer that is not a Restricted Customer, or (y) any Restricted Customer to which IP or its Subsidiaries (other than the Spinco Business) directly sells Covered Products prior to the date hereof, but solely as to the category of Covered Products that IP or its Subsidiaries (other than the Spinco Business) sells to such Restricted Customer prior to the date hereof.

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(b) For the avoidance of doubt, the restriction set forth in paragraph (a) shall not prevent IP or its Subsidiaries from responding to unsolicited requests initiated by Restricted Customers for IP to sell, quote or make any other offer to sell Restricted Direct Sale Products, or from selling any Restricted Direct Sale Products in connection with such a request. Notwithstanding the foregoing, in the event that, during the Non-Solicitation Period, any Restricted Customer makes such an unsolicited request of IP or any of its Subsidiaries in connection with seeking bids from two or more suppliers for the sale to such Restricted Customer of any Restricted Direct Sale Product that is then being sold to such Restricted Customer by the Surviving Corporation, IP or such Subsidiary shall, before responding to such solicitation and to the extent not prohibited by any obligation of confidentiality, inform the Surviving Corporation (by email or other written means to one or more contact persons agreed upon by IP and the Surviving Corporation from time to time) of such solicitation and the fact that IP intends to make a proposal in response to it.

(c) With respect to any Restricted Customer to which the Surviving Corporation or any of its Subsidiaries sells any category of Restricted Direct Sales Products (“IP Product Business”), the restrictions set forth in paragraphs (a) and (b) of this Section 8.21 shall no longer apply to IP and its Subsidiaries solely with respect to sales of such category of Restricted Direct Sale Products to such Restricted Customer, in the event that the Surviving Corporation or any of its Subsidiaries either (i) has not during the immediately preceding 30 days (or more) sold such category of Restricted Direct Sales Products to the Restricted Customer, and (after receipt of a written inquiry from IP requesting an explanation for such failure to sell) IP and the Surviving Corporation reasonably agree that such failure to sell is due to such Restricted Customer procuring such category of Restricted Direct Sale Products from a supplier other than (x) the Surviving Corporation or its Subsidiaries or (y) if such failure is due to such Restricted Customer procuring such category of Restricted Direct Sale products from IP or its Subsidiaries as a result of IP or its applicable Subsidiary having breached its obligations under Section 8.21 with respect to such Restricted Customer and such category of Restricted Direct Sale Products, IP or its Subsidiaries, or (ii) transfers such IP Product Business for such Restricted Customer away from IP and to another supplier of such products, unless the Surviving Corporation shall have given IP reasonable notice of the price and other terms on which such other supplier is prepared to sell such products at the time of such transfer and IP shall have failed to agree to provide such IP Product Business for such Restricted Customer to the Surviving Corporation on price and other terms that are not less favorable than those offered by the other supplier of such products to which the Surviving Corporation transfers such business.

(d) In the event that all or substantially all of a “Covered Product Category Division” (which term, with respect to any particular category of Covered Products, shall mean the business of IP and its Subsidiaries related to the manufacture and sale of such category of Covered Product) is transferred (whether by merger, sale of stock, or sale of assets) to any Person or Persons other than IP (any such Covered Product Category Division that is transferred, a “Transferred Business”), then the obligations in this Section 8.21 shall, and IP shall cause the obligations set forth in this Section 8.21 to, continue to be binding upon such Transferred Business from and after such transfer until the end of the Non-Solicitation Period; provided, for the avoidance of doubt, that the obligations set forth in this Section 8.21 shall not be binding on the acquiring or surviving entity or any of its other subsidiaries or affiliates, or any of their respective assets or businesses, other than the Transferred Business and the Covered Products that are manufactured and sold by such Transferred Business as of the date of such transfer.

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Section 8.22 Covenant Not to Compete.

(a) IP hereby acknowledges and agrees that UWWH, Spinco and the Spinco Business would be irreparably damaged if IP or its Subsidiaries were to, directly or indirectly, engage in the Restricted Business and that doing so would result in a significant loss of goodwill and value by Spinco and the Spinco Business. Therefore, in further consideration of the amounts to be paid for the Spinco Common Stock and the goodwill of Spinco, IP covenants and agrees that, for a period of four years from and after the Closing Date, neither IP nor any of its Subsidiaries shall, without the prior written consent of the Surviving Corporation, directly or indirectly, either for itself or for any other Person, own or acquire any interest in, operate, manage, control, or engage in, any business or Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages, or proposes to engage in, any portion of the Restricted Business; provided, however, that nothing set forth in this Section 8.22 shall prohibit IP or its Subsidiaries from (i) selling, distributing or otherwise providing any products manufactured by third parties that are ancillary to, and sold in connection with, sales of products manufactured by IP or its Affiliates (e.g., polypropylene lids for IP-manufactured food containers) (“IP Ancillary Products”) so long as all such IP Ancillary Products in the aggregate (other than polypropylene lids for IP-manufactured food containers) are of a de minimis value in relation to all IP manufactured Covered Products in the aggregate, (ii) selling any products to or performing any services for the Surviving Corporation or any of its Subsidiaries; or (iii) acquiring the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business; provided, that, subject to Section 8.22(b), in the case of clause (iii), IP shall divest or terminate such Restricted Business within 12 months of its acquisition.

(b) The obligation and ability of IP to divest in accordance with the proviso to clause (iii) of Section 8.22(a) above shall be subject to the following:

(i) If prior to the fourth anniversary of the Closing Date, IP or any of its Subsidiaries acquires the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business (which, for the avoidance of doubt will include the Persons listed on Schedule 8.22(b)) (an “Acquired Competing Business”), IP shall no later than 20 Business Days after such acquisition notify the Surviving Corporation in writing of such acquisition. IP’s notice to the Surviving Corporation (the “Proposed Sale Notice”) shall state IP’s intention to sell all of the Acquired Competing Business (the “Proposed Sale”), the price that IP proposes to be paid for such Acquired Competing Business (the “Proposed Sale Price”), and the other material terms of the Proposed Sale.

(ii) At any time within 90 days after the date of the receipt by the Surviving Corporation of the Proposed Sale Notice, the Surviving Corporation shall have the right and option (but not the obligation) to purchase all of the Acquired Competing Business covered by the Proposed Sale Notice at the Proposed Sale Price (or, if the Proposed Sale includes any consideration other than cash, then at the equivalent cash price, determined in good faith by IP and the Surviving Corporation) and on the terms and conditions described in the Proposed Sale Notice, by delivering an irrevocable written notice (the “Acceptance Notice”) to IP indicating

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that the Surviving Corporation (or designee thereof) shall purchase the Acquired Competing Business being offered in the Proposed Sale and designating a date for the closing that is within 90 days after receipt of the Acceptance Notice (subject to any necessary extensions for regulatory or other required approvals to consummate such closing).

(iii) During such 90-day period, for purposes of evaluating the Proposed Sale, IP, with respect to the Acquired Competing Business, shall provide, or cause to be provided to, the Surviving Corporation and its Representatives reasonable access to the Representatives of IP and the Acquired Competing Business during normal business hours and in a manner that does not unreasonably interfere with business and operations of IP and the Acquired Competing Business. Such access shall include access to the Acquired Competing Business’ properties, Contracts, commitments, books, records, financial and operating data and other information, including environmental information, papers, plans and drawings and any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws. Notwithstanding the foregoing, none of IP, the Acquired Competing Business or their respective Subsidiaries, as applicable, shall be required to provide any information to the extent that such information or to the extent that such access would constitute a waiver of the attorney-client privilege or violate any law or Contract. The Surviving Corporation will hold, and will cause its respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from IP or the Acquired Competing Business, directly or indirectly, in confidence.

(iv) The closing will be effected by delivery by wire transfer of immediately available funds (and any such non-cash consideration to be paid) to IP at the principal office of the Surviving Corporation against delivery of certificates or other instruments representing the Acquired Competing Business so purchased, appropriately endorsed by IP (or other conveyance documentation reasonably requested by the purchaser in the case of uncertificated securities or other acquired assets). If at the end of the 90-day period the Surviving Corporation has not delivered an Acceptance Notice, IP may, during the 270 days immediately following such 90-day period, sell the Acquired Competing Business that is the subject of the Proposed Sale to a transferee for consideration having a value of not less than 100% of the Proposed Sale Price and on other terms not materially less favorable in the aggregate to IP than those contained in the Proposed Sale Notice. Promptly after such sale, IP shall notify the Surviving Corporation of the consummation thereof and shall furnish such written evidence of the completion of such sale and of the terms thereof as may reasonably be requested by the Surviving Corporation. If IP is unable to sell the Acquired Competing Business that is the subject of the Proposed Sale during such 270 days in accordance with the terms set forth in this Section 8.22(b), then IP shall offer to sell such Acquired Competing Business to the Surviving Corporation at a price determined by an independent valuation firm mutually selected in good faith by the Parties; provided that, for the avoidance of doubt, in connection with such offer to sell, the Surviving Corporation shall have no obligation to purchase such Acquired Competing Business.

(c) The Parties agree that the covenants included in Section 8.20, Section 8.21 and this Section 8.22 are, taken as a whole, reasonable in their geographic and temporal coverage and are necessary to protect the goodwill of the businesses of the Surviving Corporation and its Subsidiaries and the substantial investment made by the stockholders of the Surviving Corporation, and no Party shall raise any issue of geographic or temporal reasonableness in any

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proceeding to enforce such covenant; provided, however, that if the provisions of Section 8.20, Section 8.21 or this Section 8.22 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem and such provisions shall be enforced with such reforms.

(d) The Parties acknowledge and agree that in the event of a breach or threatened breach of the provisions of Section 8.20, Section 8.21 or this Section 8.22, monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach or threatened breach, the non-breaching Party shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the non-breaching Party at law or in equity (including, without limitation, awards of monetary damages):

(i) in the case of Section 8.20, Section 8.21 and this Section 8.22, the right and remedy to have the provisions of Section 8.20, Section 8.21 or this Section 8.22 specifically enforced by a court of competent jurisdiction without the requirement of posting a bond or proving actual damages, it being agreed that any breach or threatened breach of Section 8.20, Section 8.21 or this Section 8.22 would cause irreparable injury to the non-breaching Party and that money damages alone would not provide an adequate remedy to the non-breaching Party.

(ii) in the case of Section 8.21 and this Section 8.22 (and not Section 8.20) and the provisions of the second proviso of Section 8.5 of the Distribution Agreement, the right and remedy to require the breaching Party, on a joint and several basis, to pay to the Surviving Corporation the greater of (x) the amount of any payments, profits or other benefits derived or received directly or indirectly by such Person (determined net of any related costs incurred in such sales, including cost of goods sold) as the result of any actions constituting a breach of the provisions of Section 8.21 or this Section 8.22 and the provisions of the second proviso of Section 8.5 of the Distribution Agreement and (y) the total amount of any damages a court may award to the non-breaching Party for breach of the provisions of Section 8.21 or this Section 8.22, or the provisions of the second proviso in Section 8.5 of the Distribution Agreement.

Section 8.23 Post-Closing Access; Preservation of Records. From and after the Effective Time (a) upon reasonable written notice, IP and the Surviving Corporation will make or cause to be made available to the other Parties, as applicable, and their respective Representatives during regular business hours all information and assistance as is necessary for any reasonable business purpose relating to the Spinco Business, including, financial reporting and accounting matters and in connection with any disclosure obligation or the defense of any Action, and (b) upon reasonable written notice, IP shall (provided the Surviving Corporation reimburses IP for any reasonable out-of-pockets cost) use reasonable best efforts to provide, and shall cause its Affiliates and their respective Representatives to provide, all required financial statement information for any period prior to the Closing Date, in form reasonably requested by the Surviving Corporation, in connection with any financial reporting requirements which the Surviving Corporation or any of its Affiliates is or may subsequently become subject to, including without limitation, comparative interim financial statements for each of the completed quarters prior to the Closing Date and the partial quarter ending on the Closing Date reviewed by IP’s independent accountant and required financial information supporting any SEC filing,

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including selected historical financial data, MD&A, guarantor and non-guarantor footnote presentation and segment reporting. Each of IP and the Surviving Corporation shall, and shall cause each of their respective Subsidiaries, successors and assigns to, retain, maintain and preserve all such books, records and other documents (including personnel files) that relate to the Spinco Business for periods prior to the Closing Date for the greater of (i) five years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the other Party at the end of any such period by providing the other Party with not less than 20 days’ written notice of its intention to destroy or dispose of such records so that such other Party may exercise its rights to obtain such records within such 20 day period. Notwithstanding anything in this Agreement to the contrary, information provision and record retention relating to Tax matters shall be exclusively governed by the Tax Matters Agreement and, to the extent applicable, the Distribution Agreement and the Tax Receivable Agreement, and not this Agreement.

Section 8.24 Payoff Letters; Transaction Expenses.

(a) At least three Business Days prior to the Closing Date, (i) IP and Spinco shall deliver to UWWH and (ii) UWWH shall deliver to IP, in each case, the payoff letters and guarantee releases (collectively, the “Payoff Letters”) for all Indebtedness set forth in Section 8.24(a) of the IP/Spinco Disclosure Schedules and Section 8.24(a) of the UWWH Disclosure Schedules, respectively, which Payoff Letters shall be in form and substance reasonably satisfactory to the Party to which such Payoff Letters are to be delivered pursuant to this Section 8.24(a) and executed by all Persons required therefor and provide that (i) all Liabilities of the applicable Party under or with respect to such Indebtedness shall be satisfied (other than unmatured contingent indemnification obligations set forth in the written agreements governing such Indebtedness) and all amounts owing thereunder for which any member of the applicable Party is liable shall be repaid upon receipt of the amounts indicated therein, (ii) all Encumbrances and guarantee obligations in respect of such Indebtedness relating to the assets and properties of the applicable Party shall be released and terminated automatically upon, and subject only to, receipt of the payoff amounts indicated therein, (iii) the parties executing such Payoff Letters have all authorizations and power required, without approval of any other Person, to cause the Encumbrance and guarantee releases therein provided on behalf of the lenders for such Indebtedness and (iv) the applicable Party and their respective financing sources shall be entitled to rely thereon.

(b) At least three Business Days prior to the Closing Date, (i) IP and Spinco shall use their reasonable best efforts to deliver to UWWH and (ii) the UWWH Stockholder and UWWH shall use their reasonable best efforts to deliver to IP, in each case, final invoices and/or releases for all its respective Shared Expenses and, in the case of UWWH and the UWWH Stockholder, their Transaction Expenses and those of their respective Affiliates (including, for the avoidance of doubt, GP and its Affiliates) that are to be paid by UWWH, Spinco or any of their respective Subsidiaries, in each case subject to and pursuant to Section 10.3, which final invoices and/or releases shall be in form and substance reasonably satisfactory to the Party to which such invoice and/or release shall be delivered pursuant to this Section 8.24(b), and indicate that all obligations of IP, Spinco or any of their respective Subsidiaries or the UWWH Stockholder, UWWH or any of its Subsidiaries, as applicable, under or with respect to such Shared Expenses and Transaction Expenses shall be satisfied (other than contingent indemnification obligations set forth in the written agreements governing such Transaction Expenses) and all amounts owing thereunder shall be paid in full upon receipt of the amounts indicated therein.

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Section 8.25 Advisory Agreement. At or prior to the Effective Time, the Advisory Agreement shall be terminated (except with respect to Sections 6 and 7 thereto) pursuant to an agreement in form and substance reasonably satisfactory to IP.

Section 8.26 Financial Statements.

(a) As soon as available but in any event within 60 days after the end of each fiscal quarter prior to the Closing, on an as-reported basis, and then as soon as available but in any event within 90 days after the end of each such fiscal quarter on a carve-out basis, IP shall deliver, or cause to be delivered, to UWWH an unaudited consolidated balance sheet of the Spinco Business and the related unaudited statement of operations, for the period from the beginning of the fiscal quarter to the end of such fiscal quarter, and all such statements shall be prepared in accordance with GAAP (except for the absence of footnotes and subject to changes resulting from year-end audit adjustments); provided that the as-reported financial statements are prepared in accordance with GAAP for internal reporting of the Spinco Business as a division and financial reporting segment of IP, and do not include the type of carve-out adjustments required to prepare the Spinco Audited Financial Statements.

(b) As soon as available and in any event no later than 120 days after the end of the 2013 fiscal year, IP shall deliver, or cause to be delivered, to UWWH an audited consolidated balance sheet of the Spinco Business as of December 31, 2013 and the related audited statements of operations, cash flows and parent company equity for the year ended December 31, 2013, including the notes thereto, in each case, audited by Deloitte & Touche LLP.

(c) As soon as available but in any event within 60 days after the end of each fiscal quarter prior to the Closing, UWWH shall deliver, or cause to be delivered, to IP an unaudited consolidated balance sheet of UWWH and the related unaudited statements of operations and cash flows for the period from the beginning of the fiscal quarter to the end of such fiscal quarter, and all such statements shall be prepared in accordance with GAAP (except for the absence of footnotes and subject to changes resulting from year-end audit adjustments).

(d) As soon as available and in any event no later than 120 days after the end of the 2013 fiscal year, UWWH shall deliver, or cause to be delivered, to IP an audited consolidated balance sheet of UWWH as of December 31, 2013 and the related audited statements of operations, cash flows and stockholder’s equity for the year ended December 31, 2013, including the notes thereto, in each case, audited by PricewaterhouseCoopers LLP.

Section 8.27 Required Amendments. Notwithstanding anything to the contrary set forth herein or in any other Transaction Agreement, the Parties will cooperate and negotiate in good faith with respect to any amendment to the Transaction Agreements reasonably requested by a Party in order to enable its counsel to deliver the written opinion(s) contemplated by Section 8.8(b)(iii), if required, as the case may be (any such amendment, a “Proposed Amendment”). Neither Party will withhold its consent to a Proposed Amendment that (i) does not result in any change in the Aggregate Merger Consideration, (ii) is not adverse to the

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interests of any Party or (iii) does not unreasonably impede or delay consummation of the Merger. Any Proposed Amendment that the Parties consent to will be reflected through the execution of appropriate written amendments to the applicable Transaction Agreements.

Section 8.28 Disclosure Controls. Prior to Closing, each of IP, Spinco and UWWH shall use its reasonable best efforts to implement such programs and take such steps as are reasonably necessary to (i) develop a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to ensure that after the Effective Time material information required to be disclosed by Spinco in the reports it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and is timely made known to the management of the Surviving Corporation by others within those entities to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, (ii) cooperate reasonably with each other in preparing for the transition and integration of the financial reporting systems of Spinco and its Subsidiaries with the financial reporting systems of UWWH following the Effective Time and (iii) otherwise enable the Surviving Corporation to maintain compliance with the provisions of Section 404 of the Sarbanes-Oxley Act.

Section 8.29 Severance. The Surviving Corporation shall bear all Severance Obligations and all Transaction Bonus Obligations; provided that (i) any Transaction Severance/Bonus Obligation entered into by IP or any of its Affiliates that is not set forth on Section 8.29 of the IP Disclosure Schedules shall be borne by IP, which shall reimburse the Surviving Corporation for any amounts paid pursuant to such Transaction Severance/Bonus Obligation and (ii) any Transaction Severance/Bonus Obligation entered into by UWWH or any of its Affiliates that is not set forth on Section 8.29 of the UWWH Disclosure Schedules shall be borne by the UWWH Stockholder, which shall reimburse the Surviving Corporation for any amounts paid pursuant to such Transaction Severance/Bonus Obligation. UWWH has provided true and complete copies of the agreements set forth on Section 8.29 of the UWWH Disclosure Schedules to IP and IP has provided true and complete copies of the agreements set forth on Section 8.29 of the IP/Spinco Disclosure Schedules to UWWH, in each case, in effect on the date hereof.

Section 8.30 Restructuring. Prior to the Closing, IP shall continue restructuring activities with respect to the Spinco Business in accordance with and at the direction of xpedx management at a cost of up to $15 million in cash restructuring charges on or prior to the Closing Date.

ARTICLE IX

CONDITIONS OF THE MERGER

Section 9.1 Conditions to the Obligations of Each Party. The respective obligations of each Party to consummate the Merger are subject to the satisfaction as of the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by each Party to the extent permitted by applicable Law:

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(a) The Separation shall have been consummated in accordance with the Distribution Agreement;

(b) Spinco shall have consummated the Spinco Financing on terms entered into in accordance with Section 8.19 and Spinco shall have received the proceeds therefrom in an amount sufficient to pay the Special Payment and consummate the Transactions;

(c) IP shall have received the IRS Rulings in form and substance reasonably satisfactory to IP and UWWH (taking into account any changes pursuant to Section 8.8(b) hereof) and such rulings shall continue to be valid and in full force and effect (and, for the avoidance of doubt, such rulings shall not have been invalidated, modified or otherwise affected by any change in any Law or fact on or after the date such rulings were issued by the IRS); provided, that for purposes of this ARTICLE IX, the IRS Rulings need not conclude that the Merger will qualify as a reorganization under Section 368 of the Code;

(d) The UWWH Stockholder Approval and the Unisource Stockholder Approval shall have been obtained in accordance with applicable Law and in accordance with Section 8.9(b) hereof;

(e) The Spinco Stockholder Approval and the xpedx Intermediate Member Approval shall have been obtained in accordance with applicable Law and in accordance with Section 8.9(a) hereof;

(f) All consents, approvals and authorizations of any Governmental Authority required for the consummation of the Transactions (other than under the HSR Act, the Competition Act of Canada, the Federal Law on Economic Competition of Mexico and the Austrian Cartel Act of 2005) shall have been obtained and shall be in full force and effect at the Effective Time;

(g) The IP Board of Directors shall have received a customary “solvency” and “surplus” opinion of a nationally recognized investment banking or appraisal firm in form and substance reasonably satisfactory to the IP Board of Directors and the UWWH Board of Directors (such opinions to be dated as of the date the IP Board of Directors declares the Distribution and the Distribution Date, the date on which the Spinco Board of Directors declares the Special Payment, and the date on which each such dividend or distribution is paid);

(h) (i) Any applicable waiting period under the HSR Act relating to the Transactions shall have expired or been terminated, (ii) any applicable waiting period under Section 123 of the Competition Act (Canada) relating to the Transactions shall have expired or been terminated, or the obligation to submit a notification relating to the Transactions under Part IX of the Competition Act (Canada) shall have been waived under paragraph 113(c) of such Act, (iii) no stop order shall have been issued under the Federal Law on Economic Competition of Mexico and (iv) any applicable waiting period under Chapter 3 of the Austrian Cartel Act of 2005 relating to the Transactions shall have expired;

(i) (i) The Registration Statement shall have been declared effective in accordance with the Securities Act and neither the Registration Statement nor the Prospectus shall be the subject of any stop Order or Actions initiated or threatened by the SEC seeking a stop Order, and (ii) the shares of Spinco Common Stock to be issued in the Distribution and the Merger and such other shares to be reserved for issuance in connection with the Transactions shall have been approved for listing on the NYSE, subject to official notice of issuance; and

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(j) No Order issued by any Governmental Authority of competent jurisdiction or other legal impediment preventing or making illegal the consummation of the Transactions shall be in effect.

Section 9.2 Additional Conditions to the Obligations of IP, Spinco, xpedx Intermediate and xpedx. The obligations of IP, Spinco, xpedx Intermediate and xpedx to consummate the Merger are subject to the satisfaction as of the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by IP to the extent permitted by applicable Law:

(a) (i) The representations and warranties of the UWWH Stockholder, UWWH and Unisource contained in this Agreement (other than Sections 6.2 (Authorization and Validity of Agreement), 6.4 (Capitalization), 6.18 (Board Approvals; Votes Required), 6.19 (Dividends), 6.20 (Brokers or Finders; Transaction Bonuses), 7.8 (Authorization and Validity of Agreement) and 7.9 (Company Authority Relative to this Agreement; No Violation) hereof) (disregarding all materiality or UWWH Material Adverse Effect qualifications or exceptions) shall be true and correct in all respects, in each case as of the Effective Time as if made as of the Effective Time (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date), except where the failure to be true and correct has not had or would not, individually or in the aggregate, reasonably be expected to have a UWWH Material Adverse Effect; (ii) the representations and warranties set forth in Sections 6.2 (Authorization and Validity of Agreement), 6.4 (Capitalization), 6.18 (Board Approvals; Votes Required), 6.19 (Dividends), 6.20 (Brokers or Finders; Transaction Bonuses), 7.8 (Authorization and Validity of Agreement) and 7.9 (Corporate Authority Relative to this Agreement; No Violation) hereof shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time as if made as of the Effective Time (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date); and (iii) the UWWH Stockholder, UWWH and Unisource shall have performed in all material respects their respective covenants and agreements (other than those covenants and agreements in Sections 8.2(b) (Dividends; Changes in Stock), 8.2(c) (Issuance of Securities), 8.2(d) (Governing Documents) and 8.2(g) (Indebtedness), which shall have been performed in all respects) contained in this Agreement required to be performed at or prior to the Effective Time;

(b) UWWH shall have delivered to IP a certificate, dated as of the Effective Time, of an executive officer of UWWH (on UWWH’s behalf and without any personal liability) certifying the satisfaction by the UWWH Stockholder, UWWH and Unisource of the conditions set forth in Section 9.2(a) hereof;

(c) Since June 30, 2013, no UWWH Material Adverse Effect shall have occurred;

(d) IP and Spinco shall have received the Spin-Off Tax Opinion, in form and substance reasonably satisfactory to IP and dated as of the Closing Date;

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(e) Unless waived by IP pursuant to Section 8.8(b)(iii), IP and Spinco shall have received an opinion of Debevoise & Plimpton LLP, in form and substance reasonably satisfactory to IP and Spinco and dated as of the Closing Date, on the basis of facts, representations and assumptions set forth in such opinion, to the effect that the Merger will constitute a “reorganization” for federal income tax purposes within the meaning of Section 368(a) of the Code (the “IP Tax Opinion”). In rendering such IP Tax Opinion, Debevoise & Plimpton LLP may require and rely upon customary representations contained in certificates of officers of IP, UWWH, Spinco and others;

(f) UWWH and the UWWH Stockholder, as applicable, shall have entered into and delivered to IP and Spinco the Transaction Agreements to which it or any of its Subsidiaries is a party and such agreements shall be in full force and effect and no default thereunder;

(g) The UWWH Stockholder shall have furnished to Spinco a certification in accordance with Treasury Regulations Section 1.1445-2(b) certifying that the UWWH Stockholder is not a “foreign person”, substantially in the form attached hereto as Exhibit F;

(h) The Advisory Agreement shall have been terminated without Liability to Spinco or its Subsidiaries after the Effective Time (except with respect to Sections 6 and 7 thereto) and IP shall have been provided with evidence of such termination reasonably satisfactory to it.

Section 9.3 Additional Conditions to the Obligations of UWWH and Unisource. The obligations of UWWH and Unisource to consummate the Merger are subject to the satisfaction as of the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, by UWWH to the extent permitted by applicable Law:

(a) (i) The representations and warranties of IP, Spinco, xpedx Intermediate and xpedx contained in this Agreement (other than Sections 5.2 (Authorization and Validity of Agreement), 5.4 (Capitalization), Section 5.18 (Board Approvals; Votes Required), 5.19 (Status of New Spinco Common Stock), 5.20 (Operations of Spinco) and 5.22 (Brokers or Finders; Transactions Bonuses) hereof) (disregarding all materiality or Spinco Material Adverse Effect qualifications or exceptions) shall be true and correct in all respects, in each case as of the Effective Time as if made as of the Effective Time (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date), except where the failure to be true and correct has not had or would not, individually or in the aggregate, reasonably be expected to have a Spinco Material Adverse Effect; (ii) the representations and warranties set forth in Sections 5.2 (Authorization and Validity of Agreement), 5.4 (Capitalization), Section 5.18 (Board Approvals; Votes Required), 5.19 (Status of New Spinco Common Stock), 5.20 (Operations of Spinco) and 5.22 (Brokers or Finders; Transactions Bonuses) hereof shall be true and correct in all respects as of the date of this Agreement and as of the Effective Time as if made as of the Effective Time (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date); and (iii) IP, Spinco, xpedx Intermediate and xpedx shall have performed in all material respects their respective covenants and agreements (other than those covenants and agreements in Sections 8.1(b) (Changes in Stock), 8.1(c) (Issuance of Securities), 8.1(d) (Governing Documents) and 8.1(g) (Indebtedness), which shall have been performed in all respects) contained in this Agreement required to be performed at or prior to the Effective Time;

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(b) IP shall have delivered to UWWH a certificate, dated as of the Closing Date, of an executive officer of IP (on IP’s behalf and without any personal liability) certifying the satisfaction by IP of the conditions applicable to it set forth in Section 9.3(a) hereof;

(c) Spinco shall have delivered to UWWH a certificate, dated as of the Effective Time, of an executive officer of Spinco (on Spinco’s behalf and without any personal liability) certifying the satisfaction by Spinco, xpedx Intermediate and xpedx of the conditions applicable to them set forth in Section 9.3(a) hereof;

(d) Since June 30, 2013, no Spinco Material Adverse Effect shall have occurred;

(e) Unless waived by UWWH pursuant to Section 8.8(b)(iii), UWWH shall have received opinions of Kirkland & Ellis LLP, in form and substance reasonably satisfactory to UWWH and dated as of the Closing Date, on the basis of facts, representations and assumptions set forth in such opinion, to the effect that (i) the Merger will constitute a “reorganization” for federal income tax purposes within the meaning of Section 368(a) of the Code and (ii) the Subsidiary Merger will qualify as a capital contribution within the meaning of Section 351(a) of the Code (collectively, the “UWWH Tax Opinions”). In rendering such UWWH Tax Opinion, Kirkland & Ellis LLP may require and rely upon customary representations contained in certificates of officers of IP, UWWH, Spinco and others;

(f) The applicable IP Entities, Spinco, xpedx Intermediate and xpedx, as applicable, shall have entered into and delivered the applicable Transaction Agreements and such agreements shall be in full force and effect and no default thereunder; and

Section 9.4 Frustration of Closing Conditions. None of the Parties may rely, either as a basis for not consummating the Merger, the Subsidiary Merger or the other transactions contemplated by this Agreement or terminating this Agreement and abandoning the Merger or the Subsidiary Merger, on the failure of any condition set forth in Section 9.1, Section 9.2 or Section 9.3, as the case may be, to be satisfied if such failure was caused by such Party’s material breach of any provision of this Agreement.

ARTICLE X

TERMINATION, AMENDMENT AND WAIVER

Section 10.1 Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Effective Time, whether before or after any approval of the matters presented in connection with the Transactions by any stockholders required to approve the Transactions:

(a) by the mutual written consent of IP and UWWH;

(b) by either IP or UWWH if the Effective Time shall not have occurred on or before January 5, 2015 (the “Termination Date”), unless the failure of the Effective Time to have occurred by the Termination Date shall be due to the failure of the Party seeking to terminate this Agreement pursuant to this Section 10.1(b) to perform or otherwise comply with in all material respects the covenants and agreements of such party set forth herein.

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(c) by UWWH (so long as UWWH is not then in material breach of any covenant, representation or warranty or other agreement contained herein which breach would cause the Closing conditions of IP or Spinco not to be satisfied if the Closing were to occur at the time of termination), if there has been a material breach by IP or Spinco of any of its representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue in any material respect, in either case such that Section 9.3(a) hereof would be incapable of being satisfied, and such breach or condition has not been cured within 30 Business Days following receipt by IP or Spinco, if applicable, of notice of such breach;

(d) by IP (so long as IP is not then in material breach of any covenant, representation or warranty or other agreement contained herein which breach would cause the Closing conditions of UWWH or the UWWH Stockholder not to be satisfied if the Closing were to occur at the time of termination), if there has been a material breach by UWWH of any of its representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue in any material respect, in either case such that Section 9.2(a) hereof would be incapable of being satisfied, and such breach or condition has not been cured within 30 Business Days following receipt by UWWH of notice of such breach; or

(e) by either IP or UWWH if any Law or Order by any Governmental Authority preventing or prohibiting consummation of the Transactions shall have become final and nonappealable.

The Party desiring to terminate this Agreement pursuant to this Section 10.1 will give written notice of such termination to the other Party, specifying the provision pursuant to which such termination is effected.

Section 10.2 Effect of Termination.

(a) If this Agreement is terminated by IP or UWWH pursuant to Section 10.1 hereof, then this Agreement shall become void and have no effect with no Liability on the part of the Parties, except to the extent that such termination results from the intentional breach by a Party of any of its covenants or agreements set forth in this Agreement; provided, however, that the provisions of the Confidentiality Agreement, this Section 10.2, Section 10.3 and ARTICLE XI shall remain in full force and effect and shall survive any termination of this Agreement.

(b) If this Agreement is terminated pursuant to Section 10.1(d) and (i) a UWWH Acquisition Proposal shall have been commenced, publicly disclosed, publicly proposed, publicly announced or otherwise communicated to UWWH or the UWWH Stockholder prior to such termination and (ii) within 15 months of such termination, UWWH or any of its Subsidiaries or Affiliates enters into any definitive agreement with respect to, or consummates, a UWWH Acquisition Proposal, UWWH shall pay to IP, at or prior to the earlier of the time UWWH, any of its Subsidiaries or Affiliates enters into such agreement with respect to, or consummates, such UWWH Acquisition Proposal, a termination fee equal to $6 million by wire transfer of immediately available funds.

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(c) If this Agreement is terminated pursuant to Section 10.1(c) and (i) a Spinco Acquisition Proposal shall have been commenced, publicly disclosed, publicly proposed, publicly announced or otherwise communicated to IP or the IP Stockholders prior to such termination and (ii) within 15 months of such termination, IP or any of its Subsidiaries or Affiliates enters into any definitive agreement with respect to, or consummates, a Spinco Acquisition Proposal, then IP shall pay to UWWH at or prior to the earlier of the time IP, any of its Subsidiaries or Affiliates enters into such agreement with respect to, or consummates, such Spinco Acquisition Proposal, a termination fee equal to $6 million by wire transfer of immediately available funds.

Section 10.3 Fees and Expenses.

(a) General Rule. Except as otherwise provided in this Section 10.3, this Agreement or any other Transaction Agreement, or unless otherwise mutually agreed to by IP and UWWH in writing, all fees and expenses incurred in connection with the Transactions (including all Transaction Expenses) shall be paid by the Party incurring such fees or expenses (it being agreed for clarification that any fees and expenses incurred by Spinco or any of its Subsidiaries on or prior to the Separation shall be deemed to have been incurred by IP).

(b) Shared Expenses. All Shared Expenses shall be borne (i) by the Surviving Corporation if the Merger is consummated or (ii) 50% by IP and 50% by UWWH if the Merger is not consummated. The Surviving Corporation shall reimburse IP or the UWWH Stockholder (on behalf of UWWH or any of its Subsidiaries), as applicable, for any Shared Expenses paid by such Person (or, in the case of the UWWH Stockholder, UWWH or any of its Subsidiaries) in order to give effect to the obligations set forth in subsection (i) of the foregoing sentence. IP and/or UWWH, as applicable, shall reimburse the other for Shared Expenses in order to give effect to the obligations set forth in subsection (ii) of the foregoing sentence.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1 Non-Survival of Representations and Warranties; Survival of Certain Covenants.

(a) Except as provided in any other Transaction Agreement, none of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement will survive the Effective Time or termination of this Agreement; provided, however, that the covenants and agreements contained in ARTICLE II, ARTICLE III, ARTICLE IV, ARTICLE VIII, ARTICLE X and this ARTICLE XI (and any related definitions) that by their terms apply or are to be performed in whole or in part after the Effective Time shall survive the Effective Time.

(b) Other than with respect to any claim under Sections 6.3(a)(iii) and 6.3(b)(iii) of the Distribution Agreement, IP and the UWWH Stockholder on behalf of itself and their respective Affiliates, successors, predecessors, partners, members, managers and assigns, and

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their respective officers, directors, legal representatives, employees, agents, and attorneys and other professionals, and their respective heirs, executors, administrators, trustees, successors and assigns (each, a “Releasing Party”), hereby irrevocably releases and forever discharges and covenants not to sue (i) the Surviving Corporation and each of their respective Subsidiaries, (ii) each of their respective successors, predecessors, shareholders, partners, members, managers and assigns, and (iii) each of the respective officers, directors, legal representatives, employees, agents or advisors, and their respective heirs, executors, administrators, trustees, successors and assigns, in each case of each Person identified in the foregoing clause (i) or (ii) (each Person described in the foregoing clause (i), (ii) or (iii), a “Released Party”), of and from any and all claims, debts, suits, remedies, liabilities, demands, rights, obligations, damages, expenses, attorneys’ or other professionals’ fees and causes of action whatsoever that arise out of or relate to the Registration Statement or Prospectus (each, a “Released Claim”). Other than with respect to any claim under Section 6.3(a)(iii) and 6.3(b)(iii) of the Distribution Agreement, IP and the UWWH Stockholder shall indemnify, defend and hold harmless each of the Released Parties from and against any Losses relating to or arising from any Released Claim brought by any Releasing Party.

Section 11.2 Notices. All notices, requests, claims, demands and other communications to be given or delivered under or by the provisions of this Agreement shall be in writing and shall be deemed given only (i) when delivered personally to the recipient, (ii) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid); provided, that confirmation of delivery is received, (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile or (iv) five days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands and other communications shall be sent to the Parties at the following addresses (or at such address for a Party as will be specified by like notice):

(a) if to IP, to:

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

Attention: C. Cato Ealy and Sharon R. Ryan

Facsimile No.: (901) 214-0647

with a copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jeffrey J. Rosen

Michael A. Diz

Facsimile No.: (212) 909-6836

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(b) if to Spinco, xpedx Intermediate or xpedx prior to the Effective Time, to:

xpedx Holding Company

6420 Poplar Avenue

Memphis, TN 38197

Attention: Mary A. Laschinger

Facsimile No.: (901) 214-1960

with a copy to:

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

Attention: C. Cato Ealy and Sharon R. Ryan

Facsimile No.: (901) 214-0647

with a copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jeffrey J. Rosen

Michael A. Diz

Facsimile No.: (212) 909-6836

(c) if to Spinco, xpedx Intermediate or xpedx following the Effective Time, to:

xpedx Holding Company

6285 Tri-Ridge Boulevard

Loveland, Ohio 45140

Attention: Mary Laschinger

Facsimile No.: (513) 965-2849

with a copy to:

Bain Capital Partners, LLC

200 Clarendon Street

Boston, MA 02116

Attention: Matt Levin

Seth Meisel

Facsimile No.: (617) 516-2010

with a copy to:

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

Attention: Matthew E. Steinmetz, P.C.

Jeffrey W. Richards, P.C.

Neal J. Reenan

Facsimile No.: (312) 862-2200

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(d) if to UWWH or Unisource, to:

UWW Holdings, Inc.

6600 Governors Lake Parkway

Norcross, GA 30071

Attention: Chief Financial Officer

General Counsel

Facsimile No.: (770) 659-4618

with a copy to:

Bain Capital Partners, LLC

200 Clarendon Street

Boston, MA 02116

Attention: Matt Levin

Seth Meisel

Facsimile No.: (617) 516-2010

with a copy to:

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

Attention: Matthew E. Steinmetz, P.C.

Jeffrey W. Richards, P.C.

Neal J. Reenan

Facsimile No.: (312) 862-2200

Any Party to this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

Section 11.3 Counterparts; Delivery by Electronic Transmission. This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

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Section 11.4 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than IP, Spinco, xpedx Intermediate, xpedx, UWWH, Unisource, the UWWH Stockholder and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement and no Person shall be deemed a third party beneficiary under or by reason of this Agreement, except for Section 11.7(b) and Section 11.7(c) which shall be for the benefit of, among others, the Lenders and the Lender Related Parties and the Lenders, among others, will have the rights provided for therein. In addition, and without limiting the generality of the foregoing, nothing contained in any provision of this Agreement (i) shall be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement or (ii) create any third-party beneficiary rights or obligations in any Spinco Group Employee, UWWH Employee or former employee of the Spinco Group or UWWH, including with respect to (x) any right to employment or continued employment or to a particular term or condition of employment or (y) the ability of IP, Spinco, UWWH or any of their respective Affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement or arrangement at any time established, sponsored or maintained by any of them.

Section 11.5 Entire Agreement. This Agreement, the Exhibits, the IP/Spinco Disclosure Schedules and the UWWH Disclosure Schedules hereto, the Confidentiality Agreement, the other Transaction Agreements and other documents referred to herein and therein shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter (including that certain Non-binding Letter of Intent by and between IP and UWWH, dated as of April 19, 2013).

Section 11.6 Assignment. Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any purported assignment without such consent shall be null and void, except that Spinco or UWWH may assign any or all of its rights, interests under this Agreement without the consent of the other Parties hereto (a) to any Person providing the Spinco Financing pursuant to the terms thereof for purposes of creating a security interest herein or otherwise assign as collateral in respect of such Spinco Financing or (b) to any purchaser of all or substantially all of the assets of such Person; provided, however, that, in each case, no such assignment shall release such Party from any liability or obligation under this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 11.7 Governing Law; WAIVER OF JURY TRIAL.

(a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (and all Schedules and Exhibits hereto) shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.

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(b) Notwithstanding the foregoing and without limiting Section 11.7(a), the Parties hereby further agree that, no Party will bring any legal proceeding, whether in Law or in equity, whether in contract or in tort or otherwise, against the Lenders or any Lender Related Party in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Spinco Commitment Letter or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the Federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof).

(c) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT OR THE SPINCO FINANCING, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT OR THE SPINCO FINANCING SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 11.8 Jurisdiction; Service of Process. ANY ACTION WITH RESPECT TO THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS, IN EACH CASE, SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION WITH RESPECT TO THIS AGREEMENT (I) ANY CLAIM THAT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS SECTION 11.8, (II) ANY CLAIM THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) AND (III) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) THE ACTION IN SUCH COURT IS

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BROUGHT IN AN INCONVENIENT FORUM, (B) THE VENUE OF SUCH ACTION IS IMPROPER OR (C) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. EACH OF THE PARTIES FURTHER AGREES THAT NO PARTY TO THIS AGREEMENT SHALL BE REQUIRED TO OBTAIN, FURNISH OR POST ANY BOND OR SIMILAR INSTRUMENT IN CONNECTION WITH OR AS A CONDITION TO OBTAINING ANY REMEDY REFERRED TO IN THIS SECTION 11.8 AND EACH PARTY WAIVES ANY OBJECTION TO THE IMPOSITION OF SUCH RELIEF OR ANY RIGHT IT MAY HAVE TO REQUIRE THE OBTAINING, FURNISHING OR POSTING OF ANY SUCH BOND OR SIMILAR INSTRUMENT. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 11.2, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.

Section 11.9 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable to the maximum extent permitted while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is valid, legal and enforceable and that achieves the original intent of the Parties.

Section 11.10 Headings. The headings and captions of the Articles and Sections used in this Agreement and the table of contents to this Agreement are for reference and convenience purposes of the Parties only, and will be given no substantive or interpretive effect whatsoever.

Section 11.11 Attorneys’ Fees. If any Action at law or equity, including an Action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses from the other party, which fees and expenses shall be in addition to any other relief which may be awarded.

Section 11.12 Amendment. This Agreement may be amended by the Parties at any time before or after approval hereof by the Spinco Stockholders, the stockholders of xpedx, the UWWH Stockholder and UWWH; provided, however, that after such stockholder approvals there shall not be made any amendment that by Law requires further approval by the Spinco Stockholders, the stockholders of xpedx, UWWH or the UWWH Stockholder without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.

Section 11.13 Extension; Waiver. At any time prior to the Effective Time, the Parties may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties contained in this

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Agreement or in any document delivered pursuant to this Agreement or (c) subject to the proviso of the first sentence of Section 11.2, waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

Section 11.14 Interpretation. When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article, Section, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents to this Agreement, and the Article and Section headings contained in this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms and any reference to the masculine, feminine or neuter gender shall be deemed to include any gender or all three as appropriate. Unless otherwise specified, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent (but only to the extent such waiver or consent is not adverse to any member of the Spinco Entities) and (in the case of statutes) by succession of comparable successor statutes, and including all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. Unless expressly stated to the contrary in this Agreement or in any other Transaction Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to January 28, 2014 (or the date of which the relevant Transaction Agreement is first entered into, as the case may be) regardless of any amendment or restatement hereof (or thereof). The use of the phrase “ordinary course of business” or other derivations thereof shall mean “ordinary course of business consistent with past practice.” Unless the context otherwise requires, “or,” “neither,” “nor,” “any,” “either,” and “or” shall not be exclusive. Wherever and whenever in this Agreement there is a consent right of a Party or a reference to the “satisfaction” or “sole discretion” of a Party, such Party shall be entitled to consider solely its own interests (and not the interests of any other Person) or, at its sole election, any such other interests and factors as such Party desires. The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

Section 11.15 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Transaction Agreement, the Party who is, or is to be, thereby aggrieved will have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement or such Transaction Agreement, in addition to any and all other rights and remedies at law or in equity. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any

defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

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Section 11.16 Damages Waiver. No Party shall be liable to another Party or any of its Affiliates (or any of their respective Related Parties) for any exemplary damages or punitive damages, or any other damages to the extent not reasonably foreseeable, arising out of or in connection with this Agreement or any Transaction Agreement (in each case, unless any such damages are payable to a third party pursuant to a Third-Party Claim (as such term is defined in the Distribution Agreement)).

Section 11.17 Reference to Time. All references in this Agreement to times of the day shall be to New York City time.

Section 11.18 No Representations or Warranties.

(a) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT (INCLUDING THE DISTRIBUTION AGREEMENT), EACH OF IP (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) AND SPINCO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) ACKNOWLEDGES THAT NONE OF THE UWWH STOCKHOLDER, UWWH OR ANY OF ITS SUBSIDIARIES MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE EXTENT OTHERWISE PROVIDED FOR HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT (INCLUDING THE DISTRIBUTION AGREEMENT), EACH OF IP (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) AND SPINCO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) FURTHER ACKNOWLEDGES THAT ALL OTHER REPRESENTATIONS OR WARRANTIES THAT THE UWWH STOCKHOLDER, UWWH OR ANY OF ITS SUBSIDIARIES GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED, AND THAT NEITHER IP NOR ANY OF ITS SUBSIDIARIES NOR SPINCO NOR ANY OF ITS SUBSIDIARIES HAS RELIED ON ANY SUCH REPRESENTATION OR WARRANTY. NOTHING IN THIS PARAGRAPH SHALL OPERATE TO LIMIT A CLAIM FOR FRAUD.

(b) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT (INCLUDING THE DISTRIBUTION AGREEMENT), EACH OF THE UWWH STOCKHOLDER, UWWH (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) AND SPINCO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) ACKNOWLEDGES THAT NONE OF IP OR ANY OF ITS SUBSIDIARIES MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE EXTENT OTHERWISE PROVIDED FOR HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT (INCLUDING THE DISTRIBUTION AGREEMENT), EACH OF THE UWWH STOCKHOLDER, UWWH (ON BEHALF OF ITSELF AND ITS

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SUBSIDIARIES) AND SPINCO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) FURTHER ACKNOWLEDGES THAT ALL OTHER REPRESENTATIONS OR WARRANTIES THAT IP OR ANY OF ITS SUBSIDIARIES GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED, AND THAT NONE OF THE UWWH STOCKHOLDER, UWWH OR ANY OF ITS SUBSIDIARIES OR SPINCO OR ANY OF ITS SUBSIDIARIES HAS RELIED ON ANY SUCH REPRESENTATION OR WARRANTY. NOTHING IN THIS PARAGRAPH SHALL OPERATE TO LIMIT A CLAIM FOR FRAUD.

[SIGNATURE PAGE FOLLOWS]

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In WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

INTERNATIONAL PAPER COMPANY
By:	/s/ C. Cato Ealy
Name:	C. Cato Ealy
Title:	Senior Vice President
XPEDX HOLDING COMPANY
By:	/s/ C. Cato Ealy
Name:	C. Cato Ealy
Title:	Vice President
XPEDX INTERMEDIATE, LLC
By:	International Paper Company, its Sole Member
By:	/s/ C. Cato Ealy
Name:	C. Cato Ealy
Title:	Senior Vice President
XPEDX, LLC
By:	International Paper Company, its Sole Member
By:	/s/ C. Cato Ealy
Name:	C. Cato Ealy
Title:	Senior Vice President

[Signature Page to

Agreement and Plan of Merger]

UWW HOLDINGS, LLC
By:	/s/ Seth Meisel
Name:	Seth Meisel
Title:	Authorized Signatory
UWW HOLDINGS, INC.
By:	/s/ Allan R. Dragone
Name:	Allan R. Dragone
Title:	Chief Executive Officer
UNISOURCE WORLDWIDE, INC.
By:	/s/ Allan R. Dragone
Name:	Allan R. Dragone
Title:	Chief Executive Officer

[Signature Page to

Agreement and Plan of Merger]

Exhibit A

Subsidiary Certificate of Incorporation

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

OF

UNISOURCE WORLDWIDE, INC.

ARTICLE I

Name

The name of the corporation is Unisource Worldwide, Inc. (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.

ARTICLE V

Directors

(1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the By-laws of the Corporation.

(2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

(1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner

2

he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of chancery or such other court shall deem proper.

(3) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue. or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections (1) and (2). Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders of the Corporation.

(5) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation authorized in this Article VI, Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors of the Corporation deems appropriate.

(6) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

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(7) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising, out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law.

(8) For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(9) For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

(10) The indemnification and advancement of expenses provided by or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII

By-Laws

The directors of the Corporation shall have the power to adopt, amend or repeal by-laws.

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ARTICLE VIII

Reorganization

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE IX

Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision of this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by Iaw, and all rights conferred on stockholders in this Restated Certificate of Incorporation are subject to this reservation.

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Exhibit B

Subsidiary Bylaws

AMENDED AND RESTATED BY-LAWS

OF

UNISOURCE WORLDWIDE, INC.

A Delaware corporation

(Adopted as of January 27, 2003)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the chief executive officer of the corporation; provided, that if the chief executive officer does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the chief executive officer and shall be called by the chief executive officer upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be delivered to the chief executive officer.

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Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction. of the board of directors, the chief executive officer or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest.and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a

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meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mall, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders, who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors that shall constitute the Board of Directors shall be not less than one nor more than fifteen. The first board of directors shall consist of one director. Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directorsmay be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

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Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the chief executive officer on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, or by telegraph.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the ‘whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The-board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a

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majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully Galled or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chief executive officer, one or more vice-presidents, secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the’ board of directors, Any number of offices. may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of chief executive officer and secretary shall be filled as expeditiously as possible.

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Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The chief executive officer shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The chief executive officer shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. The Chief Executive Officer. The chief executive officer shall preside at all meetings of the stockholders and board of directors at which he is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The chief executive officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The chief executive officer shall have such authority and perform such other duties as may be prescribed by the board of directors in accordance with these by-laws.

Section 7. Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the chief executive officer, shall, in the absence or disability of the chief executive officer, act with all of the powers and be subject to all the restrictions of the chief executive officer. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe.

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Section 8. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer, or secretary may, from time to time, prescribe.

Section 9. The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six (6) years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer or treasurer may, from time to time, prescribe.

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Section 10. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final ..disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

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Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State .of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such. applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

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Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were ‘serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

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ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chief executive officer or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chief executive officer, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen,, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at arty meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than

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sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution ‘ taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance

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may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name .of the corporation and the words “Corporate Seal, Delaware”: The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. -

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General’ Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

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ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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Exhibit C

Form of Tax Receivable Agreement

FORM OF TAX RECEIVABLE AGREEMENT

by and among

XPEDX HOLDING COMPANY

and

UWW HOLDINGS, LLC

Dated as of [                    ]

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.01	Definitions		2
ARTICLE II
DETERMINATION OF CUMULATIVE REALIZED TAX BENEFIT
Section 2.01	NOL Utilization		6
Section 2.02	Tax Benefit Schedule		6
Section 2.03	Procedures, Amendments		6
ARTICLE III
TAX BENEFIT PAYMENTS
Section 3.01	Payments		7
Section 3.02	No Duplicative Payments; Intent		8
ARTICLE IV
TERMINATION
Section 4.01	Termination and Breach of Agreement		8
ARTICLE V
LATE PAYMENTS
Section 5.01	Late Payments by Spinco		9
Section 5.02	Compliance with Indebtedness		9
ARTICLE VI
SPINCO TAX MATTERS; CONSISTENCY; COOPERATION
Section 6.01	Representative Participation in Spinco Tax Matters		9
Section 6.02	Consistency		9
Section 6.03	Cooperation		10
ARTICLE VII
MISCELLANEOUS
Section 7.01	Notices		10
Section 7.02	Counterparts		11
Section 7.03	Entire Agreement; Third Party Beneficiaries		11
Section 7.04	Governing Law		12
Section 7.05	Severability		12
Section 7.06	Successors; Assignment; Amendments; Waivers		12
Section 7.07	Titles and Subtitles		13
Section 7.08	Resolution of Disputes		13
Section 7.09	Reconciliation		14
Section 7.10	Withholding		15
Section 7.11	Affiliated Corporations; Admission of Spinco into a Consolidated Group		15
Section 7.12	Confidentiality		15
Section 7.13	Representative		16
Section 7.14	Tax Characterization of the Agreement		17

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TAX RECEIVABLE AGREEMENT

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”).

RECITALS

WHEREAS, as of the date hereof, the Equity holders listed on Schedule A directly own one-hundred percent (100%) of the issued and outstanding equity interests of Holdings;

WHEREAS, immediately prior to the Merger (as defined below), Holdings directly owned one-hundred percent (100%) of the issued and outstanding stock of UWW Holdings, Inc., a Delaware corporation (“UWWH”);

WHEREAS, immediately prior to the Merger, UWWH directly owned one-hundred percent (100%) of the issued and outstanding stock of Unisource Worldwide, Inc., a Delaware corporation (“Unisource”);

WHEREAS, as of the date hereof, UWWH will merge with and into Spinco (the “Merger”), with Spinco surviving, and the stock of UWWH owned by Holdings will be converted into the right to receive 49% of the issued and outstanding shares of common stock in Spinco and the rights and benefits set forth in the Agreement;

WHEREAS, on the day following the effective time of the Merger, Spinco will be the common parent of an affiliated group of corporations, including Unisource, within the meaning of Section 1504(a) of the Code (the “Spinco Consolidated Group”);

WHEREAS, UWWH and its Subsidiaries have generated NOLs (as defined herein) prior to the Merger that Spinco and its Subsidiaries may be able to utilize;

WHEREAS, if utilized, the Pre-Merger NOLs (as defined herein) will reduce the actual liability for Taxes (as defined herein) that Spinco and its Subsidiaries might otherwise be required to pay;

WHEREAS, subject to the completion of the Merger, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Pre-Merger NOLs on the actual liability for Taxes of Spinco and its Subsidiaries;

WHEREAS, this Agreement is intended to provide payments to Holdings and the Permitted Assignees (as defined herein) (Holdings and each such Permitted Assignee referred to herein as a “Beneficiary” and collectively, the “Beneficiaries”) in an amount equal to eighty-five percent (85%) of the aggregate reduction in Taxes payable realized by Spinco and its Subsidiaries from the utilization of the Pre-Merger NOLs;

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE XIII

DEFINITIONS

Section 1.01 Definitions.

As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Advisory Firm” means any nationally recognized law or accounting firm that is expert in Tax matters that is agreed to by Spinco and the Representative.

“Advisory Firm Letter” shall mean a letter from the Advisory Firm stating that the relevant schedule, notice or other information to be provided by Spinco to the Representative and all supporting schedules and work papers were prepared in a manner consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and applicable law in existence on the date to which such schedule, notice or other information relates.

“Affiliate” means a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.

“Aggregate Tax Benefit Payment” is defined in Section 3.01(b) of this Agreement.

“Agreed Rate” means a rate per annum equal to one-year LIBOR plus 100 basis points.

“Agreement” is defined in the preamble of this Agreement.

“Amended Schedule” is defined in Section 2.02(b) of this Agreement.

“Applicable Percentage” with respect to any Beneficiary, means the percentage set forth opposite such Beneficiary’s name on Schedule B, as amended from time to time to reflect any Permitted Assignment.

“Base Payment” is defined in Section 3.01(b) of this Agreement.

“Beneficiary” is defined in the preamble of this Agreement.

“Board” means the board of directors of Spinco.

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“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Delaware shall not be regarded as a Business Day.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Cumulative Actual Tax Liability” means, as of the end of any Taxable Year, the aggregate liability for Taxes of Spinco and its Subsidiaries for taxable periods (or portions thereof) beginning after the date of the Merger and ending on or before the end of such Taxable Year.

“Cumulative Non-NOL Tax Liability” means, as of the end of any Taxable Year, the aggregate liability for Taxes of Spinco and its Subsidiaries for taxable periods (or portions thereof) beginning after the date of the Merger and ending on or before the end of such Taxable Year, applying the applicable Tax rates for each Tax period, and using the same methods, elections, conventions and similar practices used on the relevant Spinco Return for each applicable Tax Period, but assuming that there were no Pre-Merger NOLs.

“Cumulative Realized Tax Benefit” means, as of the end of any Taxable Year, the excess (if any) of (i) the Cumulative Non-NOL Tax Liability (as of such time) over (ii) the sum of (A) the Cumulative Actual Tax Liability (as of such time) and (B) the aggregate amount of Base Payments (previously made pursuant to this Agreement as of such time), provided that (x) if, as of such time, there is an unresolved claim, proposed adjustment or similar item by a Taxing Authority that would increase the Cumulative Realized Tax Benefit, the Cumulative Realized Tax Benefit shall be computed as if such Taxing Authority prevailed with respect to such claim, proposed adjustment or similar item and (y) if International Paper Company is entitled to payments from Spinco under Section 2.10 of the Tax Matters Agreement as a result of any step-up in tax basis, the Cumulative Realized Tax Benefit shall be computed as if such step-up did not exist.

“CPR” means the International Institute for Conflict Prevention and Resolution.

“Deconsolidation” means any event pursuant to which a corporation ceases to be includable in the same affiliated group of corporations, within the meaning of Section 1504(a) of the Code, as Spinco.

“Deconsolidation Election” is defined in Section 4.01(b) of the Agreement.

“Default Rate” means a rate per annum equal to one-year LIBOR plus 500 basis points.

“Equity holders” means the holders of equity of Holdings as of the date hereof listed on Schedule A.

“Expert” is defined in Section 7.09 of this Agreement.

“Fair Market Value Schedule” is defined in Section 7.14 of this Agreement.

“Interest Amount” is defined in Section 3.01(b) of this Agreement.

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“IRS” means the U.S. Internal Revenue Service.

“LIBOR” means for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per annum reported, on the date two days prior to the first day of such month, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBO” or by any other publicly available source of such market rate) for London interbank offered rates for U.S. dollar deposits for such month (or portion thereof).

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of January 28, 2014, by and among International Paper Company, Spinco, Holdings and the other parties thereto.

“Net Tax Benefit” is defined in Section 3.01(b) of this Agreement.

“NOL Payment” is defined in Section 5.01 of this Agreement.

“NOLs” shall mean all net operating losses for U.S. federal and state and Canadian income tax purposes.

“Objection Notice” is defined in Section 2.02(a) of this Agreement.

“Pre-Merger NOLs” shall mean NOLs generated by UWWH and its Subsidiaries prior to the date of the Merger. If the Taxable Year of UWWH and/or its Subsidiaries includes but does not end on the date of the Merger (a “Straddle Period”), such Taxable Year shall be deemed to end on the date of the Merger for purposes of calculating all Pre-Merger NOLs; provided that the amount, if any, of the Pre-Merger NOLs attributable to such Straddle Period shall be reasonably determined by Spinco and the Representative in good faith.

“Post-Merger NOLs” shall mean NOLs, if any, generated by Spinco and its Subsidiaries that are not Pre-Merger NOLs.

“Payment Date” means any date on which a Tax Benefit Payment is required to be made by Spinco pursuant to this Agreement.

“Permitted Assignee” means any Person who receives rights under this Agreement pursuant to a Permitted Assignment.

“Permitted Assignment” is defined in Section 7.06(b) of this Agreement.

“Person” means an individual, a partnership (including a limited partnership), a corporation, a limited liability company, a trust, a joint stock company, a trust, an association, a joint venture, an unincorporated organization or association, a governmental authority or any other entity of whatever nature.

“Reconciliation Dispute” is defined in Section 7.09 of this Agreement.

“Reconciliation Procedures” is defined in Section 7.09 of this Agreement.

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“Representative” is defined in the preamble of this Agreement, and any successor Representative appointed pursuant to Section 7.06(a).

“Rules” is defined in Section 7.08(a) of this Agreement.

“Section 336(e) Election” has the meaning set forth in the Tax Matters Agreement.

“Spinco” is defined in the preamble of this Agreement.

“Spinco Consolidated Group” is defined in the preamble of this Agreement.

“Spinco Return” means each U.S. federal and state and Canadian income tax return of Spinco and/or its Subsidiaries filed with respect to Taxes of any Taxable Year.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (i) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (ii) the interest in the capital or profits of such limited liability company, partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. The term “Subsidiary” shall include all Subsidiaries of any Subsidiary.

“Tax Benefit Payment” is defined in Section 3.01(b) of this Agreement.

“Tax Benefit Schedule” is defined in Section 2.02 of this Agreement.

“Tax Matters Agreement” shall mean the Tax Matters Agreement by and among IP, Spinco and UWWH, dated January 28, 2014.

“Tax Return” means any return, report, declaration, form, claim for refund or information return or statement relating to Taxes filed or required to be filed with any Taxing Authority, including any schedule or attachment thereto, and including any amendment thereof.

“Taxable Year” means a taxable year of Spinco for U.S. federal income tax purposes, as defined in Section 441(b) of the Code (and, therefore, for the avoidance of doubt, may include a period of less than twelve months for which a Spinco Return is made), ending on or after the date hereof.

“Taxes” means any and all U.S. federal, state and Canadian taxes, assessments or similar charges measured with respect to net income or profits and any interest related to such Taxes.

“Taxing Authority” means any domestic, foreign, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising regulatory authority with respect to Taxes.

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“Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

ARTICLE II

DETERMINATION OF CUMULATIVE REALIZED TAX BENEFIT

Section 2.01 NOL Utilization. Spinco, on the one hand, and the Beneficiaries, on the other hand, acknowledge that Spinco and its Subsidiaries shall, to the fullest extent permitted by law, claim the Pre-Merger NOLs to reduce the amount of Taxes that Spinco and its Subsidiaries would otherwise be required to pay.

Section 2.02 Tax Benefit Schedule. Within ninety (90) calendar days after the filing of all of the Spinco Returns for any Taxable Year, Spinco shall provide to the Representative a schedule showing, in reasonable detail, (i) the calculation of the Cumulative Realized Tax Benefit as of the end of such Taxable Year, if any and (ii) the calculation of any payment to be made to the Beneficiaries pursuant to Article III as of the end of such Taxable Year and (iii) all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(a)).

Section 2.03 Procedures, Amendments.

(a) Procedure. Every time Spinco delivers to the Representative a Tax Benefit Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.03(b), Spinco shall also (x) deliver to the Representative schedules, valuation reports, if any, and work papers providing reasonable detail regarding the preparation of the Tax Benefit Schedule and an Advisory Firm Letter with respect to such Tax Benefit Schedule to the extent reasonably requested by the Representative and (y) allow the Representative and its advisors reasonable access (at the Representative’s sole expense) to the appropriate representatives, books, records and work papers at each of Spinco and the Advisory Firm in connection with a review of such Tax Benefit Schedule. The applicable Tax Benefit Schedule shall, subject to Section 2.03(b), become final and binding on all parties unless the Representative, within forty-five (45) calendar days after receiving any Tax Benefit Schedule or amendment thereto, provides Spinco with notice of a material objection to such Tax Benefit Schedule (“Objection Notice”) made in good faith. If the parties, for any reason, are unable to successfully resolve the issues raised in any notice within thirty (30) calendar days of receipt by Spinco of such notice, Spinco and the Representative shall employ the Reconciliation Procedures.

(b) Amended Schedule. The Tax Benefit Schedule for any Taxable Year shall be amended by Spinco (i) to correct inaccuracies in such Tax Benefit Schedule after the date such Tax Benefit Schedule was provided to the Representative, (ii) to comply with the Expert’s determination under the Reconciliation Procedures, (iii) to reflect a change (relative to the amounts in the original Tax Benefit Schedule or the prior Amended Schedule) in the Cumulative Realized Tax Benefit as of the end of such Taxable Year attributable to any change in fact or law, including a carryback or carryforward (including, to the extent affecting the Non-NOL Tax

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Liability, a hypothetical carryback or carryforward attributable to any Post-Merger NOLs) of a loss or other tax item to such Taxable Year or (iv) to reflect the consequences of a Tax audit or the filing of an amended Tax Return (such Tax Benefit Schedule, an “Amended Schedule”). Spinco shall provide any Amended Schedule to the Representative within thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (iv) of the preceding sentence (or, to the extent such event occurs in connection with the preparation of a Spinco Return filing described in Section 2.02, concurrently with the delivery of the Tax Benefit Schedule pursuant to Section 2.02) and any such Amended Schedule shall be subject to the approval procedures described in Section 2.03(a); provided, however, that any Amended Schedule provided pursuant to an Expert’s determination under the Reconciliation Procedures as described in clause (ii) of the preceding sentence shall, subject to this Section 2.03(b), be final and binding on all parties hereto and not subject to the approval procedures described in Section 2.03(a).

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.01 Payments.

(a) Timing of Payments to the Beneficiaries. (i) Within five (5) Business Days of a Tax Benefit Schedule with respect to a Taxable Year becoming final in accordance with Section 2.03(a), Spinco shall pay to the Beneficiaries the Tax Benefit Payments as of the end of such Taxable Year determined pursuant to Section 3.01(b). Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank accounts previously designated by the Beneficiaries to Spinco or as otherwise agreed by Spinco and the Beneficiaries. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, estimated U.S. federal, state and Canadian income tax payments. For the avoidance of doubt, no payments shall be required to be made by any Beneficiary to Spinco under this Agreement, except as provided in Section 7.10.

(b) The “Tax Benefit Payment” with respect to any Beneficiary means an amount equal to such Beneficiary’s Applicable Percentage of the Aggregate Tax Benefit Payment. The “Aggregate Tax Benefit Payment” means, as of the end of a Taxable Year, an amount, not less than zero, equal to eighty-five percent (85%) of the Cumulative Realized Tax Benefit as of the end of such Taxable Year (each such payment, a “Base Payment”) and the Interest Amount (as defined below). The “Interest Amount” shall equal the interest on any Base Payment calculated at the Agreed Rate from the date that Spinco’s U.S. federal income Tax return is filed, but no later than the due date (without extensions) for filing such Tax return with respect to Taxes for the Taxable Year for which the Aggregate Tax Benefit Payment is being measured until the Payment Date.

(c) Notwithstanding anything to the contrary in this Agreement, for purposes of determining the amount of any Tax Benefit Payments for any Straddle Period that includes the date of the Merger, such Straddle Period shall be treated as two Taxable Years, (i) the first ending on the date of the Merger and (ii) the second starting the day following the date of the Merger. All allocations of taxable items between the two periods shall be done on the basis of an interim closing of the books, as reasonably determined by Spinco and the Representative in good faith.

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Section 3.02 No Duplicative Payments; Intent. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. It is also intended that the provisions of this Agreement provide that eighty-five percent (85%) of Spinco’s Cumulative Realized Tax Benefit and Interest Amount for all years be paid to the Beneficiaries pursuant to this Agreement. Such amount shall be determined using a “with and without” methodology. Carryovers or carrybacks of (a) any U.S. federal tax item shall be considered to be subject to the rules of the Code (or any successor U.S. federal income tax statute) and the Treasury Regulations or (b) any state or Canadian tax item, shall be considered subject to the appropriate provisions of Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Pre-Merger NOLs and another portion that is not, Spinco’s Cumulative Realized Tax Benefit shall be determined using such “with and without” methodology. The provisions of this Agreement shall be construed in the appropriate manner so that such intentions are realized.

ARTICLE IV

TERMINATION

Section 4.01 Termination and Breach of Agreement.

(a) This Agreement shall terminate on the date on which all NOL Payments have been made under this Agreement.

(b) In the event of a Deconsolidation of Unisource from the Spinco Consolidated Group, Spinco shall cause the common parent of the affiliated group of corporations within the meaning of Section 1504(a) of the Code that includes Unisource after such Deconsolidation to enter into a tax receivables agreement with the Representative that is substantially similar to this Agreement with respect to such consolidated group’s use of the Pre-Merger NOLs after the date of such Deconsolidation (with appropriate adjustments). In the event that such common parent and the Representative do enter into such tax receivables agreement, this Agreement shall terminate and Spinco shall not have any further payment obligations under this Agreement, other than any (i) Tax Benefit Payment agreed to by Spinco and the Representative as due and payable but unpaid as of the date of such Deconsolidation and (ii) the Tax Benefit Payment due for the Taxable Year ending prior to, with or including the date of such Deconsolidation.

(c) In the event that Spinco breaches any of its material obligations under this Agreement by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code, then all obligations hereunder shall be accelerated.

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ARTICLE V

LATE PAYMENTS

Section 5.01 Late Payments by Spinco. The amount of all or any portion of any Tax Benefit Payment required to be made by Spinco to the Beneficiaries under this Agreement (an “NOL Payment”) not made to the Beneficiaries when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such NOL Payment was due and payable and ending on the date such NOL Payment is made.

Section 5.02 Compliance with Indebtedness. Notwithstanding anything to the contrary provided herein, if, at the time any amounts become due and payable hereunder, Spinco is not permitted, pursuant to the terms of Spinco’s or its direct or indirect subsidiary’s debt documentation to pay such amounts, or Spinco’s direct or indirect subsidiaries are not permitted, pursuant to the terms of Spinco’s or its direct or indirect subsidiary’s debt documentation, to make payments to Spinco to allow Spinco to pay such amounts, then Spinco shall, by notice to the Representative, be permitted to defer the payment of such amounts until the condition described in this Section 5.02 is no longer applicable, in which case such amounts (together with accrued and unpaid interest thereon as described in the immediately following sentence) shall become due and payable immediately. If Spinco defers the payment of any such amounts pursuant to the foregoing sentence, such amounts shall accrue interest at the Agreed Rate per annum, from the date that such amounts originally became due and owing pursuant to the terms hereof to the date that such amounts were paid.

ARTICLE VI

SPINCO TAX MATTERS; CONSISTENCY; COOPERATION

Section 6.01 Representative Participation in Spinco Tax Matters. Except as otherwise provided herein, Spinco shall have full responsibility for, and sole discretion over, all Tax matters concerning Spinco including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes, subject to a requirement that Spinco act in good faith in connection with its control of any matter which is reasonably expected to affect the Beneficiaries’ rights and obligations under this Agreement. Notwithstanding the foregoing, Spinco shall notify the Representative of, and keep the Representative reasonably informed with respect to, the portion of any audit of Spinco by a Taxing Authority the outcome of which is reasonably expected to affect the Beneficiaries’ rights and obligations under this Agreement, and shall give the Representative reasonable opportunity to provide information and participate in the applicable portion of such audit.

Section 6.02 Consistency. Except upon the written advice of an Advisory Firm, Spinco, and Representative agree to report and cause to be reported for all purposes, including federal, state, local and foreign tax purposes and financial reporting purposes, all Tax-related items (including without limitation the NOL Payments) in a manner consistent with that specified by Spinco in any Tax Benefit Schedule or statement required to be provided by or on behalf of Spinco under this Agreement or under applicable Tax law. Any dispute concerning such advice shall be subject to the Reconciliation Procedures; provided, however, that only the Representative shall have the right to object to such advice pursuant to this Section 6.02. In the

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event that an Advisory Firm is replaced with another firm acceptable to Spinco and the Representative pursuant to the definition of “Advisory Firm,” such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with those used by the previous Advisory Firm, unless otherwise required by law (or Spinco and the Representative agree to the use of other procedures and methodologies).

Section 6.03 Cooperation. Each of Spinco, on the one hand, and the Representative, on the other hand, shall (a) furnish to the other party in a timely manner such information, documents and other materials as the other party may reasonably request for purposes of making or approving any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority relating to this Agreement, (b) make itself available to the other party and its representatives to provide explanations of documents and materials and such other information as the requesting party or its representatives may reasonably request in connection with any of the matters described in clause (a) above and (c) reasonably cooperate in connection with any such matter, and the requesting party shall reimburse the other party for any reasonable third-party costs and expenses incurred pursuant to this Section.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile upon confirmation of transmission by the sender’s fax machine if sent on a Business Day (or otherwise on the next Business Day), (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service or (c) when sent by electronic mail (with hard copy to follow) during a Business Day (or on the next Business Day if sent after the close of normal business hours or on any non-Business Day). All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to Spinco, to:

xpedx Holding Company

6285 Tri-Ridge Boulevard

Loveland, Ohio 45140

Facsimile: (513) 965-2849

Attn: Mary Laschinger

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If to the Representative, to:

UWW Holdings, LLC

6600 Governors Lake Parkway

Norcross, GA 30071

Facsimile: (770) 659-4618

Attn:         Chief Executive Officer

                 General Counsel

with a copy (which shall not constitute notice) to:

Bain Capital Partners, LLC

200 Clarendon Street

Boston, MA 02116

Facsimile: (617) 516-2010

Attn:         Matt Levin

                 Seth Meisel

and

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

Facsimile: (312) 862-2200

Attn:         Matthew E. Steinmetz, P.C.

                 Jeffrey W. Richards, P.C.

                 Neal J. Reenan

Any party may change its address or fax number by giving the other party written notice of its new address or fax number in the manner set forth above.

Section 7.02 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile or electronic transmission (including by pdf) shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.03 Entire Agreement; Third Party Beneficiaries. This Agreement, together with the Merger Agreement and the agreements and documents referenced therein, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof (including that certain Non-binding Letter of Intent by and between International Paper Company and UWWH, dated as of April 19, 2013). This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns. The parties to this Agreement agree that the Beneficiaries are expressly made third party beneficiaries to this Agreement. Except as otherwise provided in the preceding sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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Section 7.04 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Section 7.05 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.06 Successors; Assignment; Amendments; Waivers.

(a) The Representative may, solely in its capacity as Representative, assign this Agreement to any Person without the written consent of Spinco and any such assignee shall be treated as the successor to the Representative, provided that any assignment of rights as a Beneficiary shall be made pursuant to Section 7.06(b). Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned, in whole or in part, by operation of law or otherwise, by or on behalf of Spinco without the prior written consent of the Representative.

(b) Subject to this Section 7.06(b), each Beneficiary may freely assign or transfer its rights under this Agreement without the prior written consent of Spinco to (i) any Equity holder or its affiliates or (ii) any lender as collateral security. If a Beneficiary (including any transferee of any Beneficiary) proposes to transfer any of its rights (a “Proposed Transferor”) other than as set forth in the immediately preceding sentence to any Person or Persons, then the Proposed Transferor shall first give written notice (a “Proposed Transfer Notice”) to Spinco at least sixty (60) days prior to the proposed transfer setting forth (i) the name of the proposed transferee, (ii) the price (the “Proposed Price”), (iii) the other material terms and conditions of such transfer and (iv) any other information about such transfer that is reasonably requested by Spinco. The Proposed Transfer Notice shall contain an irrevocable offer to transfer such rights to Spinco (in the manner set forth below) at the Proposed Price and on the terms and conditions described in the Proposed Transfer Notice. Spinco shall thereafter have the right exercisable by written notice (the “Acceptance Notice”) to the Proposed Transferor within thirty (30) days after receipt of the Proposed Transfer Notice to acquire all (but not less than all) such rights at the Proposed Price and on the same terms and conditions as provided in the Proposed Transfer Notice. If at the end of such thirty (30)-day period, Spinco has not delivered an Acceptance Notice, the Proposed Transferor may, during the succeeding sixty (60)-day period (subject to extension to the extent necessary to obtain required governmental or other approvals), transfer its rights covered by the Proposed Transfer Notice to a transferee at the Proposed Price and on the same terms and conditions as provided in the Proposed Transfer Notice. After such transfer, the Proposed Transferor shall notify Spinco of the consummation thereof and shall furnish such evidence of the completion of such transfer and of the terms thereof as may reasonably be requested by Spinco. If, at the end of sixty (60) days following the expiration of the thirty (30)-

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day period during which Spinco is entitled hereunder to deliver an Acceptance Notice, the Proposed Transferor has not completed the transfer of such rights as aforesaid, any such transfer by the Proposed Transferor shall again be subject to the provisions of this Section 7.06(b) with respect to a proposed subsequent transfer. Any assignment or transfer of a Beneficiary’s rights meeting the requirements of this paragraph shall be referred to herein as a “Permitted Assignment” and Schedule B hereto shall be amended to reflect such Permitted Assignment and the change in the Applicable Percentage of the assignor and assignee.

(c) No provision of this Agreement may be amended unless such amendment is approved in writing by Spinco and the Representative, whereupon the Beneficiaries shall be bound. No provision of this Agreement may be waived unless such waiver is in writing and signed by Spinco or the Representative, as applicable, against whom the waiver is to be effective.

(d) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives, including any transferee pursuant to a Permitted Assignment. Spinco shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Spinco, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Spinco would be required to perform if no such succession had taken place.

Section 7.07 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.08 Resolution of Disputes.

(a) Other than with respect to any disputes under Section 2.02, 6.02 or 7.14 (which are to be resolved pursuant to Section 7.09), any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single arbitrator in accordance with the CPR Rules for Non-Administered Arbitration then in effect (the “Rules”). The place of arbitration shall be New York, New York. The parties shall jointly select a single arbitrator who shall have the authority to hold hearings and to render a decision in accordance with the Rules. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) calendar days of the receipt of the request for arbitration, the arbitrator shall be selected by the CPR. The arbitrator shall be a former judge. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq., and judgment on the award may be entered by any court having jurisdiction thereof. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of paragraph (a), either party may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder,

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and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Beneficiary (through the Representative) (i) expressly consents to the application of paragraph (c) of this Section 7.08 to any such action or proceeding, and (ii) irrevocably appoints Spinco as its agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise the Representative of any such service of process, shall be deemed in every respect effective service of process upon all Beneficiaries in any such action or proceeding.

(c) (1) SPINCO AND THE BENEFICIARIES (THROUGH THE REPRESENTATIVE) HEREBY IRREVOCABLY AGREE THAT ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 7.08 SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). The parties acknowledge that the forum designated by this paragraph (c) has a reasonable relation to this Agreement and to the parties’ relationship with one another.

(i) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in paragraph (c)(i) of this Section 7.08 and such parties agree not to plead or claim the same.

(ii) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 7.09 Reconciliation. Notwithstanding the provisions of Section 7.08, in the event that Spinco and the Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.02, 6.02 or 7.14 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with Spinco or the Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of

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Commerce Centre for Expertise. The Expert shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days, or as soon thereafter as is reasonably practicable, after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement is due or any Tax Return reflecting the subject of a disagreement is due, such payment shall be made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by Spinco, subject to adjustment (by an increase or decrease in the amount of subsequent payments otherwise due under this Agreement) or amendment of such Tax Returns upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by Spinco, except as provided in the next sentence. Each of Spinco and the Representative shall bear its own costs and expenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on Spinco and all Beneficiaries and may be entered and enforced in any court having jurisdiction. These procedures described in this Section 7.09 shall be referred to as the “Reconciliation Procedures.”

Section 7.10 Withholding. Spinco shall be entitled to deduct and withhold from any amount payable to a Beneficiary pursuant to this Agreement such amounts as Spinco is required to deduct and withhold under the Code or any provision of state, local or foreign tax law, with respect to entering into or making payments under this Agreement. To the extent that amounts are so withheld and paid over to the appropriate governmental authority by Spinco, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Beneficiary in respect of whom such withholding was made. Spinco shall provide evidence of such payment to such Beneficiary. To the extent the amount of any withholding hereunder cannot be finally determined until after such withholding is required to be made, Spinco shall be entitled to deduct and withhold the maximum amount of tax that, in Spinco’s reasonable judgment, may be required to be remitted to the applicable government authority, and after the applicable amount of withholding is finally determined, Spinco shall promptly pay over any excess withheld amounts to the applicable Beneficiary.

Section 7.11 Affiliated Corporations; Admission of Spinco into a Consolidated Group. If Spinco is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated, combined or unitary income tax return pursuant to Sections 1501 et seq. of the Code or any comparable provision of applicable state, local or foreign Tax law: (i) the provisions of this Agreement relating to Spinco shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole.

Section 7.12 Confidentiality.

(a) The Representative and the Beneficiaries (through the Representative) and each of its assignees acknowledges and agrees that the information of Spinco is confidential and, except in the course of performing any duties as necessary for Spinco and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, shall keep and retain in the strictest confidence and not to disclose to any Person all confidential matters, acquired

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pursuant to this Agreement, of Spinco or the Beneficiaries. This Section 7.12 shall not apply to (i) any information that has been made publicly available by Spinco or any of its Affiliates, becomes public knowledge (except as a result of an act of a Representative or Beneficiary in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for the Beneficiaries to prepare and file their Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such returns. Notwithstanding anything to the contrary contained in this Section 7.12 or elsewhere in this Agreement, nothing herein shall prohibit, limit or restrict Bain Capital Partners, Inc. and its Affiliates (collectively, “Bain”) from communicating in the ordinary course with its Affiliates (other than any of its portfolio companies), limited partners, other Bain investors, Bain employees or prospective limited partners or investors with respect to this Agreement and the transactions contemplated hereby or from monitoring and enforcing its rights or the rights of its Affiliates hereunder.

(b) If the Representative or a Beneficiary or its assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, Spinco shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Spinco or any of its Subsidiaries and the accounts and funds managed by Spinco and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 7.13 Representative.

(a) Appointment. Without further action of any of Spinco, the Representative or the Beneficiaries, and as partial consideration of the benefits conferred by this Agreement, the Representative is hereby irrevocably constituted and appointed, with full power of substitution, to act in the name, place and stead of each Beneficiary with respect to the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement. The power of attorney granted herein is coupled with an interest and is irrevocable and may be delegated by the Representative. No bond shall be required of the Representative and the Representative shall receive no compensation for their services.

(b) Expenses. If at any time a Representative shall incur out of pocket expenses in connection with the exercise of its duties hereunder, upon written notice to Spinco from the Representative of documented costs and expenses (including fees and disbursements of counsel and accountants) incurred by the Representative in connection with the performance of its rights or obligations under this Agreement and the taking of any and all actions in connection therewith, Spinco shall reduce any future payments (if any) due to the Beneficiaries by the amount of such expenses which it shall instead remit directly to the requesting Representative. In connection with the performance of its rights and obligations under this Agreement and the taking of any and all actions in connection therewith, a Representative shall not be required to expend any of its own funds (though, for the avoidance of doubt, it may do so at any time and from time to time in its sole discretion).

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(c) Limitation on Liability. The Representative shall not be liable to the Beneficiaries for any act of the Representative arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent any liability, loss, damage, penalty, fine, cost or expense is actually incurred by such Beneficiary as a direct result of the gross negligence, bad faith or willful misconduct of the Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment). The Representative shall not be liable for, and shall be indemnified by the Beneficiaries for, any liability, loss, damage, penalty or fine incurred by the Representative (and any cost or expense incurred by the Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the direct result of the gross negligence, bad faith or willful misconduct of the Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment); provided, however, in no event shall the Beneficiaries be obligated to indemnify the Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such Beneficiary hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such Beneficiary.

(d) Actions of the Representative. A decision, act, consent or instruction of the Representative shall constitute a decision of all Beneficiaries and shall be final, binding and conclusive upon each Beneficiary, and Spinco may rely upon any decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each Beneficiary. Spinco is hereby relieved from any liability to any person for any acts done by Spinco in accordance with any such decision, act, consent or instruction of the Representative.

Section 7.14 Tax Characterization of the Agreement. Spinco and Holdings acknowledge and agree that, for U.S. federal income tax purposes, it is intended that the rights received by Holdings under this Agreement: (i) constitute “other property” with respect to the Merger within the meaning of Section 356 of the Code, and (ii) constitute an “installment obligation” as such term is used in Section 453 of the Code. Within one-hundred and twenty (120) calendar days of the Merger, Spinco shall provide to the Representative a schedule showing in reasonable detail the calculation of fair market value, as of the date hereof, of the rights received by Holdings under this Agreement (the “Fair Market Value Schedule”). Spinco and the Representative shall negotiate in good faith to resolve any disputes over the Fair Market Value Schedule during the sixty (60) calendar days following the Representative’s receipt of the schedule. If Spinco and the Representative are unable to resolve such dispute within such 60-day period, Spinco and the Representative shall employ the Reconciliation Procedures. Spinco and Holdings acknowledge and agree that, for U.S. federal income tax purposes, the rights received by Holdings under this Agreement shall have a fair market value as of the date hereof equal to the amount set forth on the Fair Market Value Schedule, as finally determined. Except as required by applicable law, neither Holdings nor Spinco shall take any position inconsistent with the foregoing on any Tax Return.

(Signatures on following pages)

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IN WITNESS WHEREOF, Spinco and the Representative have duly executed this Agreement as of the date first written above.

By: UWW HOLDINGS, LLC

/s/

Name:

Title:

By: XPEDX HOLDING COMPANY

/s/

Name:

Title:

Signature Page to Tax Receivable Agreement

Schedule A

Schedule B

Exhibit D

Form of Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

BETWEEN

UWW HOLDINGS, LLC

AND

XPEDX HOLDING COMPANY

Dated as of                     , 2014

TABLE OF CONTENTS

			Page
1.	DEMAND REGISTRATIONS			1
	1.1.	Requests for Registration		1
	1.2.	Demand Notice		1
	1.3.	Short-Form Registrations		2
	1.4.	Shelf Registrations		2
	1.5.	Priority on Demand Registrations		2
	1.6.	Selection of Underwriters		2
	1.7.	Other Registration Rights		3
2.	RESTRICTIONS ON REGISTRATIONS			3
	2.1.	Restrictions on Demand Registrations		3
	2.2.	Right to Defer or Suspend Registrations		3
3.	PIGGYBACK REGISTRATIONS			4
	3.1.	Right to Piggyback		4
	3.2.	Priority on Primary Registrations		5
	3.3.	Priority on Secondary Registrations		5
4.	REGISTRATION AND COORDINATION GENERALLY			5
	4.1.	Registration Procedures		5
	4.2.	Registration Expenses		10
	4.3.	Participation in Underwritten Offerings; Suspension of Dispositions		11
	4.4.	Lock-Up Agreements		11
	4.5.	Current Information; Rule 144 Reporting		12
	4.6.	Shelf Take-Down Procedures		12
	4.7.	Right to Terminate Registration		13
5.	INDEMNIFICATION			13
	5.1.	Indemnification by the Company		13
	5.2.	Indemnification by Holders of Investor Registrable Securities		13
	5.3.	Procedure		14
	5.4.	Entry of Judgment; Settlement		14
	5.5.	Contribution		15
	5.6.	Other Rights		16
	5.7.	Indemnification Payments		16
	5.8.	Survival		16
6.	DEFINITIONS AND RULES OF CONSTRUCTION			16
	6.1.	Definitions		16
	6.2.	Rules of Construction		19
7.	MISCELLANEOUS			20
	7.1.	Term		20
	7.2.	No Inconsistent Agreements		20

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7.3.	Adjustments Affecting Investor Registrable Securities	20
7.4.	Board of Directors Matters	20
7.5.	Restriction on Acquisitions of Common Stock by the Investor	20
7.6.	Remedies	20
7.7.	Amendment and Waiver	21
7.8.	Successors and Assigns; Permitted Transferees	21
7.9.	Severability	21
7.10.	Counterparts	21
7.11.	Descriptive Headings; No Strict Construction	21
7.12.	Notices	22
7.13.	Electronic Delivery	23
7.14.	Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL	23
7.15.	Exercise of Rights and Remedies	24
7.16.	Dilution	24

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made as of             , 2014 by and among:

(i) xpedx Holding Company, a Delaware corporation (together with its successors and permitted assigns, the “Company”); and

(ii) UWW Holdings, LLC, a Delaware limited liability company (the “Investor”).

Unless otherwise noted herein, capitalized terms used herein shall have the meanings set forth in Section 6.

RECITALS

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

WHEREAS, the execution and delivery of this Agreement is a condition to the consummation of the transactions under the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

AGREEMENT

1. DEMAND REGISTRATIONS.

1.1. Requests for Registration. Subject to Section 2 and the other terms and conditions of this Agreement, at any time following the date that is 180 days after the Closing Date, the Investor on behalf of holders of the Investor Registrable Securities may initiate (a) up to three (3) registrations of all or part of the Investor Registrable Securities on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”); provided, however, that a registration shall not count as one of the permitted Long-Form Registrations until it has become effective; and (b) if available, an unlimited number of registrations of all or part of the Investor Registrable Securities on Form S-3 or any successor short-form registration (“Short-Form Registrations”).

1.2. Demand Notice. All requests for Demand Registrations shall be made only by the Investor giving written notice to the Company (a “Demand Notice”). Each Demand Notice shall specify the approximate number of Investor Registrable Securities requested to be registered and the intended methods of disposition. Within seven (7) days after receipt of any such Demand Notice, the Company shall give written notice of such requested registration to all other holders of Investor Registrable Securities and, subject to Section 1.5, shall include in such registration (and in all related registrations and qualifications under state securities laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the delivery of the Company’s notice.

1.3. Short-Form Registrations. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use Form S-3 or any successor short-form registration. The Company will use its reasonable best efforts to make Short-Form Registrations available for the sale of Investor Registrable Securities.

1.4. Shelf Registrations. Whenever the Company is permitted to use Form S-3 or any successor short-form registration, the Investor on behalf of holders of the Investor Registrable Securities may require the Company to file any Demand Registration with the Securities and Exchange Commission in accordance with and pursuant to Rule 415 under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”) for the sale or distribution by the holders of Investor Registrable Securities on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including by way of an underwritten offering, block sale or other distribution plan, and the Company shall use its reasonable best efforts to cause such registration statement to be filed and declared effective under the Securities Act in accordance with Section 4 hereof. Once effective, the Company shall cause the Shelf Registration to remain effective for a period ending on the date on which all Investor Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration. In connection with a takedown requested by the Investor on behalf of holders of the Investor Registrable Securities pursuant to any Shelf Registration, the Company shall (i) cooperate with the Investor and take all actions reasonably requested by the Investor in connection therewith and (ii) comply with Section 4.6 below.

1.5. Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Investor Registrable Securities without the prior written consent of the Investor which shall not be unreasonably withheld, conditioned or delayed. In any Underwritten Offering, if the managing underwriter(s) advises the Company in writing that in its opinion the number of Investor Registrable Securities and, if permitted hereunder, other securities requested to be included in such Underwritten Offering exceeds the number of Investor Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, then the Company shall include in such registration only such number of shares of Common Stock that in the opinion of the managing underwriter(s) can be sold without adversely affecting the marketability of the offering, which shares shall be included in the following order of priority: (a) first, the Investor Registrable Securities for which registration was requested, pro rata among the holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by each such holder, (b) second, any securities proposed to be registered by the Company and (c) third, any other securities proposed to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

1.6. Selection of Underwriters. The Investor shall have the right to select the underwriter or underwriters to administer any underwriting offering in connection with a Demand Registration, subject to the Company’s approval which shall not be unreasonably withheld, conditioned or delayed.

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1.7. Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any Person with respect to any securities of the Company other than this Agreement.

2. RESTRICTIONS ON REGISTRATIONS.

2.1. Restrictions on Demand Registrations. The Company will not be obligated to file any registration statement with respect to any Demand Registration more than once in any 150-day period or more than two times in any 365-day period. The Company shall not be obligated to effect any Demand Registration unless the reasonably anticipated gross proceeds from the sale of Investor Registrable Securities in such Demand Registration are $40 million in the case of a Long-Form Registration and $15 million in the case of a Short-Form Registration; provided that if the Investor is proposing a Short-Form Registration to sell all of the remaining Investor Registrable Securities (assuming the exercise in full of any over-allotment option), the $15 million minimum Short-Form Registration limit shall not apply. Notwithstanding anything in this Agreement to the contrary, no Investor Registrable Securities may be registered, offered, sold or otherwise transferred under, and the Company shall not be required to maintain the effectiveness of, more than one registration statement with respect to Investor Registrable Securities at any time.

2.2. Right to Defer or Suspend Registrations. The Company may, at its option, (x) defer any registration or offering of Investor Registrable Securities in response to a Demand Notice or Take-Down Notice or (y) require holders to suspend any offering of Investor Registrable Securities, in either case for no more than 120 days in each 360-day period:

(a) if the Company is subject to any of its customary suspension or blackout periods, for all or part of such period;

(b) upon issuance by the Securities and Exchange Commission of a stop order suspending the effectiveness of any registration statement with respect to Investor Registrable Securities or the initiation of proceedings with respect to such registration statement under Section 8(d) or 8(e) of the Securities Act;

(c) if the Company believes that any such registration or offering (i) should not be undertaken because it would reasonably be expected to materially interfere with any material corporate development or plan or (ii) would require the Company, under applicable securities laws and other laws, to make disclosure of material nonpublic information that would not otherwise be required to be disclosed at that time and the Company believes in good faith that such disclosures at that time would not be in the Company’s best interests, provided that this exception (ii) shall continue to apply only during the time that such material nonpublic information has not been disclosed and remains material;

(d) if the Company elects at such time to offer Common Stock or other equity securities of the Company to (i) fund a merger, third-party tender offer or other business combination, acquisition of assets or similar transaction or (ii) meet rating agency and other capital funding requirements; and

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(e) if the Company is pursuing a primary underwritten offering of Common Stock pursuant to a registration statement; provided that the Investor shall have Piggyback Registration rights with respect to such primary underwritten offering in accordance with and subject to the restrictions set forth in Section 3;

provided that, in the case of a deferral by the Company of a Demand Registration, the Investor will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as a Demand Registration and the Company will pay all Registration Expenses in connection with such requested registration. Upon the occurrence of any of the conditions described in (a) through (e) above, the Company shall give prompt notice of such deferral or suspension (a “Suspension Notice”) to the Investor or, in the Company’s sole discretion, to each seller of Investor Registrable Securities included in any applicable registration statement. Upon the termination of such condition, the Company shall give prompt notice thereof (a “Suspension Termination Notice”) to the Investor and, if applicable, any sellers to whom a Suspension Notice was delivered. The Company shall promptly proceed with any Demand Registration that was suspended pursuant to this Section 2.2.

3. PIGGYBACK REGISTRATIONS.

3.1. Right to Piggyback. Whenever the Company proposes to register any of its Common Stock (whether or not in combination with any other equity or debt security or otherwise) under the Securities Act (other than pursuant to a Demand Registration or in connection with registration on Form S-4 or Form S-8 or any successor or similar forms, or relating solely to the sale of debt or convertible debt instruments) and the registration form to be used may be used for the registration of Investor Registrable Securities (a “Piggyback Registration”), the Company shall give written notice at least 20 days before the anticipated filing date to the Investor on behalf of the holders of the Investor Registrable Securities of its intention to effect such a registration. Each such Company notice shall specify the approximate number of shares of Common Stock to be registered. Subject to Sections 3.2 and 3.3 below, the Company will include in such registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Investor Registrable Securities with respect to which the Company has received from the Investor a written request for inclusion therein within 15 days after the delivery of such Company notice; provided that (i) each seller must sell its Investor Registrable Securities to the underwriter or underwriters selected by the Company in connection with such offering on the same terms and conditions as apply to the Company and (ii) if, at any time after giving notice to the Investor of its intention to effect such registration, the Company shall determine for any reason not to register any of its Common Stock under the Securities Act, the Company shall give notice to the Investor on behalf of such sellers and, thereupon, shall be relieved of its obligation to register any Investor Registrable Securities in connection with such registration and, except for the obligation to pay Registration Expenses pursuant to Section 4.2, the Company shall have no liability to the holders of Investor Registrable Securities in connection with such termination or withdrawal. The Company shall have the right to select the underwriter or underwriters to administer any underwritten offering in connection with such registration and related offering.

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3.2. Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriter(s) advises the Company in writing (with a copy to the Investor on behalf of each holder requesting registration of Investor Registrable Securities) that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering, the Company will include in such registration only such number of shares of Common Stock that in the opinion of the managing underwriter(s) can be sold without adversely affecting the marketability of the offering, which shares shall be included in the following order of priority: (a) first, the shares of Common Stock the Company proposes to sell, (b) second, the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such Investor Registrable Securities on the basis of the number of Investor Registrable Securities owned by such holder, and (c) third, any other shares of Common Stock requested to be included in such registration.

3.3. Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Common Stock (other than the holders of Investor Registrable Securities), and the managing underwriter(s) advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration only such number of shares of Common Stock that in the opinion of the managing underwriter(s) can be sold without adversely affecting the marketability of the offering, which shares shall be included in the following order of priority: (a) first, the shares of Common Stock requested to be included therein by the applicable holders requesting registration and the Investor Registrable Securities requested to be included in such registration, pro rata among the holders of such shares of Common Stock and Investor Registrable Securities on the basis of the number of shares owned by each such holder, and (b) second, any other shares of Common Stock requested to be included in such registration.

4. REGISTRATION AND COORDINATION GENERALLY

4.1. Registration Procedures. Whenever the Investor on behalf of holders of Investor Registrable Securities has requested that any Investor Registrable Securities be registered pursuant to this Agreement, the Company will use its reasonable best efforts to effect the registration and the sale of such Investor Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as expeditiously as possible:

(a) prepare and (within sixty (60) days after the end of the period within which a Demand Notice has been received) file with the Securities and Exchange Commission a registration statement, and all amendments and supplements thereto and related prospectuses, with respect to such Investor Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Investor copies of all such documents proposed to be filed, which documents will be subject to review by such counsel);

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(b) notify each holder of Investor Registrable Securities of (i) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (ii) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Investor Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iii) the effectiveness of each registration statement filed hereunder;

(c) prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary (i) to keep such registration statement effective until the holder or holders of Investor Registrable Securities have completed the distribution described in the registration statement relating to such distribution, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

(d) furnish to the Investor such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as the Investor may reasonably request in order to facilitate the disposition of the Investor Registrable Securities;

(e) use its reasonable best efforts to register or qualify such Investor Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in respect of doing business in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);

(f) promptly notify each seller of such Investor Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the prospective purchasers of such Investor Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

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(g) cause all such Investor Registrable Securities to be listed or quoted on each securities exchange on which similar securities issued by the Company are then listed or quoted;

(h) provide a transfer agent and registrar for all such Investor Registrable Securities not later than the effective date of such registration statement;

(i) enter into such customary agreements (including underwriting agreements in customary form) and perform the Company’s obligations thereunder and take all such other actions as the Investor or the managing underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Investor Registrable Securities;

(j) in the case of an Underwritten Offering, make available for inspection by the Investor on behalf of holders of Investor Registrable Securities, any managing underwriter participating in any disposition pursuant to such registration statement and any attorney or accountant retained by such sellers or any managing underwriter, all material financial and other records and pertinent corporate and business documents of the Company as will be reasonably necessary to enable them to exercise their due diligence responsibilities; provided that each such seller, any such managing underwriter, attorney or accountant will enter into a confidentiality agreement satisfactory to the Company;

(k) in the case of an Underwritten Offering, cooperate and participate as reasonably requested by the Investor or the managing underwriter(s) in road show presentations, in the preparation of the registration statement, each amendment and supplement thereto, the prospectus included therein, and other activities as the Investor or the managing underwriter(s) may reasonably request in order to facilitate the disposition of the Investor Registrable Securities;

(l) take all reasonable actions to ensure that any prospectus or Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder (i) complies in all material respects with the Securities Act, (ii) is filed in accordance with the Securities Act to the extent required thereby and is retained in accordance with the Securities Act to the extent required thereby, (iii) when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (iv) in the case of such prospectus or Free Writing Prospectus (when taken together with the related prospectus), will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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(m) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, but not later than eighteen (18) months after the effective date of the registration statement, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(n) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts to promptly obtain the withdrawal of such order;

(o) use its reasonable best efforts to cause such Investor Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Investor Registrable Securities;

(p) in the case of an Underwritten Offering, use its reasonable best efforts to make available the executive officers of the Company to participate with the Investor and any managing underwriter in any “road shows” or other selling efforts that may be reasonably requested by the Investor in connection with the methods of distribution for the Investor Registrable Securities;

(q) in the case of an Underwritten Offering, use its reasonable best efforts to obtain one or more comfort letters, signed by the Company’s independent public accountants in the then-current customary form and covering such matters of the type customarily covered from time to time by comfort letters as the managing underwriter(s) reasonably requests;

(r) in the case of an Underwritten Offering, use its reasonable best efforts to provide a legal opinion of the Company’s outside counsel, addressed to the managing underwriters, with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in the then-current customary form and covering such matters of the type customarily covered from time to time by legal opinions of such nature;

(s) cooperate with the sellers of Investor Registrable Securities covered by the registration statement and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates, if any (not bearing any restrictive legends), representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter(s), if any, or such holders may request;

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(t) notify counsel for the Investor on behalf of the sellers of the Investor Registrable Securities included in the registration statement and the managing underwriter(s), if any, promptly, and confirm the notice in writing (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(u) use its reasonable best efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus;

(v) in the case of an Underwritten Offering, if requested by the managing underwriter(s) or by the Investor, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter(s) or the Investor reasonably requests to be included therein, including, with respect to the number of Investor Registrable Securities being sold by each holder to such underwriter, the purchase price being paid therefor by such underwriter and with respect to any other terms of the underwritten offering of the Investor Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment; and

(w) in the case of an Underwritten Offering, cooperate with the Investor on behalf of the sellers of Investor Registrable Securities and each managing underwriter participating in the disposition of such Investor Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

The Company may require the Investor or the holders of Investor Registrable Securities covered by the registration statement to furnish in writing to the Company such information relating to the sellers of Investor Registrable Securities and the sale or registration of the Investor Registrable Securities by such sellers and the distribution thereof as the Company may from time to time reasonably request in writing. In the event of a Piggyback Registration, if within 15 days

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of the receipt of a written request from the Company, any such seller fails to provide to the Company any information relating to the such seller that is required by applicable law to be disclosed in any registration statement, the Company may exclude such seller’s Investor Registrable Securities from such registration statement.

If any registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if in such holder’s sole and exclusive judgment, such holder is or might be deemed to be an underwriter or a controlling person of the Company, such holder shall have the right to (i) require the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, require the deletion of the reference to such holder; provided, that with respect to this clause (ii), if requested by the Company, such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.

4.2. Registration Expenses.

(a) All (i) expenses incident to the Company’s performance of or compliance with this Agreement (including, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding underwriting discounts, selling commissions and transfer taxes applicable to the sale of the Investor Registrable Securities hereunder, which shall be borne by holders of Investor Registrable Securities covered by the registration statement ) and other Persons retained by the Company (all such expenses being herein called “Registration Expenses”) and (ii) Selling Expenses will be paid by the Company in respect of each Demand Registration (including any Shelf Offering) and each Piggyback Registration, whether or not it has become effective, including that the Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed.

(b) In connection with each Demand Registration (including any Shelf Offering) and each Piggyback Registration, whether or not it has become effective, the Company will pay, and reimburse the holders of Investor Registrable Securities covered by such registration for the payment of, the reasonable fees and disbursements of one counsel selected by Investor and such expenses shall be considered Registration Expenses hereunder.

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4.3. Participation in Underwritten Offerings; Suspension of Dispositions. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Investor Registrable Securities will be required to sell more than the number of Investor Registrable Securities that such holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with the Company’s reasonable requests in connection with such registration.

(b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any Suspension Notice pursuant to Section 2.2 or any notice from the Company of the happening of any event of the kind described in Section 4.1(f) above, such Person will forthwith discontinue the disposition of its Investor Registrable Securities pursuant to the registration statement until such Person’s receipt of the Suspension Termination Notice as contemplated by Section 2.2 or the copies of a supplemented or amended prospectus as contemplated by such Section 4.1(f), as the case may be. In the event the Company shall give any such notice, the applicable time period mentioned in Section 4.1(c) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of an Investor Registrable Security covered by such registration statement shall have received the Suspension Termination Notice contemplated by Section 2.2 or the copies of the supplemented or amended prospectus contemplated by Section 4.1(f).

4.4. Lock-Up Agreements.

(a) The Company shall not effect any public sale or distribution of its Common Stock or any securities convertible into or exchangeable or exercisable for its Common Stock during (a) with respect to any underwritten Demand Registration or any underwritten Piggyback Registration in which Investor Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (b) upon notice from the Investor on behalf of holders of the Investor Registrable Securities of the intention to effect an Underwritten Offering of Investor Registrable Securities pursuant to a Shelf Registration, the seven (7) days prior to and the ninety (90)-day period beginning on the date of the commencement of such distribution; in each case except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8, and in each case unless the managing underwriter(s) otherwise requires.

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(b) No holder of Investor Registrable Securities shall effect any public sale or distribution of any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock during (a) with respect to any underwritten Demand Registration or any underwritten Piggyback Registration in which Investor Registrable Securities are included, the seven days prior to and the 90-day period beginning on the date of the commencement of such registration, and (b) upon notice from the Company of the commencement of an underwritten distribution of its Common Stock, the seven days prior to and the 90-day period beginning on the date of the commencement of such distribution; in each case except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8, and in each case unless the managing underwriter(s) otherwise requires.

4.5. Current Information; Rule 144 Reporting.

At all times after the date of this Agreement, the Company will use its reasonable best efforts to timely file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder at any time when the Company is subject to such reporting requirements, and will take such further action as any holder or holders of Investor Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Investor Registrable Securities pursuant to Securities Act Rule 144.

4.6. Shelf Take-Down Procedures. At any time that a Shelf Registration is effective, if the Investor on behalf of holders of the Investor Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that they intend to effect an offering of all or part of the Investor Registrable Securities included on such registration, whether such offering is underwritten or non-underwritten (a “Shelf Offering”) and stating the number of the Investor Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement such registration as may be necessary in order to enable such Investor Registrable Securities to be distributed pursuant to the Shelf Offering. The Company will not be obligated to effect any Shelf Offering unless the reasonably anticipated aggregate gross proceeds from the sale of Investor Registrable Securities from such Shelf Offering are at least $15 million; provided that if the Investor is proposing a Shelf Offering to sell all of the remaining Investor Registrable Securities (assuming the exercise in full of any over-allotment option), the $15 million minimum Shelf Offering limit shall not apply. In connection with any Shelf Offering that is an underwritten offering, in the event that the managing underwriter(s) advises the Company in writing that in its opinion the number of Investor Registrable Securities to be included in such Shelf Offering exceeds the number of Investor Registrable Securities which can be sold therein without adversely affecting the marketability of the offering, such managing underwriter(s) may limit the number of Investor Registrable Securities which would otherwise be included in such Shelf Offering in the same manner as is described in Section 1.5. The Company shall deliver the Take-Down Notice to all other holders of Investor Registrable Securities included on such Shelf Registration and permit each such holder to include its Investor Registrable Securities included on such registration in the Shelf Offering if such holder notifies the Investor and the Company within five (5) days after delivery of the Take-Down Notice to such holder.

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4.7. Right to Terminate Registration. The Investor shall have the right to terminate or withdraw any registration initiated under Section 1 prior to the effectiveness of such registration and, for purposes of this Agreement, such terminated or withdrawn registration shall not count as one of the Investor’s Demand Registrations. The Registration Expenses of any such terminated or withdrawn registration shall be borne by the Company in accordance with Section 4.2 hereof.

5. INDEMNIFICATION.

5.1. Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Investor and each holder of Investor Registrable Securities and, as applicable, their respective officers, directors, trustees, employees, unitholders, holders of beneficial interests, members, general and limited partners, agents and representatives and each Person who controls the Investor or such holder (within the meaning of the Securities Act) (collectively, “Investor Indemnitees”) against any and all losses, claims, actions, damages, liabilities and expenses (including reasonable attorney’s fees and expenses), to which the Investor or any such holder or Investor Indemnitee may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, result from or are based upon (a) any untrue or alleged untrue statement of material fact contained in any registration statement of the Company under the Securities Act that covers any Investor Registrable Securities pursuant to this Agreement, or prospectus or preliminary prospectus or any amendment thereof or supplement thereto relating to the Investor Registrable Securities, together with any documents incorporated therein by reference, or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading. In addition, the Company will reimburse the Investor and each such holder and Investor Indemnitee for any legal or any other expenses, including any amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, action, damage, liability or expense (or action or proceeding in respect thereof) arises out of, results from or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, in reliance upon, and in conformity with, written information prepared and furnished to the Company by or on behalf of such holder expressly for use therein.

5.2. Indemnification by Holders of Investor Registrable Securities. In connection with any registration statement in which a holder of Investor Registrable Securities is participating, each such holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify and hold harmless the Company and its officers, directors, employees, agents, representatives, trustees and each Person who controls the Company (within the meaning of the Securities Act) (collectively, the “Company Indemnitees”) against any losses, claims, damages, liabilities and expenses (including reasonable attorney’s fees and expenses) to which the Company or any such Company Indemnitee may

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become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, result from or are based upon (a) any untrue or alleged untrue statement of material fact contained in any registration statement of the Company under the Securities Act that covers any Investor Registrable Securities pursuant to this Agreement, or prospectus or preliminary prospectus or any amendment thereof or supplement thereto relating to the Investor Registrable Securities, together with any documents incorporated therein by reference, or (b) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in the case of each of (a) and (b), only to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, any such prospectus or preliminary prospectus or any amendment thereof or supplement thereto, together with any documents incorporated therein by reference, in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of such holder expressly for use therein. In addition, such holder will reimburse the Company and each such Company Indemnitee for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be individual (and not join and several) to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Investor Registrable Securities pursuant to such registration statement, less any other amounts paid by such holder in respect of such untrue statement, alleged untrue statement, omission or alleged omission.

5.3. Procedure. Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, that the failure of any indemnified party to give such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by such failure to give such notice), and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

5.4. Entry of Judgment; Settlement. The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

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5.5. Contribution. If the indemnification provided for in this Section 5 is, other than expressly pursuant to its terms, unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (a) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the sellers of Investor Registrable Securities and any other sellers participating in the registration statement on the other hand from the sale of Investor Registrable Securities pursuant to the registered offering of securities as to which indemnity is sought, or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect the relative benefits referred to in clause (a) above but also the relative fault of the Company on the one hand and of the sellers of Investor Registrable Securities and any other sellers participating in the registration statement on the other hand in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand, and the sellers of Investor Registrable Securities and any other sellers participating in the registration statement on the other hand, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Investor Registrable Securities and any other sellers participating in the registration statement. The relative fault of the Company on the one hand, and of the sellers of Investor Registrable Securities and any other sellers participating in the registration statement on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged statement or omission to state a material fact relates to information supplied by the Company or by the sellers of Investor Registrable Securities or other sellers participating in the registration statement and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the sellers of Investor Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, no seller of Investor Registrable Securities shall be required to contribute any amount in excess of the net proceeds received by such seller from the sale of Investor Registrable Securities covered by the registration statement filed pursuant hereto, less any other amounts paid by such seller in respect of such untrue statement, alleged untrue statement, omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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5.6. Other Rights. The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of Investor Registrable Securities and the termination or expiration of this Agreement.

5.7. Indemnification Payments.

The indemnification required by this Section 5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills or invoices relating thereto are received or liability is incurred, subject to refund if the party receiving such payments is subsequently found not to have been entitled thereto hereunder.

5.8. Survival.

The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, agent or employee and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls (within the meaning of the Securities Act) such indemnified party, and will survive the transfer of securities.

6. DEFINITIONS AND RULES OF CONSTRUCTION.

6.1. Definitions.

“Affiliate” of any particular Person shall mean any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise.

“Board” shall mean the Board of Directors of the Company.

“Business Day” shall mean any day, other than a Saturday, Sunday or one on which banks are authorized by Law to close in New York, New York.

“Closing Date” shall have the meaning set forth in the Merger Agreement.

“Common Stock” shall have the meaning set forth in the recitals hereof.

“Demand Registrations” shall mean Long-Form Registrations and Short-Form Registrations requested pursuant to Section 1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

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“FINRA” means the Financial Industry Regulatory Authority (or any successor thereto).

“Free Writing Prospectus” shall mean a free-writing prospectus, as defined in Rule 405.

“Investor Registrable Securities” shall mean (a) all shares of Common Stock issued to the Investor pursuant to the Merger Agreement and (b) any equity securities of the Company issued or issuable directly or indirectly with respect to the foregoing securities referred to in clause (a) immediately above, in each case, by way of stock dividend or stock split or in connection with a combination or exchange of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Investor Registrable Securities, such shares will continue to be Investor Registrable Securities in the hands of any Permitted Transferee thereof, and such shares will cease to be Investor Registrable Securities (i) when they have been effectively registered or qualified for sale by prospectus filed under the Securities Act and disposed of in accordance with the registration statement covering them, (ii) when they have been sold to the public pursuant to Securities Act Rule 144 or other exemption from registration under the Securities Act, (iii) when they have been repurchased by the Company or a subsidiary of the Company or (iv) when the aggregate number of Investor Registrable Securities held by the Investor and its Affiliates cease to equal at least 3% of (X) the outstanding shares of Common Stock and (Y) any equity securities of the Company issued or issuable directly or indirectly with respect to the foregoing securities referred to in clause (X) immediately above by way of stock dividend or stock split or in connection with a combination or exchange of shares, recapitalization, merger, consolidation or other reorganization.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

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“Permitted Transferee” shall mean (i) any Affiliate of the Investor, (ii) any successor entity or with respect to an investor organized as a trust, any successor trustee or co-trustee of such trust or (iii) any direct or indirect partner, investor or member of the Investor or any Affiliate of the Investor; provided that, in each case described in clauses (i), (ii) and (iii), only to the extent such transferee agrees to be bound by the terms of this Agreement in accordance with the provisions hereof (it being understood that any Transfer not made in accordance with the terms hereof shall be deemed not a Transfer to a Permitted Transferee). In addition, any Person shall be a Permitted Transferee of the Permitted Transferees of itself.

“Rule 144” shall mean Securities and Exchange Commission Rule 144 under the Securities Act, as Rule 144 may be amended from time to time, or any similar successor rule that may be issued by the Securities and Exchange Commission.

“Rule 405” shall mean Securities and Exchange Commission Rule 405 under the Securities Act, as Rule 405 may be amended from time to time, or any similar successor rule that may be issued by the Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933 and the rules promulgated thereunder, in each case as amended from time to time.

“Securities and Exchange Commission” includes any governmental body or agency succeeding to the functions thereof.

“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force.

“Selling Expenses” means all transportation and other expenses incurred by or on behalf of the Company or any underwriters, or their representatives, in connection with “roadshow” presentations and the holding of meetings with potential investors to facilitate the distribution and sale of the Investor Registrable Securities.

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“Transfer” shall mean any sale, pledge, assignment, encumbrance or other transfer or disposition of any Investor Registrable Securities (or any voting or economic interest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“Underwritten Offering” shall mean a broadly distributed bona fide underwritten registered public offering of any Investor Registrable Securities.

6.2. Rules of Construction.

Capitalized terms used in this Agreement that are not defined in Section 6.1 have the meanings specified elsewhere in this Agreement. Defined terms used in this Agreement in the singular shall import the plural and vice versa. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Sections shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Any statute or laws defined or referred to herein shall include any rules, regulations or forms promulgated thereunder from time to time and as from time to time, amended, amended and restated, modified or supplemented, including by succession of comparable rules, regulations or forms. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, amended and restated, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Any reference to the number of shares of capital stock of the Company means such shares of capital stock of the Company as appropriately adjusted to give effect to any share combinations or exchanges, restructuring or other recapitalizations of the Company or its capital structure. Any reference herein to the holder of a particular class or series of capital stock of the Company shall be a reference to such Person solely in its capacity as a holder of that particular class or series of such capital stock of the Company. For purposes of this Agreement, the obligation of a party to use its “reasonable best efforts” to achieve a particular result may require such party to expend resources, incur costs or expenses, or pay amounts, in each case to the extent such expenditures, costs, expenses or payments, together with all other actions to be taken by such party in pursuit of such result, would constitute the exercise of such party’s “reasonable best efforts”.

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7. MISCELLANEOUS.

7.1. Term. This Agreement will be effective as of the date hereof and will continue in effect thereafter until the earliest of (a) its termination by the written consent of the parties hereto or their respective successors in interest, (b) the date on which no Investor Registrable Securities remain outstanding and (c) the dissolution, liquidation or winding up of the Company.

7.2. No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which violates the rights granted to the holders of Investor Registrable Securities in this Agreement.

7.3. Adjustments Affecting Investor Registrable Securities. The Company will not take any action, or permit any change to occur, with respect to its securities which would materially and adversely affect the ability of any holder of Investor Registrable Securities to include its Investor Registrable Securities in a registration undertaken pursuant to this Agreement.

7.4. Board of Directors Matters.

Upon the Investor and its Affiliates in the aggregate ceasing to hold at least 3% of (i) the outstanding shares of Common Stock and (ii) any equity securities of the Company issued or issuable directly or indirectly with respect to the foregoing securities referred to in clause (i) immediately above by way of stock dividend or stock split or in connection with a combination or exchange of shares, recapitalization, merger, consolidation or other reorganization, any individual nominated to the Board by the Investor shall promptly tender his or her resignation to the Board and, unless a majority of the Board affirmatively votes not to accept such director’s resignation, such director shall no longer remain a director of the Company.

7.5. Restriction on Acquisitions of Common Stock by the Investor.

Commencing on the Closing Date and ending on the second anniversary thereof (immediately upon which, the restrictions set forth in this Section 7.5 will be of no further force or effect with respect to the Investor or any other holder of Investor Registrable Securities), the Investor will not acquire any shares of Common Stock, other than shares of Common Stock issued in respect of outstanding shares of Common Stock by way of stock dividend or stock split or in connection with a combination or exchange of shares, recapitalization, merger, consolidation or other reorganization. In the event that the Investor desires to Transfer to a Permitted Transferee prior to the second anniversary of the Closing Date, such Permitted Transferee shall, as a condition to such Transfer, enter into an agreement with the Company to be bound by this Section 7.5 (it being understood that any Transfer prior to the second anniversary of the Closing Date not made in accordance with the terms hereof shall be deemed not a Transfer to a Permitted Transferee).

7.6. Remedies. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies at law or in equity existing in its favor, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

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7.7. Amendment and Waiver. This Agreement may be amended, modified, extended, terminated or waived (an “Amendment”), and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Investor; provided that the admission of new parties pursuant to the terms of Section 7.8 shall not constitute an amendment of this Agreement for the purposes of this Section 7.7. Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party. The failure of any party to enforce any provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. To the extent the Amendment of any Section of this Agreement would require a specific consent pursuant to this Section 7.7, any Amendment to the definitions used in such Section as applied to such Section shall also require the same specified consent.

7.8. Successors and Assigns; Permitted Transferees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Investor Registrable Securities shall cease to be Investor Registrable Securities after any Transfer to any Person other than a Permitted Transferee. Prior to the Transfer of any Investor Registrable Securities to any Permitted Transferee, and as a condition thereto, the Investor shall cause such Permitted Transferee to deliver to the Company its written agreement, in form and substance reasonably satisfactory to the Company, to be bound by the terms and conditions of this Agreement.

7.9. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

7.10. Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile or electronic transmission in portable document format (i.e., pdf)), each of which shall be an original and all of which taken together shall constitute one and the same Agreement.

7.11. Descriptive Headings; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

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7.12. Notices. Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile, or (c) sent by overnight courier, in each case, addressed as follows:

The Company:

[Spinco, Inc.]

[            ]

[            ]

Attention: [            ]

Facsimile No.: [            ]

with copies to (which shall not constitute notice):

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Michael Diz

Peter J. Loughran

Facsimile No.: (212) 909-6836

and

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

Attention: Matthew E. Steinmetz, P.C.

Jeffrey W. Richards, P.C.

Neal J. Reenan

Facsimile No.: (312) 862-2200

The Investor:

UWW Holdings, LLC

c/o Bain Capital Partners, LLC

200 Clarendon Street

Boston, MA 02116

Attention: Matt Levin

Seth Meisel

Facsimile No.: (617) 516-2010

with a copy to (which shall not constitute notice):

Bain Capital Partners, LLC

200 Clarendon Street

Boston, MA 02116

Attention: Matt Levin

Seth Meisel

Facsimile No.: (617) 516-2010

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and

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

Attention: Matthew E. Steinmetz, P.C.

Jeffrey W. Richards, P.C.

Neal J. Reenan

Facsimile No.: (312) 862-2200

If to any other Person, to it at the address set forth in the records of the Company.

Notice to the holder of record of any capital stock shall be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (x) on the date received, if personally delivered, (y) on the date received if delivered by facsimile on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter, and (z) two Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

7.13. Electronic Delivery. This Agreement and any signed agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

7.14. Governing Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL.

(a) All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

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(b) The Parties agree that jurisdiction and venue in any action brought by any Party pursuant to this Agreement shall properly (but not exclusively) lie in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in any appropriate state or federal court in the State of Delaware) and any federal or state court located in the State of Delaware from which appeal therefrom validly lies. By execution and delivery of this Agreement, each Party irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action. The Parties irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The Parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

(c) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION DOCUMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION DOCUMENT SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

7.15. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

7.16. Dilution. If, from time to time, there is any change in the capital structure of the Company by way of a split, dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue.

* * * * *

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Registration Rights Agreement to be executed as of the date first written above.

XPEDX HOLDING COMPANY

By:

Name:

Its:

UWW HOLDINGS, LLC

By:

Name:

Its:

Exhibit E

Form of Transition Services Agreement

FORM OF TRANSITION SERVICES AGREEMENT

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”).

WHEREAS, IP, Spinco and UWW Holdings, Inc., a Delaware corporation, have entered into the Contribution and Distribution Agreement, dated as of January 28, 2014 (the “Contribution and Distribution Agreement”), pursuant to which, among other things, certain assets and liabilities constituting the Spinco Business will be transferred to Spinco and its Subsidiaries, and all of the outstanding shares of Spinco Common Stock will be distributed to IP’s stockholders;

WHEREAS, the Spinco Business uses certain services provided by IP or by third parties under contract to IP, and Spinco desires to obtain the use of these services for the purpose of enabling it to manage an orderly transition;

WHEREAS, Spinco acknowledges that IP is not in the business of providing such services to third parties; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Contribution and Distribution Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS; INTERPRETATION

1.1 Definitions. The following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Additional Services” has the meaning set forth in Section 2.11.

“Agreement” has the meaning set forth in the preamble.

“Contribution and Distribution Agreement” has the meaning set forth in the recitals.

“Distribution Date” means the date of closing of the transactions contemplated by the Contribution and Distribution Agreement.

“Excluded Services” are those services set forth on Schedule II hereto.

“First Extension Period” means the period of time from and including the 13th month following the Distribution Date through and including the 18th month following the Distribution Date.

“Intellectual Property” means, collectively, any U.S. and non-U.S. issued, registered, unregistered and pending: (i) patents and patent applications (including any divisionals, continuations, continuations-in-part, reissues, renewals, re-examinations, extensions, provisional and applications for any of the foregoing), inventor’s certificates, utility model rights and similar rights, petty patents and applications therefor; (ii) works of authorship, mask works, copyrights, and copyright and mask work registrations and applications for registration; (iii) trademarks and service marks (including those which are protected without registration due to their well-known status), trade names, corporate names, domain names, logos, slogans, taglines, trade dress, general intangibles of like nature, and other indicia of source, origin, endorsement, sponsorship or certification, designs, industrial designs, product packaging shape, and other elements of product and product packaging appearance together with all registrations and applications for registration of any of the foregoing and all goodwill related to any of the foregoing; (iv) unpatented inventions (whether or not patentable), trade secrets under applicable law, know-how and confidential or proprietary information, including (in whatever form or medium), discoveries, ideas, compositions, rights in software (including all source and object code related thereto), computer software documentation, database, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, pricing and cost information, correspondence and notes; (v) all claims and rights related to any of the foregoing; and (vi) all other intellectual property or proprietary rights.

“Licensee” has the meaning set forth in Section 16.

“Licensor” has the meaning set forth in Section 16.

“Losses” means any damage, loss, liability, expense, lost profits or diminution in value (including reasonable expenses of investigation, enforcement and collection and reasonable attorneys’ and accountants’ fees and expenses), but shall not include liability to another Party or any of its Affiliates (or any of their respective Related Parties (as defined in the Contribution and Distribution Agreement) for any exemplary damages or punitive damages, or any other damages to the extent not reasonably foreseeable, arising out of or in connection with this Agreement or any Transaction Agreement (in each case, unless any such damages are payable to a third party pursuant to a Third-Party Claim).

“Materials” has the meaning set forth in Section 15.1.

“Merger Agreement” has the meaning set forth in the Contribution and Distribution Agreement.

“Migration” means the transition or migration from the provision of a particular Service by Service Provider to Service Recipient under this Agreement to performance of such Service by Service Recipient or a third party designated by Service Recipient.

“Migration Services” has the meaning set forth in Section 5.2.

“Omitted Services” has the meaning set forth in Section 2.9.

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“Party” means either IP or Spinco, as the context requires, and “Parties” means both of them, as the context requires.

“Post-Term Invoice” has the meaning set forth in Section 3.9.

“Project Manager” has the meaning set forth in Section 14.1.

“Providing Party” has the meaning set forth in Section 11.

“Receiving Party” has the meaning set forth in Section 11.

“Reference Period” means the 2013 calendar year.

“Reverse Transition Services” means each service specified in Part B of Schedule I hereto to be provided from Spinco to IP.

“Sales and Service Taxes” has the meaning set forth in Section 3.7.

“Second Extension Period” means the period of time from and including the 19th month following the Distribution Date through and including the 24th month following the Distribution Date.

“Schedules” shall mean Schedule I, Schedule II, Schedule III and any Supplemental Schedule.

“Security Policies” has the meaning set forth in Section 2.5.

“Service” means, as the context requires, one or more Transition Services and/or one or more Reverse Transition Services.

“Service Delivery Environment” means the equipment, software, systems, databases, communications networks and connectivity, and facilities used by Service Provider to provide the Services.

“Service Fees” has the meaning set forth in Section 3.1.

“Service Provider” means, in the case of Transition Services, IP and any of its Affiliates providing Transition Services hereunder, and, in the case of Reverse Transition Services, Spinco and any of its Subsidiaries to the extent that they are providing Reverse Transition Services hereunder.

“Service Provider Fiscal Month” means a month during Service Provider’s fiscal year, as determined by Service Provider for accounting purposes.

“Service Provider Indemnitees” has the meaning set forth in Section 6.2.

“Service Recipient” means, in the case of Transition Services, Spinco and any of its Affiliates receiving Transition Services hereunder, and, in the case of Reverse Transition Services, IP and any of its Subsidiaries to the extent that they are receiving Reverse Transition Services hereunder.

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“Service Recipient Data” means all the data owned and provided solely by Service Recipient, or created by Service Provider solely on behalf, or for the benefit, of Service Recipient, that is used by Service Provider solely in relation to the provision of the Services, including employee information, customer information, product details and pricing information.

“Service Recipient Indemnitees” has the meaning set forth in Section 6.1.

“Supplemental Schedule” has the meaning set forth in Section 2.1.

“Term” has the meaning set forth in Section 2.1.

“Transition Period” means the period from the Distribution Date until all of the Terms for all of the Services have expired or otherwise terminated in accordance with Section 12, and no further Services are being provided in connection with the Migration; provided that in no event shall the Transition Period exceed a period of time of one year or, if extended by Service Recipient pursuant to Section 2.12, up to two years, after the Distribution Date.

“Transition Service” means each service specified in Part A of Schedule I hereto to be provided by IP to Spinco.

1.2 Interpretation. When a reference is made in this Agreement to a Section or Schedule, such reference shall be to a Section or Schedule of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context requires otherwise, references to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof, and by this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless the context requires, “or,” “neither,” “nor,” “any,” and “either,” shall not be exclusive. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. When a reference is made in this Agreement to “Service Provider” or “Service Recipient,” such reference shall be to the provider or recipient of either Transition Services or Reverse Transition Services as the context requires with reference to the particular Transition Service or Reverse Transition Service at issue. Notwithstanding that each of IP and Spinco, and their respective Affiliates, may act under this Agreement in the capacity of both a Service Provider and a Service Recipient, the rights, duties, obligations or liabilities of a Service Provider or Service Recipient set forth in this Agreement shall be limited as the context requires to the rights, duties, obligations or liabilities of the Party acting in the capacity of Service Provider or Service Recipient with reference to the

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particular Services, rights, duties, obligations or liabilities at issue. For purposes of this Agreement, the obligation of a Party to use its “reasonable best efforts” to achieve a particular result may require such Party to expend resources, incur costs or expenses, or pay amounts, in each case to the extent such expenditures, costs, expenses or payments, together with all other actions to be taken by such Party in pursuit of such result, would constitute the exercise of such Party’s “reasonable best efforts”.

2. TERM AND PROVISION OF SERVICES

2.1 Subject to Section 12, the term of this Agreement shall be for the Transition Period. Subject to Section 12, each Service shall be provided for the period of time following the Distribution that is indicated on the Schedules for such Service and each Additional Service, Omitted Service or Migration Service, if any, shall be provided for the period of time as specified in a supplemental written schedule (i) mutually agreed upon by the Parties acting reasonably and in good faith, in the case of Additional Services or Migration Services, or (ii) subject to prior confirmation in good faith by Service Provider acting reasonably, delivered by Service Recipient, in the case of Omitted Services (each such supplemental written schedule, a “Supplemental Schedule”) setting forth the terms of such Additional Service, Omitted Service or Migration Service to be provided (any such period of time with respect to a Service, an Additional Service, an Omitted Service or a Migration Service, including any extension period agreed to by the Parties pursuant to Section 2.12, a “Term”); provided that in no event shall any Term exceed a period of time of one year or, if extended by Service Recipient pursuant to Section 2.12, up to two years, after the Distribution Date.

2.2 During the Transition Period, but subject to Section 12, the applicable Term and the provisions set forth in this Agreement, Service Provider shall provide to Service Recipient (or cause to be provided by its Affiliates or third parties to Service Recipient) each Service set forth on Schedule I hereto, which Schedule I shall also include the scope of such Service and fees associated with such Service. For the avoidance of doubt, any Supplemental Schedule shall be deemed to be part of Schedule I hereto.

2.3 Except as otherwise expressly provided in the Schedules, Service Provider shall provide each Service to Service Recipient (i) in at least substantially the same manner, scope and nature, at substantially the same level of professionalism, workmanship and quality, with substantially equal priority and substantially equal treatment as such Service was provided, or caused to be provided, by Service Provider or any of its Affiliates to the Spinco Business, in the case of a Transition Service, and to the IP Business, in the case of a Reverse Transition Service, during the Reference Period and (ii) in compliance with all applicable Laws; provided, that, in the case of clause (i) above, for the purposes of determining the manner, scope, nature, professionalism, workmanship, quality and priority of any Service during the Reference Period, appropriate and reasonable modifications in manner of delivery may be made for security, confidentiality, and data integrity so long as such modifications do not adversely affect the scope, nature, professionalism, workmanship, quality or priority to the Service Recipient of the Services delivered hereunder in any material respect.

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2.4 Service Provider and Service Recipient shall, and shall cause their respective Affiliates to, comply with applicable privacy and data security Laws in the provision or receipt of Services.

2.5 Service Recipient shall comply with all of Service Provider’s security policies, procedures and requirements relating to the Service Delivery Environment that have been, from time to time, previously provided in writing to Service Recipient (including those adopted after the date hereof to the extent so provided) in connection with its access and use of the Services (the “Security Policies”), and shall not tamper with, compromise or circumvent any security or audit measures employed by Service Provider.

2.6 Service Provider shall limit access to the Service Delivery Environment to Service Provider personnel who are specifically authorized to have such access, and shall take such measures to prevent unauthorized access, use, destruction, alteration or loss of Spinco Business data and other information contained therein as employed with respect to IP Business data. Service Recipient shall access and use only that portion of the Service Delivery Environment for which Service Recipient has been granted the right to access and use; provided, however, that Service Provider shall not unreasonably limit the grant of such access and use by authorized personnel. Neither Party shall establish any type of external network connectivity into the other Party’s systems or network, including WAN or Internet connectivity, without the prior written consent of the other Party. Service Recipient shall limit access of its personnel to the Service Delivery Environment to those personnel who are specifically authorized to have such access and shall cause such personnel to comply with the Security Policies in accessing the Service Delivery Environment in accordance with the terms of Section 2.5.

2.7 If, at any time, a Party determines that (a) any of its personnel has sought to circumvent, or has circumvented, the Security Policies, (b) any unauthorized personnel of such Party has accessed the Service Delivery Environment, or (c) any of its personnel has engaged in activities that may reasonably be expected to lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, such Party shall promptly terminate such personnel’s access to the Service Delivery Environment and promptly notify the other Party in writing. In addition, Service Provider shall have the right to deny personnel of Service Recipient access to the Service Delivery Environment upon at least 24 hours’ written notice to Service Recipient in the event that Service Provider reasonably believes that such personnel have engaged in any of the activities set forth in this Section 2.7 or otherwise pose a security concern. Each Party will reasonably cooperate with the other Party in investigating any apparent unauthorized access to or use of the Service Delivery Environment.

2.8 The Parties acknowledge that, subject to Section 2.3, the manner, means, and resources to provide the Services are in the reasonable discretion of Service Provider; provided that Service Provider shall in good faith discuss and consider any reasonable suggestions of Service Recipient with respect to the foregoing that are consistent with the terms of this Agreement.

2.9 If any services (other than Excluded Services) that either (i) were previously provided to or for the benefit of either Party or their respective Subsidiaries, or caused to be provided to or for the benefit of either Party or their respective Subsidiaries, in each case by the

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other Party or its Subsidiaries, or (ii) are not of the type described in clause (i) but that Spinco reasonably believes are necessary for Spinco to operate the Spinco Business as currently conducted, have been omitted from Schedule I hereto (“Omitted Services”), then at the request of Service Recipient (in the case of clause (i), made within one year after the Distribution Date, and in the case of clause (ii), made within six months after the Distribution Date), (A) in the case of services pursuant to the foregoing clause (i), Service Provider shall provide such services, or cause such services to be provided, as promptly as reasonably practicable, pursuant to a Supplemental Schedule and (B) in the case of services pursuant to the foregoing clause (ii), so long as (x) Service Provider has the capability and existing capacity to provide such services, (y) Service Provider has provided such services to any of its other businesses within six months prior to the date of such request and (z) Service Recipient is unable to secure such services from a third party on commercially reasonable terms, Service Provider shall use its reasonable best efforts to provide such services, or cause such services to be provided, as promptly as reasonably practicable, pursuant to a Supplemental Schedule; provided, in each case, that the obligations of Service Provider to provide any Omitted Services shall be subject to Service Recipient’s use of its reasonable best efforts to cooperate with Service Provider in the provision of such services, and to the extent that changes to the systems, operations or business of Service Recipient implemented in connection with the transactions contemplated by the Contribution and Distribution Agreement or Merger Agreement or after the Distribution Date require alterations in the means of providing any such service, Service Provider shall be obligated only to use its reasonable best efforts to make such alterations. Service Recipient shall use its reasonable best efforts to cooperate with Service Provider in the provision of such services. Any Omitted Service that is provided or caused to be provided by Service Provider pursuant to this Section 2.9 shall be a “Transition Service” or a “Reverse Transition Service”, as applicable, for the purposes of this Agreement (other than as specifically indicated herein).

2.10 Subject to the service level requirements set forth in Section 2.3, Service Provider may use third parties to provide some or all of the Services. Service Provider agrees that, to the extent such third-party Services are provided to Service Recipient pursuant to contracts between Service Provider and the third-party service provider, Service Provider will (i) to the extent such contracts allow Service Provider to take such actions for the benefit of Service Recipient (after the use by Service Provider of its reasonable best efforts to obtain consent to do so, if applicable), pass-through or grant to Service Recipient any license to Intellectual Property granted to Service Provider to the extent such license is necessary for Service Recipient to receive or utilize the Services; and (ii) enforce its rights and remedies, including indemnification obligations and obligations of the third-party service provider to comply with specified service levels and warranties, against any such third parties relating to the Services to the extent it would otherwise enforce such rights and remedies on behalf of itself or any of its Affiliates under similar circumstances relating to similar matters. Any reasonable and out-of-pocket costs incurred by Service Provider in pursuing remedies on Service Recipient’s behalf and at Service Recipient’s direction and request, to the extent associated with a failure to provide Services hereunder, shall be invoiced to Service Recipient as Service Fees. Unless specifically agreed in writing by the Parties, Service Recipient will be responsible for incremental costs incurred and associated with third-party contracts initiated during the Transition Period by Service Provider, subject to Section 3.3; provided, that Service Provider shall use its reasonable best efforts to minimize such incremental costs. Service Provider will consult with and obtain the prior written

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consent of (such consent to be provided within five (5) Business Days and not to be unreasonably withheld) Service Recipient prior to retaining any third party to provide Services where such third party (a) is not also providing substantially similar services to Service Provider for Service Provider’s business, or (b) did not provide the Services (or substantially similar services) to the Spinco Business, in the case of Transition Services, or to the IP Business, in the case of Reverse Transition Services, as applicable, prior to Distribution. Notwithstanding any such use of third parties, Service Provider shall remain fully obligated for the provision of such Services to the Service Recipient in accordance with the terms hereof; provided, however, if (i) Service Provider elects to use a third-party service provider for all or substantially all of its and its Subsidiaries’ requirements and/or needs and (ii) Service Provider is able to assign, and has assigned, to Service Recipient, Service Provider’s rights and remedies against such third-party service provider, such that Service Recipient may pursue such rights and remedies directly, Service Provider shall have no liability to Service Recipient in connection with a failure to perform by such third party that is not caused by the action or inaction of Service Provider.

2.11 In the event that Service Recipient requires any additional services (excluding any Excluded Services and other than Omitted Services or Migration Services, which shall be governed by Sections 2.9 and 5.2, respectively) (“Additional Services”), Service Recipient may submit a written request describing such services to Service Provider’s Project Manager, and the Project Managers of each of Service Recipient and Service Provider shall meet to discuss such request. Service Provider shall act reasonably and in good faith in determining whether to provide such additional services. Any Additional Service that is provided or caused to be provided by Service Provider pursuant to this Section 2.11 shall be a “Transition Service” of “Reverse Transition Service”, as applicable, for the purposes of this Agreement (other than as specifically indicated herein).

2.12 In the event that any Service is required beyond its Term, Service Recipient shall provide Service Provider with a written notice of extension no later than forty-five (45) days prior to the expiration of the Term of such Service. Such notice shall indicate the period during which Service Recipient wishes to receive such Service after the date of expiration of the Term for such Service; provided that such period shall not extend beyond the date which is two years from the Distribution Date. Subject to obtaining any necessary third-party consents, Service Provider shall provide, or cause to be provided, the Service to Service Recipient for such period, it being understood and agreed that the fees for each applicable Service shall be increased by (i) 10% during the First Extension Period and (ii) 20% during the Second Extension Period. Service Recipient will reimburse Service Provider for any reasonable and documented incremental fees charged by third-party service providers in connection with granting any consent or otherwise extending the Service, in each case, solely with respect to an extension beyond the Term.

2.13 Service Provider shall not be required to provide a Service to the extent the provision of such Service by Service Provider materially conflicts with any contract or agreement to which Service Provider is a party prior to the date hereof or the rights of any third party with respect thereto or violates any applicable Law. The Service Provider shall use reasonable best efforts to obtain any consents from third-parties that Service Provider reasonably believes are necessary in order for Service Provider to provide the Services. In the event that Service Provider is unable to obtain any such consent, the Parties shall work together to agree upon, and Service Provider shall use its reasonable best efforts (and Service Recipient will cooperate with Service Provider) to implement, a commercially reasonable alternative arrangement.

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2.14 Notwithstanding anything to the contrary that may be set forth or implied elsewhere in this Agreement or in the Contribution and Distribution Agreement, Service Provider shall not, and shall be under no obligation to, provide any Excluded Services after the Distribution Date.

2.15 Unless otherwise provided for in this Agreement, the Parties shall use their reasonable best efforts to cooperate with each other in all matters relating to the provision and receipt of the Transition Services and the Reverse Transition Services. Such cooperation shall include exchanging information, providing electronic access to systems used in connection with the Transition Services and Reverse Transition Services and obtaining all consents, licenses, sublicenses or approvals necessary (including the payment of any reasonable fees or expenses) to permit each Party to perform its obligations hereunder, in each case, subject to the restrictions of Section 11. Each Party shall cooperate with the other Party in determining the extent to which any Tax is due and owing with respect to any of the Transition Services or Reverse Transition Services, as applicable, and in providing and making available appropriate documentation or information reasonably requested by the other Party including, but not limited to, applicable resale and/or exemption certificates.

3. PRICING, BILLING AND PAYMENT

3.1 With respect to each Service, Service Recipient shall pay to Service Provider those amounts determined in accordance with the rates and charges, including any set-up or one-time costs, set forth in the Schedule for such Service, and in addition, Service Recipient shall pay Service Provider all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services, including air fare (coach class), lodging, meals, mileage, parking and ground transportation, in each case in accordance with Service Provider’s standard policies with respect to such incidental costs and expenses (collectively, the “Service Fees”). Service Fees for Migration Services shall be at the rate of $200 per hour, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Migration Services.

3.2 Service Fees (if any) for Omitted Services and Additional Services shall be developed in good faith by the Parties pursuant to the following guidelines:

(a) with respect to internal resources of Service Provider or its Affiliates used in delivering the Service, together with any third-party products or services used or consumed in the ordinary course of delivering the Service that are not pass-through costs or reimbursable expenses, Service Fees shall be based on a good faith allocation of Service Provider’s centralized costs associated with the Service consistent with Service Provider’s recent historical practices over the Reference Period for allocating such costs among its lines of business, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services; and

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(b) with respect to any Services provided by third-party service providers, Service Fees shall be based on the reasonable and documented actual cost paid by Service Provider to the third-party service provider for the products or services furnished by the third-party service provider for the benefit of Service Recipient, plus all reasonable incidental costs and expenses reasonably incurred by Service Provider in providing the Services.

3.3 In the event that any Service is terminated by Service Recipient in accordance with Section 12.3, the Service Fees shall automatically be adjusted downward (by the associated fee for such Service set forth on the respective Schedule from and after the first day of the month following termination of such Service). To the extent that such Service is provided to Service Provider by a third-party service provider, Service Provider may at any time increase the charges for any Service upon written notice to Service Recipient provided such increase is only to the extent of the amount of increase charged by such third-party service provider.

3.4 Not later than twenty-one (21) days after the last day of each calendar month, Service Provider shall provide to Service Recipient an itemized invoice for the preceding month’s Service Fees. The amount stated in such invoice (to the extent such amount is not the subject of a good faith dispute in accordance with the terms set forth in Section 3.10) shall be paid by Service Recipient in full within thirty (30) days of the date of Service Recipient’s receipt of the invoice (or the next Business Day following such date, if such thirtieth (30th) day is not a Business Day) through payment to an account designated by Service Provider. To protect confidential or competitively sensitive information, Service Provider may aggregate the Service Fees with respect to some or all of the Services included in such invoice; provided, that Service Provider shall, and shall cause its Affiliates to, cooperate and provide such information as reasonably requested by Service Recipient and provide such back-up therefor as reasonably requested by Service Recipient in connection therewith to the extent reasonably required to permit Service Recipient and its Representatives to review and evaluate the amounts set forth in such invoice and verify such amounts. If any such review reveals any overpayment by Service Recipient, Service Provider shall promptly refund the amount of such overpayment to Service Recipient (including any interest accrued daily on such overpayment at an annual interest rate equal to 6% and reimburse, to the extent any such review reveals an overpayment of 10% or more, Service Recipient for its reasonable and documented out-of-pocket costs and expenses incurred in connection with such review. Any dispute regarding overpayment shall be resolved by engaging KPMG LLP to arbitrate and resolve such dispute, which shall be resolved in accordance with the processes and procedures set forth in Section 5.2(c) of the Contribution and Distribution Agreement. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from among the remaining nationally recognized firms which are not the regular independent auditor firm of IP or the Spinco, and in such event references herein to KPMG LLP shall be deemed to refer to such replacement accounting firm.

3.5 Without prejudice to Service Provider’s other rights and remedies, in the event any sum due (other than those subject to dispute in good faith) to Service Provider pursuant to the terms of this Agreement remains unpaid ten (10) Business Days after the applicable due date, interest shall accrue daily, from the due date until the date of actual payment, at an annual interest rate equal to 6%.

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3.6 The cost of each Service is a monthly cost, and the full monthly cost of each Service (applying the volume level, if applicable, of such Service at the beginning of a Service Provider Fiscal Month) shall apply in respect of such Service until such Service is terminated in its entirety as provided in Section 12.3.

3.7 All payments due to Service Provider pursuant to the terms of this Agreement shall be exclusive of any sales, service, value-added or other similar Tax or levy imposed upon the Transition Services or Reverse Transition Services, as applicable, provided pursuant to this Agreement (“Sales and Service Taxes”), which shall be payable by Service Recipient unless (for the avoidance of doubt) the applicable Law provides that the relevant Sales and Service Taxes are levied directly on the Service Provider; in such case the Service Provider will pay the relevant Sales and Service Tax directly to the Taxing authority in accordance with applicable Law and Service Recipient shall reimburse Service Provider for such relevant Sales and Services Taxes. In connection with the Transition Services or Reverse Transition Services, as applicable, provided pursuant to this Agreement, each Party shall be responsible for, and shall withhold or pay or both (or cause to be withheld or paid or both), as may be required by Law, all Taxes pertaining to the employment of its personnel, agents, servants or designees. Each of Service Provider and Service Recipient shall pay and be responsible for their own Taxes based on their own income or profits or assets.

3.8 Payments for Services or other amounts due under this Agreement shall be made net of withholding Taxes; provided, however, that if Service Provider reasonably believes that a reduced rate of withholding Tax applies or Service Provider is exempt from withholding Tax, Service Provider shall provide Service Recipient with appropriate and customary documentation to Service Recipient that Service Provider qualifies for a reduction to or exemption from withholding under applicable Law.

3.9 With respect to any Service Fees that accrue or are incurred by Service Provider or its Affiliates during the Transition Period but that are not billed by Service Provider in a monthly invoice, or of which Service Provider does not become aware until after the Transition Period, Service Provider shall set forth such fees in an invoice or invoices submitted to Service Recipient following the end of the Transition Period (each, a “Post-Term Invoice”). Subject to Section 3.10, and so long as such Post-Term Invoice is received by Service Recipient as promptly as practicable and in any event within one (1) year following the Transition Period, Service Recipient shall remit payment under any such Post-Term Invoice to Service Provider within thirty (30) days after its receipt of such invoice.

3.10 In connection with Section 3.3 or 3.9, in the event of an invoice dispute of which Service Recipient is aware, Service Recipient shall deliver a written statement to Service Provider no later than ten (10) days prior to the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not in dispute amongst the Parties shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the period set forth in Section 3.3 or 3.9, as applicable. The Parties shall use their reasonable best efforts to resolve all such other disputes expeditiously and in good faith with Service Provider continuing to perform the Services in accordance with this Agreement pending resolution of any dispute. When the disputed amount has been resolved, either by mutual agreement of the Parties or in accordance with the processes

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and procedures set forth in Section 5.2(c) of the Contribution and Distribution Agreement, any Party owing an amount to another Party as a result of such resolution shall pay such amount owed to such other Party within ten (10) Business Days following such resolution. This Section 3.10 (including any resolution of a dispute in accordance with this Section 3.10) shall not relieve Service Provider of its obligations to perform the Services.

3.11 Each of the Parties hereby acknowledges that it shall have no right under this Agreement to offset any amounts owed (or to become due or owing) to the other Party, whether under this Agreement, the Contribution and Distribution Agreement, the Merger Agreement or otherwise, against any other amount owed (or to become due or owing) to it by the other Party.

4. ACCESS

The Service Provider and Service Recipient shall, and shall cause their respective Affiliates to, provide to each other and their respective agents and vendors reasonable access (during normal business hours (when appropriate with respect to physical access), upon reasonable notice and supervised by the appropriate personnel of the Parties or as otherwise agreed by the Parties) to the information, personnel, and systems necessary for the efficient and accurate administration, provision, receipt or use of each of the Services and to avoid the duplication of any expenses or benefits thereunder; provided that all such information shall be shared subject to the confidentiality obligations set forth in Section 11, and any Party or third-party vendor receiving such information shall agree to be bound by such obligations prior to the provision of any such information. All Services provided will be based upon reasonably timely, accurate and complete information from Service Recipient, which Service Recipient shall use its reasonable best efforts to provide, and Service Provider shall be released from its obligations to provide or cause to be provided reasonably timely, accurate and complete Services to the extent (but only to the extent) Service Recipient fails to provide timely, accurate and complete information to Service Provider reasonably necessary for the provision of such Services. Service Recipient’s failure to perform or delay in performing any of its obligations hereunder will not constitute grounds for termination by Service Provider of this Agreement except as provided in Section 12.2; provided, however, that Service Provider’s nonperformance of its obligations under this Agreement shall be excused if and to the extent (i) such Service Provider’s nonperformance results from Service Recipient’s failure to perform its obligations hereunder and (ii) Service Provider provides Service Recipient with written notice of such nonperformance.

5. TRANSITION

5.1 The Parties acknowledge and agree that the Services to be provided hereunder are transitional in nature and are intended to provide Service Recipient with reasonable time to develop the internal resources and capacities (or to arrange for third-party providers) to provide such Services. No later than 90 days after the Distribution Date, the Parties shall consult for the purpose of agreeing upon the terms of and a plan for the Migration of all Services. Service Recipient will have the primary responsibility for planning and carrying out the Migration of Services prior to the expiration of the Transition Period. Subject to Section 5.2 below and the other terms of this Agreement, Service Provider will provide reasonable cooperation and assistance as requested to support the Service Recipient’s Migration efforts.

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5.2 To the extent that Service Recipient requires reasonable support, assistance and other services to effect an orderly Migration without interruption to the Services subject to the Migration (“Migration Services”), Service Recipient shall submit a written request describing such Migration Services to Service Provider’s Project Manager, and upon at least ten (10) days’ written notice to Service Provider, the Parties shall meet to discuss and agree, each Party acting reasonably and in good faith, on the scope of such Migration Services. Service Provider will then provide such Migration Services and assistance on the timing schedule that is reasonably and mutually established by the Parties in good faith; provided that the Parties’ intent is that Migration Services shall include only such services that Service Provider is capable of providing. Service Provider agrees to cooperate with and assist Service Recipient with training of its personnel, including making its personnel and facilities available to train an agreed number of Service Recipient’s personnel in connection with the Migration during the Transition Period to permit Service Recipient to provide the Services for itself after the Transition Period. For any Migration Services, Service Recipient will pay to Service Provider the rate set forth in Section 3.1. Any Migration Service that is provided or caused to be provided by Service Provider pursuant to this Section 5.2 shall be a “Transition Service” or a “Reverse Transition Service”, as applicable, for the purposes of this Agreement (other than as specifically indicated herein).

6. INDEMNITY

6.1 Service Provider shall indemnify Service Recipient and its Affiliates and its and their respective officers, directors, employees, partners, managers or persons acting in a similar capacity, agents, consultants, financial and other advisors, accountants, attorneys and other representatives (the “Service Recipient Indemnitees”) in respect of, and hold such Service Recipient Indemnitees harmless from and against, any and all Losses incurred or suffered by Service Recipient Indemnitees in connection with the receipt of the Services to the extent that such Losses result from (i) the gross negligence or willful misconduct of Service Provider, any of its Affiliates or any of its or their respective officers, directors or employees, (ii) the violation of any applicable Law by Service Provider with respect to this Agreement or (iii) Service Provider’s breach of this Agreement; provided, that, notwithstanding anything in this Agreement to the contrary (including the definition of Losses), Service Recipient Indemnitees shall be entitled to indemnification hereunder if, and only to the extent, such negligence, misconduct, violation or breach remains uncured after a twenty (20) calendar day period (a “Notice Period”) following receipt by Service Provider of written notice from the applicable Service Recipient Indemnitee or Service Recipient Indemnitees describing such negligence, misconduct, violation or breach in reasonable detail.

6.2 The Service Recipient shall indemnify Service Provider and its Affiliates and its and their respective officers, directors, employees, partners, managers or persons acting in a similar capacity, agents, consultants, financial and other advisors, accountants, attorneys and other representatives (the “Service Provider Indemnitees”) in respect of, and hold Service Provider Indemnitees harmless from and against, any and all Losses incurred or suffered by Service Provider Indemnitees in connection with the provision of the Services to the extent that such Losses result from (i) the gross negligence or willful misconduct of Service Recipient, any of its Affiliates or any of its or their respective officers, directors or employees, (ii) the violation of any applicable Law by Service Recipient with respect to this Agreement or such Services or (iii) Service Recipient’s breach of this Agreement; provided, that, notwithstanding anything in

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this Agreement to the contrary (including the definition of Losses), Service Provider Indemnitees shall be entitled to indemnification hereunder if, and only to the extent, such negligence, misconduct, violation or breach remains uncured after a Notice Period following receipt by Service Recipient of written notice from the applicable Service Provider Indemnitee or Service Provider Indemnitees describing such negligence, misconduct, violation or breach in reasonable detail.

6.3 Each of the Parties agrees to use its reasonable best efforts to mitigate its respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder.

6.4 The procedures specified in Article VI of the Contribution and Distribution Agreement shall apply with respect to any indemnification claims under this Section 6.

7. LIMITED WARRANTY; LIMITATION ON DAMAGES

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, UNLESS EXPRESSLY SET FORTH HEREIN, THE SERVICE PROVIDER REPRESENTS AND WARRANTS ONLY THAT THE SERVICES SHALL BE IN CONFORMITY WITH THIS AGREEMENT (INCLUDING SECTION 2.3). THE ABOVE-STATED LIMITED WARRANTY IS THE SERVICE PROVIDER’S SOLE AND EXCLUSIVE WARRANTY WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT. THE SERVICE PROVIDER DOES NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, WHETHER OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE FOR SUCH SERVICES; PROVIDED THAT THIS SECTION 7 SHALL NOT LIMIT, ALTER OR OTHERWISE CHANGE THE RIGHTS AND OBLIGATIONS OF THE PARTIES PURSUANT TO ANY OTHER TRANSACTION AGREEMENT, INCLUDING THE CONTRIBUTION AND DISTRIBUTION AGREEMENT. ANY REPRESENTATION OR WARRANTY IN RESPECT OF ANY SUCH SERVICE SHALL BE INCLUDED IN THE WRITTEN AGREEMENT SETTING FORTH THE TERMS OF SUCH SERVICE.

IN NO EVENT SHALL ANY PARTY OR SUCH PARTY’S AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE, EXCEPT, IN THE CASE OF SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, TO THE EXTENT REASONABLY FORESEEABLE AND ARISING AS A RESULT OF SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND IN ALL CASES EXCEPT TO THE EXTENT PAYABLE TO A THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SERVICE PROVIDER WITH RESPECT TO SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES RECEIVED BY SERVICE PROVIDER PURSUANT TO THIS AGREEMENT, EXCEPT FOR DAMAGES ARISING AS A RESULT OF SUCH PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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8. OBLIGATION TO PROVIDE SERVICES

The Parties acknowledge that notwithstanding any delegation of their respective responsibilities under this Agreement to a third party, except as provided in the proviso in Section 2.10, such delegating Party shall remain responsible for the provision of the Services which such Party is obligated to provide and any third-party’s compliance with the performance and standard of performance set forth herein.

9. FORCE MAJEURE

9.1 Service Provider shall not be responsible for failure or delay in delivery of any Service that it has responsibility for providing hereunder, if and to the extent caused by an act of God or public enemy, war, government acts, regulations or orders, fire, flood, embargo, quarantine, epidemic, labor stoppages or disruptions, unusually severe weather or other similar cause beyond the control of Service Provider (a “Force Majeure Event”), provided that Service Provider shall have, promptly after knowledge of the beginning of a Force Majeure Event, notified Service Recipient of such a Force Majeure Event, the reason therefor, and the estimated probable duration and consequence thereof. The Parties acknowledge and agree that such estimation shall not be considered binding in any way, and Service Provider shall not incur liability of any kind if such estimation proves to be inaccurate. Service Provider shall use its reasonable best efforts to restore provision of the Services in accordance with this Agreement as soon as reasonably practicable following the commencement of a Force Majeure Event.

9.2 In the event that Service Provider is excused from supplying a Service pursuant to this Section 9, Service Recipient shall be free to acquire replacement services from a third party at Service Recipient’s expense, and without liability to Service Provider, for the period and to the extent reasonably necessitated by such non-performance.

10. INSURANCE

Each Party shall, throughout the term of this Agreement, carry appropriate insurance with a reputable insurance company covering property damage, business interruptions and general liability insurance (including contractual liability) to protect its own business and property interests. To the extent either Party insures, in whole or in part, through a plan of self-insurance, the Parties acknowledge that such self-insurance shall be acceptable for purposes of this Agreement. In the case of any conflict between the terms of this Section 10 and the terms of the Contribution and Distribution Agreement, the Contribution and Distribution Agreement shall control.

11. CONFIDENTIALITY OF INFORMATION

Except as provided below, all data and information disclosed between Service Provider and Service Recipient pursuant to this Agreement, including information relating to or received from third parties and any Service Recipient Data, are deemed Confidential Information (as

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defined in the Contribution and Distribution Agreement, subject, for the avoidance of doubt, to the limitations set forth in such definition). A Party receiving Confidential Information (the “Receiving Party”) shall not use such information for any purpose other than for which it was disclosed by the party providing such information (the “Providing Party”) and, except as otherwise permitted by this Agreement, shall not disclose to third parties any Confidential Information for a period of five (5) years from the termination or expiration of this Agreement or, with respect to any trade secrets, indefinitely. The obligations of the Receiving Party and the Providing Party with regard to Confidential Information shall be governed by and set forth in Section 8.5 of the Contribution and Distribution Agreement, which shall be deemed incorporated by reference herein. In addition, nothing herein shall be deemed to limit or restrict a Party from disclosing any Confidential Information in any action or proceeding by such Party to enforce any rights which such Party may have against the other Party; provided, that such Party shall, to the extent reasonable and not prejudicial to such Party’s rights, cooperate with the other Party to protect the confidentiality of such Confidential Information, whether by means of a protective order, production under seal or otherwise.

12. TERMINATION

12.1 This is a master agreement and shall be construed as a separate and independent agreement for each and every Service provided under this Agreement. Any termination of this Agreement with respect to any Service shall not terminate this Agreement with respect to any other Service then being provided pursuant to this Agreement.

12.2 Upon thirty (30) days’ prior written notice, Service Provider may, at its option, terminate this Agreement with respect to any or all Services it provides hereunder or suspend performance of its obligations with respect thereto, in either case solely in the event of the failure of Service Recipient to pay any invoice within sixty (60) days of the receipt of such invoice, unless Service Recipient is disputing the invoice in good faith pursuant to Section 3.10.

12.3 If at any time during the applicable Term, Service Recipient wishes to terminate a Transition Service or a Reverse Transition Service, as the case may be, Service Recipient shall provide a written request of termination to Service Provider at least thirty (30) days prior to the proposed effective date of termination. If Service Provider determines, in good faith, that the termination of such Service will, or is reasonably likely to, result in Service Provider’s inability to provide any remaining Services in accordance with this Agreement (taking into account any interdependencies of the proposed terminated Service and the remaining Services), including with respect to the quality standards, or result in a Party’s inability to maintain the confidentiality of data and information disclosed between Service Provider and Service Recipient pursuant to this Agreement, then Service Provider shall notify Service Recipient thereof in writing and the Parties shall negotiate in good faith to determine an alternative solution to enable Service Provider to maintain the ability to provide all other Services not subject to such written request of termination provided in the first sentence of this Section 12.3; provided that in the event the Parties fail to mutually agree upon an alternative solution, Service Recipient shall have the right, in its sole discretion, to cancel and withdraw all or part of such written request of termination and thereafter such cancelled request shall be of no further force or effect or if Service Recipient does not cancel or withdraw all or part of such request, then such Service shall be terminated effective as of the last day of the month following the thirty (30)-day notice period. Within thirty (30)

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days after the effective date of termination of the applicable Services and receipt of an invoice, Service Recipient shall pay all accrued, undisputed (any such dispute to be in good faith) and unpaid charges for such Services that are due and payable and set forth in such invoice. Service Recipient will reimburse Service Provider for incremental fees charged by third-party service providers in connection with the termination of Services; provided, that Service Provider will use its reasonable best efforts to minimize such incremental fees.

12.4 Upon termination or expiration of this Agreement for any reason, Service Provider shall, upon the written request of Service Recipient, deliver to Service Recipient or destroy (provided such destruction is promptly confirmed in writing by Service Provider if requested by Service Recipient), at Service Provider’s option, all data, records and other information provided to Service Provider by Service Recipient and pertaining to any matters for which Service Provider was providing Transition Services or Reverse Transition Services, as applicable, hereunder; provided, however, Service Provider may retain copies of such data, records and information to the extent necessary for accounting, tax reporting, compliance with Service Provider’s document retention policies or other legitimate business purposes, subject to the requirements of Section 11 hereof.

13. RELATIONSHIP OF PARTIES

In providing the Services, Service Provider is acting as and shall be considered an independent contractor. This Agreement is not intended to create and shall not be construed as creating between Service Provider and Service Recipient any relationship other than an independent contractor and purchaser of contract services. The Parties specifically acknowledge that they are not, and this Agreement is not intended to and shall not be construed to make them, affiliates of one another and that no principal and agent, joint venture, partnership or similar relationship, or any other relationship, that imposes or implies any fiduciary duty, including any duty of care or duty of loyalty exists between the Parties. Except as expressly set forth herein, no Party has the authority to, and each Party agrees that it shall not, directly or indirectly contract any obligations of any kind in the name of or chargeable against the other Party without such other Party’s prior written consent.

14. PROJECT MANAGERS

14.1 Service Provider and Service Recipient will each assign one person to act as that Party’s project manager (the “Project Manager”) for each area of service listed on Schedule III hereto (and other categories, as may be agreed by the Parties). The Project Managers will (a) represent and act for their respective Party for matters related to the applicable Service, and (b) meet and/or confer on a regular basis (at mutually agreed times and locations) to review the activities under this Agreement and to discuss the status and progress of such activities. All disputes or issues arising hereunder will be referred to the applicable Project Managers for resolution. In the event any such dispute or issue is not resolved in a timely manner, such matter will be referred to senior management representatives, with appropriate decision making authority for prompt resolution of the matter. If still not resolved, the issue will be escalated to Service Recipient’s lead representative and Service Provider’s lead representative for resolution. The names and contact information for each of Service Recipient’s and Service Provider’s lead representative with regard to an issue or dispute arising out of or relating to the Transition

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Services and Reverse Transition Services shall be set forth on Scheduled III hereto. Either Party may designate a different individual as its lead representative with respect to the Transition Services or the Reverse Transition Services at any time by delivering prior written notice to the other Party. The foregoing shall not in any way limit the rights of the Parties to pursue any other legal and equitable remedies available to them hereunder in the event of a breach of this Agreement. No Project Manager or lead representative for a Party shall have any authority to amend this Agreement.

14.2 Service Provider will promptly notify Service Recipient of any reassignments or changes in contact information of the Project Manager or other key personnel identified in the Schedules hereto.

14.3 The Parties agree to use good faith efforts to resolve any controversy or claim arising out of this Agreement, the interpretation of any of the provisions hereof, or the actions of the Parties hereunder. In the event of a breach of this Agreement, or a dispute as to the meaning of this Agreement or any of its terms which the Parties cannot resolve by themselves amicably, the following provisions shall apply (which provisions shall be in addition to, and not a limitation of, the Parties’ remedies under Section 6, Section 20.6 or, to the extent referred to pursuant to the terms of this Agreement, the dispute resolution mechanisms available under Section 5.2(c) of the Contribution and Distribution Agreement):

(a) The Parties shall endeavor to resolve the dispute as contemplated in Section 14.1.

(b) If within thirty (30) days after one Party notifies the other in writing of the existence of a dispute, either Party may, at its option, provide written notice of the intent to arbitrate. In the event the Party that is the recipient of such notice agrees to arbitrate, arbitration shall be according to the rules of the American Arbitration Association, except as herein modified by the Parties or otherwise as agreed to by the Parties. Within ten (10) days of the agreement of the Parties to arbitrate, each Party will select an arbitrator, and notify the other Party of its selection. Within fifteen (15) days after receipt of such notice, the respective arbitrators will select a third arbitrator. All such arbitrators shall have experience in the respective businesses of the Parties. A hearing by the arbitration panel must be held within thirty (30) days after the selection of a chairman and a majority decision of the panel and resolution must be reached within thirty (30) days of such hearing. Decisions of the panel must be in writing and will be final and binding upon the Parties, and judgment may be entered thereon by any court having jurisdiction.

(c) The arbitration proceedings will be held in New York, New York, unless the Parties agree to a different location. All negotiation and arbitration proceedings will be confidential and will be treated as compromise and settlement negotiations for purpose of all rules of evidence. Each Party shall bear its own cost of presenting its case, and one-half of the cost incurred by the arbitration panel, or any mediation or alternative dispute resolution procedure, as the case may be, unless the arbitration panel determines otherwise.

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14.4 Nothing in this Section 14 shall supersede the notice/cure and termination rights of the Parties otherwise set forth in this Agreement. This Section 14 shall apply without prejudice to any Party’s right to seek equitable remedies or injunctive relief to which such Party may be entitled at any time.

15. RECORDS

15.1 Service Provider shall retain, for a period of three (3) years following the Distribution Date, all books, records, files, databases or computer software or hardware (including current and archived copies of computer files) (the “Materials”) with respect to matters relating to the Services provided to Service Recipient hereunder that are in a form and contain a level of detail substantially consistent with the records maintained by Service Provider in providing similar services to the Spinco Business or the IP Business, as applicable, prior to the Distribution Date (unless any such Materials have been delivered to Service Recipient or Service Recipient otherwise other has a copy of such information). Each Party agrees to use its reasonable best efforts to provide the other Party with notice of material modifications to its record retention policies in a timely manner. As promptly as practicable following the expiration of the applicable duration (or earlier termination) of each Service, Service Provider will use its reasonable best efforts to furnish to Service Recipient in the form reasonably requested by Service Recipient, and assist in the transition of, the Materials belonging to Service Recipient and relating to such Service as clearly identified by Service Recipient. If at any time during the three (3) year period following the Distribution Date Service Recipient reasonably requests in writing that certain of such Materials be delivered to Service Recipient, Service Provider promptly shall arrange for the delivery of the requested Materials in a form reasonably requested by Service Recipient to a location specified by, and at the expense of, Service Recipient (unless any such Materials have been delivered to Service Recipient or Service Recipient otherwise other has a copy of such information).

15.2 The Service Recipient Data shall be and shall remain the property of Service Recipient and, to the extent reasonably practicable, shall be promptly provided to Service Recipient by Service Provider upon Service Recipient’s request. The Service Provider shall use Service Recipient Data solely to provide the Services to Service Recipient as set forth herein and for no other purpose whatsoever.

15.3 Notwithstanding anything herein to the contrary and subject to Section 11, Service Provider may retain copies of the Materials and Service Recipient Data in accordance with policies and procedures implemented by Service Provider in order to comply with applicable Law, professional standards or reasonable business practice, including document retention policies as in effect from time to time and in accordance with past practices.

16. INTELLECTUAL PROPERTY

Unless otherwise specifically provided herein, this Agreement shall not transfer ownership of any Intellectual Property Assets from either Party to the other Party or to any third party. Ownership of any Intellectual Property Assets created by a Service Provider in connection with providing a Service to a Service Recipient under this Agreement shall be retained by such Service Provider, unless based on Service Recipient’s Confidential Information. If Service

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Provider creates any Intellectual Property in connection with providing a Service based on Service Recipient’s Confidential Information, then the creation of such Intellectual Property that is primarily related to or arising from the Spinco Business shall be considered a “work made for hire” under applicable Law and shall be owned by Service Recipient. If such creation is not considered a “work made for hire” under applicable Law, then Service Provider hereby irrevocably assigns, and shall assign, to Service Recipient, without further consideration, all of Service Provider’s worldwide right, title, and interest in and to such Intellectual Property. Solely to the extent required for the provision or receipt of the Services in accordance with this Agreement, each Party (the “Licensor”), for itself and on behalf of its Affiliates, hereby grants to the other (the “Licensee”) (and the Licensee’s Affiliates) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable (other than pursuant to Section 17), non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the term of this Agreement to use Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Subject to the rights and licenses granted to Licensee under any other agreement to which the Parties are party, upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property will terminate and Licensee shall cease use of such Intellectual Property; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof and upon such expiration or termination, Licensee shall cease use of the Intellectual Property licensed hereunder. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties or their respective Affiliates.

17. ASSIGNMENT AND DELEGATION

This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except as set forth in Section 2.10, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated, directly or indirectly, in whole or in part, including by operation of law, by any Party hereto without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement to any of its Affiliates without the consent of the other Party or delegate its rights or obligations hereunder, in whole or in part, to any of its Affiliates; provided, further, that Spinco may assign any or all of its rights or interests under this Agreement without the consent of IP (a) to any Person providing the Special Payment Financing pursuant to the terms thereof for purposes of creating a security interest herein or otherwise assign as collateral in respect of such Special Payment Financing or (b) to any purchaser of all or substantially all of the assets of such Person. No assignment by any Party shall relieve such Party of any of its obligations hereunder; provided that to the extent full performance or payment is made in full by an Affiliate or Affiliates of Service Provider or Service Recipient with respect to an obligation of Service Provider or Service Recipient, as applicable, hereunder, such obligation shall be in full satisfaction of such obligation of such Person hereunder.

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18. NOTICES

The procedures specified in Section 10.2 (Notices) of the Contribution and Distribution Agreement shall apply with respect to all notices, requests, claims, demands and other communications under this Agreement.

19. SURVIVAL

The Parties’ rights and obligations under Sections 3, 6, 7, 8, 11 and 14 through 20 shall survive expiration or termination of this Agreement.

20. GENERAL PROVISIONS

20.1 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is valid, legal and enforceable and that achieves the original intent of the Parties.

20.2 Counterparts. This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

20.3 Entire Agreement. This Agreement and the Schedules hereto together with the other Transaction Agreements and any schedules and exhibits thereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the case of any conflict between the terms of this Agreement and the terms of any other Transaction Agreement regarding the subject matter hereof, the terms of this Agreement shall control. In the case of any ambiguity between the terms and condition of the main body of this Agreement and a Schedule to this Agreement, or with respect to an Omitted Service or an Additional Service, the terms and conditions of the main body of this Agreement shall control.

20.4 Amendments; Waivers. This Agreement may not be amended except by an instrument in writing signed by both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of either Party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

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20.5 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than IP, Spinco and UWWH and their respective successors and permitted assigns who are express intended third-party beneficiaries) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and, except with regard to and as provided in Section 6, no Person shall be deemed a third party beneficiary under or by reason of this Agreement.

20.6 Specific Performance. Notwithstanding anything to the contrary contained herein or in any other Transaction Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is, or is to be, thereby aggrieved will have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any Loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties to this Agreement.

20.7 Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

20.8 Jurisdiction; Service of Process. ANY ACTION WITH RESPECT TO THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS, IN EACH CASE, SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION WITH RESPECT TO THIS AGREEMENT (I) ANY CLAIM THAT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS SECTION 20.8, (II) ANY CLAIM THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF

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NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) AND (III) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) THE ACTION IN SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (B) THE VENUE OF SUCH ACTION IS IMPROPER OR (C) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. EACH OF THE PARTIES FURTHER AGREES THAT NO PARTY TO THIS AGREEMENT SHALL BE REQUIRED TO OBTAIN, FURNISH OR POST ANY BOND OR SIMILAR INSTRUMENT IN CONNECTION WITH OR AS A CONDITION TO OBTAINING ANY REMEDY REFERRED TO IN THIS SECTION 20.8 AND EACH PARTY WAIVES ANY OBJECTION TO THE IMPOSITION OF SUCH RELIEF OR ANY RIGHT IT MAY HAVE TO REQUIRE THE OBTAINING, FURNISHING OR POSTING OF ANY SUCH BOND OR SIMILAR INSTRUMENT. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 20.8, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.

20.9 Governing Law. This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (and all Schedules hereto) shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement (and all Schedules hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.

20.10 Other Agreements. Nothing herein is intended to modify, limit or otherwise affect the representations, warranties, covenants, agreements and indemnifications contained in the other Transaction Agreements, and such representations, warranties, covenants, agreements and indemnifications shall remain in full force and effect in accordance with the terms of such agreements, as applicable.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed and delivered by their duly authorized representatives as of the date first above written.

INTERNATIONAL PAPER COMPANY
By:
	Name:
	Title:
XPEDX HOLDING COMPANY
By:
	Name:
	Title:

Transition Services Agreement—Signature Page

Exhibit F

Form of FIRPTA Certificate

FIRPTA CERTIFICATE

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform xpedx Holding Company, a Delaware corporation (“Transferee”), that withholding of tax is not required upon the disposition of a U.S. real property interest by UWW Holdings, LLC, a Delaware limited liability company (“Transferor”), the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor is not a disregarded entity as defined in Treasury Regulations section 1.1445-2(b)(2)(iii);

3. Transferor’s U.S. employer identification number is [            ]; and

4. Transferor’s office address is:

UWW Holdings, LLC

Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Transferor.

Date:             , 2014

UWW Holdings, LLC

Name:

Title:

EX-2.2

Exhibit 2.2

EXECUTION COPY

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, 2014

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			6
Section 1.1	General		6
Section 1.2	Construction		23
Section 1.3	References to Time		24
ARTICLE II THE CONTRIBUTIONS			24
Section 2.1	Transfers of Spinco Assets and Spinco Liabilities		24
Section 2.2	Delayed Transfers; Misallocated Assets and Liabilities		26
Section 2.3	Conveyancing and Assumption Agreements		28
Section 2.4	Shared Contracts		29
Section 2.5	Certain Resignations		29
Section 2.6	Payments		29
Section 2.7	Shared Locations		30
ARTICLE III CONDITIONS			30
Section 3.1	Conditions to the Distribution		30
Section 3.2	Waiver of Conditions		30
ARTICLE IV THE DISTRIBUTION			30
Section 4.1	Record Date and Distribution Date		30
Section 4.2	Spinco Reclassification; Charter and Bylaws		31
Section 4.3	The Agent		31
Section 4.4	Delivery of Shares to the Agent		31
Section 4.5	The Distribution		31
ARTICLE V CERTAIN ADJUSTMENTS			32
Section 5.1	Estimated Closing Statement		32
Section 5.2	Post-Closing Adjustment		32
Section 5.3	Earnout Payment		35
ARTICLE VI INDEMNIFICATION			39
Section 6.1	Survival; Exclusive Remedy		39
Section 6.2	Mutual Release		39
Section 6.3	Indemnification		40
Section 6.4	Procedures for Indemnification of Third-Party Claims		41
Section 6.5	Reductions for Insurance Proceeds		43
Section 6.6	Direct Claims		43
Section 6.7	Joint Defense and Cooperation		44
ARTICLE VII ADDITIONAL COVENANTS			44
Section 7.1	Intercompany Agreements		44
Section 7.2	Assignment of Employee Restrictive Covenant Agreements		45
Section 7.3	Guarantee Obligations and Liens		45
Section 7.4	Insurance		46

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Section 7.5	Further Assurances	48
Section 7.6	Use of Names	49
Section 7.7	Board Members and Committee Members	50
Section 7.8	Auditors	50
Section 7.9	Sufficiency of Assets	51
Section 7.10	Supply Agreements	51
ARTICLE VIII ACCESS TO INFORMATION		51
Section 8.1	Provision of Information	51
Section 8.2	Privileged Information	53
Section 8.3	Production of Witnesses	54
Section 8.4	Retention of Information	54
Section 8.5	Confidentiality	55
Section 8.6	Cooperation with Respect to Government Reports and Filings	56
ARTICLE IX NO REPRESENTATIONS OR WARRANTIES		57
Section 9.1	No Representations or Warranties	57
ARTICLE X MISCELLANEOUS		58
Section 10.1	Expenses	58
Section 10.2	Notices	58
Section 10.3	Interpretation	60
Section 10.4	Headings	60
Section 10.5	Attorneys’ Fees	60
Section 10.6	Severability	61
Section 10.7	Assignment	61
Section 10.8	No Third Party Beneficiaries	61
Section 10.9	Entire Agreement	61
Section 10.10	Governing Law	61
Section 10.11	Counterparts	62
Section 10.12	Amendments; Waivers	62
Section 10.13	Termination	62
Section 10.14	Waiver of Jury Trial	62
Section 10.15	Jurisdiction; Service of Process	62
Section 10.16	Specific Performance	63
Section 10.17	Damages Waiver	64

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Exhibits
Exhibit A-1	Form of Sublease
Exhibit A-2	Form of Lease Assignment
Exhibit A-3	Form of Gross Lease Agreement
Exhibit B	Form of Spinco Certificate of Incorporation
Exhibit C	Form of Spinco Bylaws

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CONTRIBUTION AND DISTRIBUTION AGREEMENT

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”).

RECITALS

WHEREAS, Spinco is a newly-formed, wholly-owned, direct Subsidiary of IP;

WHEREAS, IP, Spinco, UWWH, xpedx Intermediate, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of IP (“xpedx Intermediate”), and the other Persons party thereto have entered into an Agreement and Plan of Merger, of even date herewith (as such agreement may be amended from time to time, the “Merger Agreement”), pursuant to which (i) at the Effective Time, UWWH will merge with and into Spinco, with Spinco continuing as the surviving corporation (the “Parent Company Merger”), and (ii) immediately thereafter, xpedx Intermediate will merge with and into Unisource Worldwide, Inc., a Delaware corporation (“Unisource Sub”), with Unisource Sub continuing as the surviving corporation and a wholly-owned subsidiary of Spinco (the “Operating Company Merger”);

WHEREAS, this Agreement and the other Transaction Agreements (as defined herein) set forth certain transactions that are conditions to consummation of the Parent Company Merger;

WHEREAS, prior to the Distribution (as defined herein) upon the terms and subject to the conditions set forth in this Agreement, subject to Section 2.1(b), IP will, pursuant to a series of restructuring transactions, (a) cause to be directly or indirectly transferred to and assumed by a Luxembourg entity to be formed as an indirect, wholly owned Subsidiary of IP (“xpedx Foreign Sub”) all of the non-U.S. Spinco Assets (as defined herein) and non-U.S. Spinco Liabilities (as defined herein), except for those non-U.S. Spinco Assets directly or indirectly held, or non-U.S. Spinco Liabilities directly or indirectly owed, by xpedx International, Inc., in accordance with Section 1.1(i) of the Disclosure Letter, (b) contribute 100% of the equity interests of xpedx Foreign Sub and xpedx International, Inc. and the Spinco Assets not directly or indirectly held by xpedx Foreign Sub (after giving effect to the foregoing clause (a)) or xpedx International, Inc. or any of its Subsidiaries to xpedx, LLC, a New York limited liability company and a wholly owned Subsidiary of IP (“xpedx”), (c) cause the Spinco Liabilities (other than those of xpedx Foreign Sub or any of its Subsidiaries (after giving effect to the foregoing clause (a)) to be assumed by xpedx or any Subsidiary of xpedx, (d) cause each member of the Spinco Group not to hold any Assets that are not Spinco Assets or be liable for any Liabilities that are not Spinco Liabilities, and (e) contribute all of the membership interest in xpedx to xpedx Intermediate, in each case as of immediately prior to the Distribution (the foregoing clauses (b)-(e) are collectively referred to as the “LLC Contribution”);

WHEREAS, following the LLC Contribution, upon the terms and subject to the conditions set forth in this Agreement, IP will contribute to Spinco all of the membership interests in xpedx Intermediate;

WHEREAS, following the contribution to Spinco of all of the membership interests in xpedx Intermediate, upon the terms and subject to the conditions set forth in this Agreement, xpedx will engage in certain debt financing transactions as contemplated by and pursuant to the provisions of the Merger Agreement and distribute all or a portion of the proceeds thereof to xpedx Intermediate, which will distribute all or a portion of the proceeds thereof to Spinco and, in exchange for the contribution of all the membership interests in xpedx Intermediate to Spinco, Spinco will issue Spinco Common Stock (as defined herein) to IP and pay to IP the Special Payment and Earnout Payment (if applicable and due) (the transactions described in this recital and in the immediately preceding recital shall be subject to the terms, conditions and limitations set forth in this Agreement and are collectively referred to as the “Spinco Contribution” and the Spinco Contribution and the LLC Contribution are collectively referred to as the “Contributions”);

WHEREAS, following the Contributions, upon the terms and subject to the conditions set forth in this Agreement, IP will distribute (the “Distribution”) all of the issued and outstanding shares of common stock, par value $.01 per share, of Spinco (“Spinco Common Stock”) to the holders as of the Record Date (as defined herein) of the outstanding shares of common stock, par value $1.00 per share, of IP (“IP Common Stock”);

WHEREAS, immediately following the Distribution, the Parent Company Merger will be consummated and, immediately thereafter, the Operating Company Merger will be consummated, in each case as contemplated by the Merger Agreement;

WHEREAS, the Parties to this Agreement intend that (i) the Spinco Contribution, together with the Distribution, qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code; (ii) the Distribution qualify as a distribution of Spinco stock to IP stockholders eligible for nonrecognition under Sections 355(a) and 361 of the Code; (iii) the Special Payment and the Earnout Payment qualify for nonrecognition under Section 361(b)(1)(A) of the Code, (iv) the Parent Company Merger qualify as a tax-free reorganization pursuant to Section 368(a)(1)(A) of the Code; (v) the Operating Company Merger qualify as a tax-free capital contribution under Section 351 of the Code; and (vi) no gain or loss be recognized as a result of such transactions for federal income tax purposes by any of IP, Spinco, UWWH, their respective Subsidiaries, the UWWH stockholders (except to the extent of cash received in lieu of fractional shares, as a result of the Tax Receivable Agreement, or as a result of cash received pursuant to ARTICLE III of the Merger Agreement) or the IP stockholders (except to the extent of cash received in lieu of fractional shares); and

WHEREAS, the Parties to this Agreement intend that, except as set forth in Section 2.5 hereof or the Employee Matters Agreement, throughout the internal restructurings taken in contemplation of this Agreement, the Contributions and the Distribution, the Spinco Group Employees shall maintain uninterrupted continuity of employment, compensation and benefits, and also for union-represented employees, uninterrupted continuity of representation for purposes of collective bargaining and uninterrupted continuity of coverage under their collective bargaining agreements, in each case as contemplated by and provided in the Employee Matters Agreement.

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NOW, THEREFORE, in consideration of these premises, and of the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

Definitions

Section 1.1 General. The preamble and recitals set forth above are integral to this Agreement and are incorporated in and made a part of this Agreement. As used in this Agreement, if not otherwise defined herein, the following terms shall have the following meanings:

“Affiliate” means a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise; provided, however, that for purposes of this Agreement, from and after the Distribution Date, no member of either Group shall be deemed an Affiliate of any member of the other Group.

“Agent” means the distribution agent agreed upon by IP and UWWH, to be appointed by IP to distribute the shares of Spinco Common Stock pursuant to the Distribution.

“Agreement” has the meaning set forth in the Preamble.

“Applicable Accounting Principles” means GAAP as applied in a manner consistent with the GAAP-compliant methodologies, practices, estimation techniques, classifications, judgments, assumptions and principles used in the preparation of the Spinco Audited Balance Sheet and the related audited statements of operations, cash flows and parent company equity for the year ended December 31, 2012, subject to the exceptions, and determined in accordance with the accounting principles and methodologies, set forth on Section 1.1(j) of the Disclosure Letter.

“Asset” means any and all assets, properties and rights, wherever located, whether real, personal or mixed, tangible or intangible, current or long-term.

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“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable Law to close.

“Calculation Time” means 11:59 p.m., New York time, on the Distribution Date.

“Cash and Cash Equivalents” means, as of any date of determination, all cash and cash equivalents, including certificates of deposit or bankers’ acceptances maturing within six months from the date of acquisition thereof, and marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or an agency thereof, and investments in money market funds and all deposited but uncleared bank deposits.

“Claims Made Policies” has the meaning set forth in Section 7.4(a).

“Closed Facilities” means the real property listed on Section 1.1(a) of the Disclosure Letter.

“Closing” has the meaning set forth in the Merger Agreement.

“Closing Date” has the meaning set forth in the Merger Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Confidential Business Information” means all Information, data or material (other than Confidential Operational Information), including (i) earnings reports and forecasts, (ii) macro-economic reports and forecasts, (iii) business and strategic plans, (iv) general market evaluations and surveys, (v) litigation presentations and risk assessments, (vi) budgets and (vii) financing and credit-related information.

“Confidential Information” means all Confidential Business Information and Confidential Operational Information concerning a Party and/or its Subsidiaries which, prior to or following the Effective Time, has been disclosed by a Party or its Subsidiaries to the other Party or its Subsidiaries, in written, oral (including by recording), electronic or visual form, or otherwise has come into the possession of the other Party, including pursuant to the access provisions or any other provision of this Agreement or any other Transaction Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no action of such Party or its Subsidiaries, (ii) lawfully acquired from other sources by such Party or its Subsidiaries to which it was furnished, (iii) independently developed by a Party or its Subsidiaries after the date hereof without reference to the Confidential Business Information or Confidential Operational Information of the other Party or its Subsidiaries and without a breach of this Agreement or (iv) approved for release by written authorization of the disclosing Party and/or the third-party owner of the disclosed information; provided, however, in the case of clause (ii) that, to the furnished Party’s knowledge, such sources did not provide such information in breach of any confidentiality obligations).

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“Confidential Operational Information” means all operational Information, data or material including (i) specifications, ideas and concepts for products, services and operations, (ii) quality assurance policies, procedures and specifications, (iii) customer and supplier information, (iv) software, (v) training materials and information and (vi) all other know-how, methodologies, procedures, techniques and trade secrets related to design, development and operational processes.

“Confidentiality Agreement” means the Amended and Restated Confidentiality Agreement by and between IP and UWWH, dated as of May 17, 2013, as amended.

“Contract” means any contract, agreement or binding arrangement or understanding, whether written or oral and whether express or implied, including all amendments, modifications and supplements thereto and waivers and consents thereunder.

“Contributions” has the meaning set forth in the Recitals.

“Current Assets” means all Assets (other than LIFO inventory reserve, Excluded Assets, Cash and Cash Equivalents, Income Tax Assets other than Mexican/Dutch Income Tax Assets and deferred Tax Assets, but including current Non-Income Tax Assets and current Mexican/Dutch Income Tax Assets) that are primarily used or held for use in, or that primarily arise from or primarily relate to, the conduct of the Spinco Business that are current assets, determined as of the Calculation Time in accordance with the Applicable Accounting Principles.

“Current Liabilities” means all Liabilities (other than Excluded Liabilities, Income Tax Liabilities other than Mexican/Dutch Income Taxes, deferred Tax Liabilities, Transaction Expenses, Shared Expenses, deferred rent, Liabilities set forth on Section 8.29 of the IP/Spinco Disclosure Schedules and any Indebtedness, but including current Liabilities for Non-Income Taxes and Mexican/Dutch Income Taxes, in each case, that are Spinco Taxes (as defined in the Tax Matters Agreement)) to the extent relating to or arising from the conduct of the Spinco Business that are current liabilities, determined as of the Calculation Time in accordance with the Applicable Accounting Principles.

“Dataroom” means the electronic data room established by Intralinks on behalf of IP located at https://services.intralinks.com/ui/flex/CIX.html under code name “Project Unicorn.”

“Delayed Transfer Assets” means any Assets (other than Excluded Assets) contemplated by Section 2.1 not transferred on or prior to the Distribution Date.

“Delayed Transfer Liabilities” means any Liabilities (other than Excluded Liabilities) contemplated by Section 2.1 not transferred on or prior to the Distribution Date.

“Disclosure Letter” means the schedule prepared and delivered by IP to Spinco and UWWH as of the date of this Agreement.

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“Dispute Resolution Request” has the meaning set forth in Section 5.2(c).

“Distribution” has the meaning set forth in the Recitals.

“Distribution Date” means the date that the Distribution shall become effective.

“Dutch Transferred Entity” has the meaning set forth in the Tax Matters Agreement.

“Earnout Payment” has the meaning set forth in Section 5.3.

“Effective Time” has the meaning set forth in the Merger Agreement.

“EM xpedx” means EM xpedx, S.A. De C.V.

“Employee Matters Agreement” means the Employee Matters Agreement entered into among IP, Spinco and UWWH on the date hereof, as such agreement may be hereafter amended from time to time.

“Encumbrances” means all liens (statutory or otherwise), security interests, hypothecations, preferences, priorities, easements, pledges, bailments (in the nature of a pledge or for purposes of security), mortgages, deeds of trusts, covenants, grants of power to confess judgment, charges (including any conditional sale or other title retention agreement or lease in the nature thereof), options, encumbrances or other restrictions of any kind, including restrictions on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, and all other similar rights of third parties, of any kind or nature.

“Environmental Law” shall mean any Law relating to pollution or the protection, cleanup or restoration of the environment, or to workplace or public health or safety as such relates to releases of hazardous substances, including without limitation the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act, the Federal Comprehensive Environmental Response, Compensation, and Liability Act and the Federal Toxic Substances Control Act, and the state, local and foreign counterparts thereto.

“Estimated Adjustment Amount” has the meaning set forth in the Merger Agreement.

“Estimated Adjustment Amount Payment” has the meaning set forth in the Merger Agreement.

“Exchange Act” has the meaning set forth in the Merger Agreement.

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“Excluded Assets” means, subject to Section 2.1(c), collectively, all of the right, title and interest of IP and its Subsidiaries in all Assets held by them other than those described in the definition of Spinco Assets, it being acknowledged that Excluded Assets include, collectively:

(i) all Retained Contracts;

(ii) Cash and Cash Equivalents (other than Restricted Cash and other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.2(c));

(iii) the capital stock of each IP Subsidiary;

(iv) all defenses and counterclaims relating to any Excluded Liability;

(v) all claims, causes of action and rights (or any share thereof) to the extent related to or arising from any other Excluded Asset or Excluded Liability;

(vi) without limiting the rights of Spinco pursuant to Section 7.4, all Policies;

(vii) all rights of any member of the IP Group under the Transaction Agreements;

(viii) all Closed Facilities and any ownership interests in Shared Locations;

(ix) all other Assets of any member of the IP Group to the extent specifically assigned to or agreed to be retained by any member of the IP Group pursuant to this Agreement or any other Transaction Agreement (including the Tax Matters Agreement and the Employee Matters Agreement);

(x) any Assets set forth on Section 1.1(b) of the Disclosure Letter; and

(xi) IP’s interest as tenant (including its right to any security deposit delivered by IP) under each Lease relating to each Leased Real Property subleased from IP to Spinco pursuant to Section 2.2(c) (until such time as such sublease is terminated and such Lease is assigned from IP to Spinco pursuant to Section 2.2(d), at which time IP’s interest as tenant (including its right to any security deposit delivered by IP) shall be a Spinco Asset).

“Excluded Environmental Liabilities” means all Liabilities arising at any time under any Environmental Law (including those associated with personal injury or property damage claims, exposure to asbestos or other hazardous substances, onsite or off-site environmental, health or safety conditions, vapor intrusion conditions, off-site waste management or disposal facilities, and environmental, health and safety regulatory compliance violations) with respect to (i) the IP Business, (ii) the Closed Facilities, (iii) any facility or property at any time prior to the Distribution Date owned, leased, operated or used in connection with or as part of the Spinco Business, other than the Transferred Real Properties or Shared Locations, which for the avoidance of doubt shall be governed under clause (iv) of this definition, and (iv) Shared Locations except to the extent Liabilities at such Shared Locations arise as a result of the operation of the Spinco Business.

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“Excluded Liabilities” means, subject to Section 2.1(c), collectively:

(i) all Liabilities of IP or any of its Subsidiaries (including any Liabilities of Spinco and the Spinco Subsidiaries) not expressly constituting Spinco Liabilities, including those relating to or arising from the IP Business and the Liabilities of or allocated to IP or any of the IP Subsidiaries under the Transaction Agreements;

(ii) all Liabilities under the Shared Contracts except to the extent assumed by Spinco pursuant to Section 2.4;

(iii) all Liabilities in respect of or arising from Retained Contracts;

(iv) all Liabilities relating to or arising from any Spinco Guarantee;

(v) all Liabilities relating to or arising from any Excluded Asset, other than (in each case to the extent relating to or arising from the Spinco Business) Liabilities relating to Shared Locations, Delayed Transfer Assets or any other Excluded Assets the benefit of which continues to be provided to Spinco after the Closing Date;

(vi) Excluded Environmental Liabilities;

(vii) Encumbrances relating to or arising from any Excluded Liability; and

(viii) indebtedness for borrowed money, other than, for the avoidance of doubt, the Special Payment Financing.

“Financial Instruments” means credit facilities, guarantees, commercial paper, interest rate swap agreements, foreign currency forward exchange contracts, letters of credit, surety bonds and similar instruments.

“GAAP” means United States generally accepted accounting principles.

“Governmental Authority” means any foreign, federal, state or local court, administrative agency, official board, bureau, governmental or quasi-governmental entities having competent jurisdiction over IP, Spinco or UWWH, any of their respective Subsidiaries and any other tribunal or commission or other governmental department, authority or instrumentality or any subdivision, agency, mediator, commission or authority of competent jurisdiction.

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“Group” means the IP Group or the Spinco Group, as the case may be.

“Income Tax” has the meaning set forth in the Tax Matters Agreement.

“Indebtedness” has the meaning set forth in the Merger Agreement.

“Indemnifiable Losses” means all Losses, judgments or settlements of any nature or kind, including all costs and expenses (legal, accounting or otherwise) that are reasonably incurred relating thereto, suffered by an Indemnitee, including any costs or expenses of enforcing any indemnity hereunder, any costs of collection and all Taxes resulting from indemnification payments hereunder.

“Indemnifying Party” means, with respect to a matter, a Person that is obligated under this Agreement to provide indemnification with respect to such matter.

“Indemnitee” means, with respect to a matter, a Person that may seek indemnification under this Agreement with respect to such matter.

“Information” means all lists of customers, records pertaining to customers and accounts, copies of Contracts, personnel records, lists and records pertaining to customers, suppliers and agents, and all accounting and other books, records, ledgers, files and business records, data and other information of every kind (whether in paper, electronic, microfilm, computer tape or disc, magnetic tape or any other form).

“Intellectual Property” has the meaning set forth in the Merger Agreement.

“Intellectual Property Assets” means all Transferred Patents, Transferred Trademarks and Transferred Intellectual Property, together with all income, royalties, damages and payments relating thereto due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof), the right to sue and recover for past infringements or misappropriations thereof, and any and all corresponding rights, claims and remedies that, now or hereafter, may be secured throughout the world.

“IPAD” means International Paper Asia Distribution Limited.

“IP” has the meaning set forth in the Preamble.

“IP Business” means all of the businesses and operations conducted by IP and the IP Subsidiaries, other than the Spinco Business, at any time, whether prior to, on or after the Distribution Date.

“IP Common Stock” has the meaning set forth in the Recitals.

“IP/Spinco Disclosure Schedules” has the meaning set forth in the Merger Agreement.

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“IP Estimated Closing Statement” has the meaning set forth in Section 5.1.

“IP Group” means IP and the IP Subsidiaries.

“IP Guarantees” has the meaning set forth in Section 7.3(a).

“IP Indemnitees” mean IP, each member of the IP Group, in each case, from and after the Effective Time, and each of their respective present, former and future Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

“IP Subsidiaries” means all direct and indirect Subsidiaries of IP other than Spinco and the Spinco Subsidiaries.

“Law” means any federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license, treaty or permit of any Governmental Authority.

“Lease” has the meaning set forth in Section 2.2(c).

“Leased Real Property” means all leasehold or subleasehold estates and other similar rights of IP or its Affiliates to use or occupy any land, buildings or structures that are currently used primarily in the conduct of the Spinco Business, including the properties listed on Section 1.1(c) of the Disclosure Letter.

“Liability” or “Liabilities” means all debts, liabilities, obligations, Losses, interest and penalties of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising.

“Litigation Matters” means all demands, actions, claims, charges, grievances, complaints, arbitrations, mediations, proceedings, inquiries, reviews, audits, hearings, pending or threatened litigation, investigations, suits, countersuits or other legal matters of any nature, whether civil, criminal, administrative, investigative, regulatory or informal, commenced, brought or heard by or before any Governmental Authority, in the case of each of the foregoing, that have been or may be asserted against, or otherwise adversely affect, IP or Spinco (or members of either Group).

“LLC Contribution” has the meaning set forth in the Recitals.

“Losses” means any and all damages, judgments, awards, liabilities, losses (including lost profits, lost revenue and diminution in value), obligations, claims of any kind or nature, fines and costs and expenses (including interest, penalties, reasonable fees and expenses of attorneys, auditors, consultants and other agents and all amounts paid in investigation, defense or settlement of any of the foregoing and the enforcement of any rights hereunder).

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“Merger Agreement” has the meaning set forth in the Recitals.

“Mexican/Dutch Income Taxes” means Income Taxes of each Mexican Transferred Entity and Dutch Transferred Entity.

“Mexican Transferred Entity” has the meaning set forth in the Tax Matters Agreement.

“Non-Income Tax” has the meaning set forth in the Tax Matters Agreement.

“Occurrence Basis Policies” has the meaning set forth in Section 7.4(a).

“Operating Company Merger” has the meaning set forth in the Recitals.

“Owned Real Property” means all land that is owned by IP or its Affiliates and currently used primarily in the conduct of the Spinco Business, including the properties listed on Section 1.1(d) of the Disclosure Letter, together with all buildings, structures, improvements and fixtures located thereon, subject to all easements and other rights and interests appurtenant thereto, including existing third party rights and interests, other than Closed Facilities.

“Patents” means any U.S. and non-U.S. patents and patent applications (including any continuations, continuations in part, divisional, reissues, renewals, re-examinations, extensions, provisional and applications for any of the foregoing), inventor’s certificates, utility model rights and similar rights, petty patents and applications therefor.

“Parent Company Merger” has the meaning set forth in the Recitals.

“Parties” has the meaning set forth in the Preamble.

“Person” or “person” means a natural person, corporation, company, joint venture, individual business trust, trust association, partnership, limited partnership, limited liability company or other entity, including a Governmental Authority.

“Policies” means all insurance policies, insurance Contracts and claim administration Contracts of any kind of IP and its Subsidiaries (including members of the Spinco Group) and their predecessors which were or are in effect at any time at or prior to the Distribution Date.

“Preliminary Earnout Payment Calculation” has the meaning set forth in Section 5.3(a).

“Privileged Information” means with respect to either Group, Information regarding a member of such Group or any of its operations, Assets or Liabilities (whether in documents or stored in any other form (electronic or tangible) or known to its employees, Representatives or agents) that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or another applicable privilege, that a member of the other Group may come into possession of or obtain access to pursuant to this Agreement, any other Transaction Agreement or otherwise.

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“Reclassification” has the meaning set forth in Section 4.2(a).

“Record Date” means the close of business on the date to be determined by the Board of Directors of IP as the record date for determining stockholders of IP entitled to participate in the Distribution, which date shall be the Business Day preceding the Distribution Date.

“Registration Statement” has the meaning set forth in the Merger Agreement.

“Related Parties” means, with respect to any Person, such Person’s present, former and future Representatives and each of their respective heirs, executors, successors and assigns.

“Representative” means, with respect to any Person, any of such Person’s directors, managers or persons acting in a similar capacity with such Person’s approval on its behalf, officers, employees, agents, consultants, financial and other advisors, accountants, attorneys and other representatives.

“Restricted Cash” means cash in escrow accounts or which is otherwise subject to any other restriction, whether contractual, statutory or pursuant to applicable Law, on the ability of such Person to freely transfer or use such cash for any lawful purpose.

“Retained Contract” means those Contracts listed in Section 1.1(e) of the Disclosure Letter.

“Shared Contracts” means Contracts to which IP or any of its Affiliates is a party pursuant to which the counterparty currently provides products, services or intellectual property to both the Spinco Business and the IP Business, but excluding Retained Contracts and Contracts under which products or services provided to the Spinco Business are charged directly or indirectly to the Spinco Business as corporate overhead.

“Shared Expenses” has the meaning set forth in the Merger Agreement.

“Shared Locations” means real property set forth on Section 2.7 of the Disclosure Letter.

“Shared Location Leases” has the meaning set forth in Section 2.7.

“Special Payment” means an amount as determined by IP, which shall not exceed $400,000,000, subject to adjustment pursuant to Section 5.1 and Section 5.2.

“Special Payment Financing” has the meaning set forth in Section 2.6(a).

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“Spinco” has the meaning set forth in the Preamble; provided that, with respect to any period following the Effective Time, all references to Spinco herein shall be deemed to be references to the Surviving Corporation.

“Spinco Assets” means, subject to Section 2.1(c), collectively, all of the right, title and interest of IP and its Affiliates as of immediately prior the Distribution in all Intellectual Property Assets and all other Assets that are primarily used or held for use in, or that primarily arise from, the operation or conduct of the Spinco Business or that are produced by the Spinco Business for use in or sale by the Spinco Business, including all of the right, title and interest of IP and its Affiliates in and to:

(i) each of the Assets, properties, goodwill and rights of any member of the IP Group or the Spinco Group to the extent held on the Distribution Date (x) reflected in the Spinco Audited Balance Sheet, plus (y) those acquired by any member of the IP Group or the Spinco Group after the date of the Spinco Audited Balance Sheet that, in the case of this clause (y), are primarily used or held for use in, or that primarily arise from, the operation or conduct of the Spinco Business or that are produced by the Spinco Business for use in or sale by the Spinco Business;

(ii) all Restricted Cash and the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.2(c);

(iii) all Current Assets;

(iv) all Owned Real Property and all Leased Real Property (“Transferred Real Property”);

(v) all products, supplies, parts and other inventories owned by any member of the IP Group or the Spinco Group (including any rights of any member of the IP Group of rescission, replevin and reclamation relating thereto) (“Inventory”) that immediately prior to the Contributions are located on the Transferred Real Property, other than Inventory of any IP Business that is held by the Spinco Business pursuant to an inventory management arrangement, and all other Inventory immediately prior to the Contributions (including products returned following the occurrence of the Contributions), in each case, that are primarily used or held for use in, or that primarily arise from, the operation or conduct of the Spinco Business or produced by the Spinco Business for use in or sale by the Spinco Business;

(vi) all other personal property and interests therein owned by any member of the IP Group or the Spinco Group (including all leasehold improvements, trade fixtures, computers and related software, machinery, equipment, furniture, furnishings, tools, office supplies, production supplies and other supplies, spare parts, other miscellaneous supplies and other tangible property of any kind and vehicles owned by any member of the IP Group or the

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Spinco Group) located immediately prior to the Contributions on any Transferred Real Property or any real property of any customer of the Spinco Business and all other personal property that is primarily used or held for use in, or primarily arise from, the operation or conduct of the Spinco Business, in each case, other than any such personal property that is used or held for use exclusively in the IP Business;

(vii) Contracts (other than Shared Contracts) that are used primarily in or related primarily to or arise primarily from the Spinco Business;

(viii) those rights in the Shared Contracts as are allocated to Spinco as contemplated by Section 2.4;

(ix) prepaid expenses, prepaid property taxes (if any), prepaid sales and use taxes (if any), security deposits, credits, deferred charges, advanced payments, in each case, to the extent related to or arising from the Spinco Business (other than (without limiting the obligation in Section 7.4(b)) prepaid insurance premiums, deposits, security or other prepaid amounts in connection with workers’ compensation and other Policies);

(x) licenses, permits, registrations, authorizations and certificates or other rights issued or granted by any Governmental Authority (including the rights of IP and its Affiliates to all data and records held by such Governmental Authority in connection therewith) and all pending applications therefor that are, in each case, used primarily in, or held primarily for the benefit of, or arising primarily from, the Spinco Business;

(xi) trade accounts and notes receivable and other amounts receivable arising from the sale or other disposition of goods, or the performance of services, by the Spinco Business;

(xii) the capital stock of, or equity or other ownership interest in, each Spinco Subsidiary;

(xiii) all other Assets of Spinco and the Spinco Subsidiaries to the extent specifically assigned to any member of the Spinco Group pursuant to any other Transaction Agreement;

(xiv) all claims, causes of action, rights, refunds, credits, choices in action, rights of recovery and rights of set-off of any kind (or any share thereof) to the extent related to or arising from any other Spinco Asset or Spinco Liability;

(xv) subject to Section 8.1 hereof or Section 2.2 of the Employee Matters Agreement, all books, records and other documents (including all books of account, ledgers, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, operating, production and other manuals, manufacturing and quality control records and

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procedures, billing records, sales and promotional literature) (in all cases, in any form or medium) owned by any member of the IP Group or the Spinco Group (“Records”) that are used or held for use primarily in, or that relate primarily to or arise primarily out of, the conduct or operation of the Spinco Business;

(xvi) all rights of Spinco or any other member of the Spinco Group under this Agreement or any other Transaction Agreement (including the Tax Matters Agreement and the Employee Matters Agreement);

(xvii) all rights and interests in and to bank accounts used or held for use exclusively in the Spinco Business, exclusive of any Cash and Cash Equivalents (other than Restricted Cash); and

(xviii) all other properties, Assets and rights owned by any member of the IP Group or the Spinco Group or that any member of the IP Group or the Spinco Group has an interest, in each case, that immediately prior to the Contributions are used or held for use primarily in, or that arise primarily out of or that relate primarily to, the conduct or operation of the Spinco Business and that are not otherwise Excluded Assets;

provided that the purchasing, holding, managing, distributing, selling or other use by the Spinco Business of products of the IP Business shall not be taken into account in determining whether Intellectual Property related to such products meets the definition of “Intellectual Property Assets” (including any defined terms used in the definition of such term, including “Transferred Patents,” “Transferred Trademarks,” and “Transferred Intellectual Property” and the defined terms used in the definition of such terms).

“Spinco Audited Balance Sheet” means the audited balance sheet of the Spinco Business as of December 31, 2012.

“Spinco Audited Financial Statements” has the meaning set forth in the Merger Agreement.

“Spinco Business” means the business segment of IP and its Affiliates referred to in IP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as “xpedx”, which includes the businesses described in the definition of Restricted Business, as such term is defined in the Merger Agreement; provided that “Spinco Business” shall not include IPAD and, except as the term “Spinco Business” is used in connection with financial statements, xpedx Canada and EM xpedx.

“Spinco Closing Balance Sheet” has the meaning set forth in Section 5.2(a).

“Spinco Closing Date Net Debt” means an amount (which may be negative), in each case, determined as of the Calculation Time and without giving effect to the consummation of the Transactions, equal to (i) the Indebtedness of the Spinco Group, (including the Special Payment Financing), other than the LLC Contribution, less (ii) an

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amount equal to the Cash and Cash Equivalents of the Spinco Group (other than Restricted Cash), plus (iii) any proceeds received from the sale of any fixed or long-term Spinco Asset from June 30, 2013 to the Distribution Date (net of any costs incurred in selling such asset).

“Spinco Closing Date Working Capital” means Spinco Working Capital as of the Calculation Time.

“Spinco Closing Statement” has the meaning set forth in Section 5.2(a).

“Spinco Common Stock” has the meaning set forth in the Recitals.

“Spinco Contribution” has the meaning set forth in the Recitals.

“Spinco Estimated Closing Balance Sheet” has the meaning set forth in Section 5.1.

“Spinco Estimated Net Debt Adjustment” has the meaning set forth in Section 5.1.

“Spinco Estimated Working Capital Amount” has the meaning set forth in Section 5.1.

“Spinco Final Closing Statement” has the meaning set forth in Section 5.2(c).

“Spinco Group” means Spinco and the Spinco Subsidiaries prior to the Effective Time.

“Spinco Group Employees” has the meaning set forth in the Employee Matters Agreement.

“Spinco Guarantees” has the meaning set forth in Section 7.3(b).

“Spinco Indemnitees” means any member of the Spinco Group, UWW Holdings, LLC and its members and Affiliates, in each case, from and after the Effective Time, and each of their respective present, former and future Representatives and each of the respective heirs, executors, successors and assigns of any of the foregoing.

“Spinco Liabilities” means, subject to Section 2.1(c), collectively:

(i) all Liabilities of IP or any of its Subsidiaries (including Spinco and the Spinco Subsidiaries) to the extent relating to or arising from the Spinco Business, including the Liabilities set forth on the Spinco Audited Balance Sheet (to the extent not satisfied in the operation of the Spinco Business in the ordinary course prior to the Distribution Date) and the Liabilities of or allocated to Spinco or any of the Spinco Subsidiaries under the Transaction Agreements;

(ii) all Current Liabilities;

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(iii) all Liabilities to the extent relating to or arising from any Spinco Assets (that are not Excluded Liabilities);

(iv) those Liabilities under Contracts that are Spinco Assets and Shared Contracts to the extent allocated to Spinco pursuant to Section 2.4 (“Assumed Contracts”);

(v) all Liabilities to the extent relating to or arising from any IP Guarantee; and

(vi) all Liabilities set forth on Section 1.1(f) of the Disclosure Letter; provided that Spinco Liabilities shall not include any Liabilities that are not specifically included in clauses (i) - (vi) of this definition or that are specifically included in clauses (i) - (viii) of the definition of Excluded Liabilities.

“Spinco Net Debt Adjustment” means an amount (which may be negative) equal to Spinco Closing Date Net Debt minus Spinco Target Net Debt.

“Spinco Subsidiaries” means xpedx Intermediate, xpedx Foreign Sub and each of their respective Subsidiaries, and any other Subsidiary of Spinco. For the avoidance of doubt, “Spinco Subsidiaries” shall include xpedx International, Inc. and shall not include IPAD, xpedx Canada or EM xpedx.

“Spinco Target Net Debt” means $5,850,483.

“Spinco Target Working Capital” means $661,251,790.

“Spinco Working Capital” means the sum (which amount may be positive or negative) of the Current Assets, minus the Current Liabilities, calculated in accordance with the Applicable Accounting Principles. Set forth on Section 1.1(k) of the Disclosure Letter is an illustrative example of the calculation of Spinco Working Capital.

“Spinco Working Capital Adjustment” means an amount (which may be a positive or negative number) equal to Spinco Closing Date Working Capital minus Spinco Target Working Capital.

“Subsidiary” means, with respect to any Person (but subject to the proviso in the definition of Affiliate), a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person, a Subsidiary of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, has either (i) a majority ownership in (A) the equity or (B) the interest in the capital or profits thereof, (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity, or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function.

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“Supply Agreements” means supply agreements in form and substance reasonably acceptable to IP and UWWH and having terms and conditions contemplated in the term sheets set forth on Section 1.1(l) of the Disclosure Letter to be entered into by Spinco and IP at the time of the Distribution.

“Surviving Corporation” has the meaning set forth in the Merger Agreement.

“Tax” or “Taxes” means (i) all taxes, charges, fees, duties, levies, imposts, required deposits, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or foreign Taxing Authority, including income, gross receipts, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including Taxes under Section 59A of the Code), custom duties, property (including real, personal or intangible), sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security (or similar), unemployment, disability, value added, alternative or add-on minimum or other taxes, whether disputed or not, and including any interest, penalties or additions attributable thereto; (ii) Liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any consolidated, combined, unitary or similar group or being (or having been) included or required to be included in any Tax Return related thereto (including pursuant to U.S. Treasury Regulation § 1.1502-6); and (iii) Liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied contract or obligation to indemnify or otherwise assume or succeed to the Liability of any other Person.

“Tax Matters Agreement” means the Tax Matters Agreement entered into on the date hereof, among IP, Spinco and UWWH, as such agreement may be amended from time to time.

“Tax Receivable Agreement” means the Tax Receivable Agreement, dated as of the Closing Date, among Spinco and UWW Holdings, LLC, a Delaware limited liability company, as such agreement may be amended from time to time.

“Third-Party Claim” means any Litigation Matter by or before any Governmental Authority asserted by a Person who or which is neither a Party nor a controlled or jointly controlled Affiliate of a Party.

“Third-Party Landlord” means the applicable third-party landlord under each of the Leases.

“Total IP Shares” means the total number of issued and outstanding shares of IP Common Stock as of the Record Date.

“Trademarks” means any U.S. and non-U.S. registered and unregistered trademarks and service marks (including those which are protected without registration due to their well-known status), trade dress, trade names, corporate names, logos, slogans, taglines, domain names, general intangibles of like nature, and other indicia of source, origin, endorsement, sponsorship or certification, designs, industrial designs, product packaging shape, and other elements of product and product packaging appearance together with all registrations and applications for registration of any of the foregoing and all goodwill related to any of the foregoing.

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“Transaction Agreements” means this Agreement, the Merger Agreement, the Employee Matters Agreement, Transition Services Agreement, Supply Agreements, Tax Receivable Agreement, the Consulting Agreement, the Registration Rights Agreement, the Tax Matters Agreement and all other documents required to be delivered by any party on the Closing Date pursuant to this Agreement and/or the Merger Agreement or otherwise delivered by any party on or about the Closing Date to effectuate the Transactions (including any bills of sale, assignments and assumptions, certificates of title and all other instruments of sale, transfer, assignment, conveyance and delivery that are delivered in connection with the consummation of the Transactions).

“Transaction Expenses” has the meaning set forth in the Merger Agreement.

“Transactions” has the meaning set forth in the Merger Agreement.

“Transferred Intellectual Property” means all (i) unpatented inventions (whether or not patentable), trade secrets under applicable law, know-how and confidential or proprietary information, including but not limited to (in whatever form or medium), discoveries, ideas, compositions, formulas, computer programs (including source and object codes), computer software documentation, database, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, information, manuals, reports and pricing and cost information, correspondence and notes; (ii) works of authorship, mask-works, copyrights, copyrightable works and copyright and mask work registrations and applications for registration; (iii) all other intellectual property and proprietary rights; and (iv) all claims and rights related to any of the foregoing, in each case of (i), (ii), (iii) and (iv), to the extent used, held for use in, or arising from the conduct of the Spinco Business, provided, however, that Patents and Trademarks are not included in Transferred Intellectual Property.

“Transferred Patents” means all Patents primarily used in or arising from the Spinco Business, including the Patents set forth on Section 1.1(g) of the Disclosure Letter.

“Transferred Trademarks” means all Trademarks primarily used in or arising from the Spinco Business, including the Trademarks set forth on Section 1.1(h) of the Disclosure Letter.

“Transition Services Agreement” means the Transition Services Agreement entered into on the Closing Date, among IP and Spinco.

“Unisource Sub” has the meaning set forth in the Recitals.

“UWWH” has the meaning set forth in the Recitals.

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“UWWH Common Stock” means the common stock, par value $0.01 per share, of UWWH.

“UWWH Stockholder” has the meaning set forth in the Merger Agreement.

“xpedx Canada” means IP Canadian Packaging Operations Inc.

“xpedx Foreign Sub” has the meaning set forth in the Recitals.

“xpedx Intermediate” has the meaning set forth in the Recitals.

Section 1.2 Construction. When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article, Section, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents to this Agreement, and the Article and Section headings contained in this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms and any reference to the masculine, feminine or neuter gender shall be deemed to include any gender or all three as appropriate. Unless otherwise specified, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent (but only to the extent such waiver or consent is not adverse to any member of the Spinco Group) and (in the case of statutes) by succession of comparable successor statutes, and including all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors and assigns. Unless expressly stated to the contrary in this Agreement or in any other Transaction Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to January 28, 2014 (or the date of which the relevant Transaction Agreement is first entered into, as the case may be) regardless of any amendment or restatement hereof (or thereof). The use of the phrase “ordinary course of business” or other derivations thereof shall mean “ordinary course of business consistent with past practice.” Unless the context otherwise requires, “or,” “neither,” “nor,” “any,” “either,” and “or” shall not be exclusive. Wherever and whenever in this Agreement there is a consent right of a Party or a reference to the “satisfaction” or “sole discretion” of a Party, such Party shall be entitled to consider solely its own interests (and not the interests of any other Person) or, at its sole election, any such other interests and factors as such Party desires. For purposes of this Agreement, the obligation of a Party to use its “reasonable best efforts” to achieve a particular result may require such Party to expend resources, incur costs or expenses, or pay amounts, in each case to the extent such expenditures, costs, expenses or payments, together with all other actions to be taken by such Party in pursuit of such result, would constitute the exercise of such Party’s “reasonable best efforts”.

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Section 1.3 References to Time. All references in this Agreement to times of the day shall be to New York City time.

ARTICLE II

The Contributions

Section 2.1 Transfers of Spinco Assets and Spinco Liabilities.

(a) Subject to Section 2.1(b) and Section 2.2 and, in the case of Information, ARTICLE VIII, effective on or prior to the Distribution Date, and in any event prior to the Distribution, IP shall (i) cause all of the non-U.S. Spinco Assets and all of the non-U.S. Spinco Liabilities to be directly or indirectly transferred, assigned, delivered and conveyed to or assumed by xpedx Foreign Sub, except for those non-U.S. Spinco Assets directly or indirectly held, or non-U.S. Spinco Liabilities directly or indirectly owed, by xpedx International, Inc., (ii) cause 100% of the equity interests in xpedx Foreign Sub and the Spinco Assets not directly or indirectly held by xpedx Foreign Sub (after giving effect to the foregoing clause (i)) to be transferred, assigned, delivered and conveyed to xpedx Intermediate or a wholly owned Subsidiary of xpedx Intermediate, (iii) cause the Spinco Liabilities (other than those of xpedx Foreign Sub or any of its Subsidiaries (after giving effect to the foregoing clause (i)) to be assumed by xpedx Intermediate or any Subsidiary of xpedx Intermediate, (iv) cause each Spinco Subsidiary not to hold any Assets that are not Spinco Assets or be liable for any Liabilities that are not Spinco Liabilities, in each case as of immediately prior to the Distribution, and (v) transfer, assign, deliver and convey to Spinco all of the membership interests in xpedx Intermediate. Spinco shall, and shall cause the Spinco Subsidiaries to, timely pay, perform and discharge, when and as due, all of the Spinco Liabilities. For the avoidance of doubt, the obligation of IP to transfer the Leased Real Property will be satisfied by IP and Spinco entering into, as of the Distribution Date, a sublease or lease assignment in the form of one of Exhibits B-1, B-2, B-3 and B-4, as applicable, with such changes as a Third-Party Landlord may reasonably request and which changes are approved by UWWH, and if such changes adversely affect IP, approved by IP. Prior to receipt of any required Third-Party Landlord consents to such lease assignment and/or sublease, following the Contributions, such Leased Real Property and the related Lease will be a Delayed Transfer Asset subject to Section 2.2. IP shall use its reasonable best efforts to obtain any Third-Party Landlord consent to any lease assignment or sublease pertaining to Leased Real Property, which is required in order to effect the transactions contemplated herein; provided that, neither IP nor Spinco shall enter into or otherwise agree to any modification of the terms of any Lease that is required in order to effect the transactions contemplated herein (it being understood and agreed that the terms of Exhibits B-1, B-2, B-3 and B-4 as agreed by IP and UWWH do not constitute a modification to the terms of any Lease) that would adversely affect Spinco or any other member of the Spinco Group (including due to an increase in rent or other incremental cost to any member of the Spinco Group under such Lease) without the prior written consent of UWWH.

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(b) Notwithstanding Section 2.1(a), IP may, if it deems necessary or desirable, change the timing or manner by which the direct or indirect transfer to, and assumption by, Spinco of the Spinco Assets and the Spinco Liabilities is effected, so long as, (i) immediately prior to the Distribution, all of the Spinco Assets and Spinco Liabilities, and no other Assets or Liabilities, are held by xpedx Intermediate or one or more Subsidiaries thereof and (ii) any such change would not (A) have any actual or potential adverse economic (including Tax) impact on Spinco or any other member of the Spinco Group, unless IP agrees to fully indemnify such member of the Spinco Group therefor, (B) be inconsistent with the intended tax-free treatment of the transactions contemplated herein or compromise the ability to obtain the IRS Ruling (as defined in the Tax Matters Agreement), (C) make the restrictions under Section 6.02 of the Tax Matters Agreement any more onerous to Spinco or (D) cause any member of the Spinco Group to own or hold or otherwise incur Liability in respect of any Excluded Liability, unless IP agrees to fully indemnify such member of the Spinco Group therefor. In the event of any such change, references in this Agreement to “Contributions” shall be deemed to refer to the Contributions as so changed. Notwithstanding the foregoing, IP shall (x) give notice to Spinco and UWWH of any material change to (1) the structure of the Contributions or (2) the internal restructuring transactions contemplated in the preamble hereto, (y) consult with Spinco and UWWH in good faith to determine whether such changes are permitted under this Section 2.1(b) and (z) indemnify each member of the Spinco Group and UWWH and its Subsidiaries for any Losses incurred by any of them arising out of or related to any such changes or as a result of any actions or omissions by IP (or, prior to the Closing, the Spinco Group) in reliance on this Section 2.1(b).

(c) Except for certain of the matters addressed in ARTICLE V and the defined terms used therein and for purposes of determining the amount of Indemnifiable Losses, the rights and obligations of the Parties with respect to Taxes shall be governed exclusively by the Tax Matters Agreement and, to the extent applicable, the Merger Agreement and the Tax Receivable Agreement. Accordingly, assets and liabilities relating to Taxes shall not be treated as Assets or Liabilities for purposes of, or otherwise be governed by, this Agreement. In the event of any inconsistency between this Agreement and the Tax Matters Agreement, the Merger Agreement or the Tax Receivable Agreement, the terms of the Tax Matters Agreement, the Merger Agreement or the Tax Receivable Agreement, as the case may be, shall control.

(d) Each of Spinco and UWWH hereby waives IP’s and the IP Group’s compliance with the requirements and provisions of the “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer, assignment, delivery, conveyance or sale of any or all of the Spinco Assets or Spinco Liabilities to any member of the Spinco Group.

(e) Prior to the Distribution Date, IP and Spinco shall use their respective reasonable best efforts to obtain any third-party consent or approval of a Governmental Authority required in connection with the Contributions or any other transactions contemplated by this Agreement.

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Section 2.2 Delayed Transfers; Misallocated Assets and Liabilities.

(a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any Asset or assume any Liability if, but solely to the extent, an attempted direct or indirect assignment or assumption thereof, without the consent of a third party or approval of a Governmental Authority, would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Authority or of applicable Law until such time as the necessary consent or approval is obtained. If any direct or indirect transfer or assignment by any member of the IP Group to any member of the Spinco Group or, in the case of any Excluded Asset or Excluded Liability, by any member of the Spinco Group to any member of the IP group, or any direct or indirect acquisition or assumption by any member of the Spinco Group or of the IP Group, as applicable, of, any interest in, or Liability, obligation or commitment under, any Spinco Asset or Spinco Liability as contemplated by this Agreement requires the consent of a third party or approval of a Governmental Authority, then (subject to Section 2.2(c) in the case of Leased Real Property) such transfer or assignment or assumption shall be made subject to such consent of a third party or approval of a Governmental Authority being obtained. For the avoidance of doubt, IP shall use its reasonable best efforts to obtain any third-party consent or approval of a Governmental Authority that is required in order to effect the transactions contemplated herein; provided that, in connection with obtaining any such third-party consent or approval of a Governmental Authority, neither IP nor Spinco shall enter into or otherwise agree to any modification of the terms of any Contract that is required in order to effect the transactions contemplated herein that would adversely affect Spinco or any other member of the Spinco Group (including due to an increase in payment or other incremental cost to any member of the Spinco Group under such Contract) without the prior written consent of UWWH.

(b) If any third-party consent or approval of a Governmental Authority referred to in this Section 2.2 is not obtained prior to the Distribution Date, the Distribution shall, subject to the satisfaction of the conditions set forth in ARTICLE III, nonetheless take place on the terms set forth herein and, thereafter, IP shall use reasonable best efforts (and Spinco shall cooperate with IP) to establish arrangements under which, following the Distribution Date, (i) the Spinco Group shall obtain (without infringing upon the legal rights of any third party or Governmental Authority or violating any applicable Law) the economic claims, rights and benefits under the Spinco Asset or Spinco Liability with respect to which the third-party consent or approval of a Governmental Authority has not been obtained in accordance with this Agreement and (ii) from and after the Distribution Date, the Spinco Group shall assume the economic burden with respect to the Spinco Asset or Spinco Liability with respect to which the third-party consent or approval of a Governmental Authority has not been obtained in accordance with this Agreement, in each case, as closely as possible with the use of reasonable best efforts to that which would be applicable to the Spinco Group if the consent had been obtained and the Spinco Asset or Spinco Liability transferred.

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(c) Notwithstanding the foregoing, and solely with respect to the Leased Real Property, IP shall use reasonable best efforts to obtain from the applicable Third-Party Landlords their respective consents to an assignment from IP to Spinco of each lease, sublease or other agreement governing such Leased Real Property (each, a “Lease”) to the extent such Lease requires such consent. For each Lease with respect to which such Third-Party Landlord consent to assignment is granted on or prior to the Distribution Date or is not required, the applicable Leased Real Property shall be assigned from IP to Spinco on the Distribution Date pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A-2, with such changes as may be reasonably requested by such Third-Party Landlord and approved by UWWH, and if such changes adversely affect IP, approved by IP. For each Lease with respect to which such landlord consent for an assignment is required but not obtained on or prior to the Distribution Date, IP shall use reasonable best efforts to obtain from the applicable Third-Party Landlord its consent to a sublease of the applicable Leased Real Property to the extent such Lease requires such consent. For each Lease with respect to which such Third-Party Landlord consent for a sublease is granted on or prior to the Distribution Date or is not required, the applicable Leased Real Property shall be subleased from IP to Spinco on the Distribution Date pursuant to a Sublease Agreement substantially in the form attached hereto as Exhibit A-1, with such changes as may be reasonably requested by the Third-Party Landlord and approved by UWWH, and if such changes adversely affect IP, approved by IP. For each Lease with respect to which the Third-Party Landlord does not consent to either an assignment or sublease on or prior to the Distribution Date but such consents are required, Section 2.2(b) shall govern the arrangements with respect to the applicable Leased Real Property from and after the Distribution Date (which shall include, with respect to Leased Real Property, IP’s continuing reasonable best efforts (and Spinco’s cooperation with IP) to obtain the applicable Third-Party Landlord consent to an assignment and, if assignment is not achieved using reasonable best efforts, a sublease). For any Leased Real Property for which a sublease is executed between IP and Spinco, Section 2.2(d) shall apply from and after the Distribution Date, such that upon obtaining any Third-Party Landlord consent to an assignment of a Lease and effectuating such assignment pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A-2, with such changes as may be reasonably requested by the Third-Party Landlord and approved by UWWH, and if such changes adversely affect IP, approved by IP, the corresponding sublease shall be terminated.

(d) If and when any such third-party consent or approval of a Governmental Authority is obtained after the Distribution, the assignment of the Spinco Asset or assumption of the Spinco Liability to which such third-party consent or approval of a Governmental Authority relates shall be promptly effected in accordance with the terms of this Agreement without the payment of additional consideration. IP shall, and shall cause its respective Subsidiaries to, use reasonable best efforts (and Spinco shall, and shall cause its respective Subsidiaries to, cooperate with IP) to obtain such third-party consents and/or approvals of Governmental Authorities as promptly as practicable; provided that, in connection with obtaining any such third-party consent or approval of a Governmental Authority, neither IP nor Spinco shall enter into or otherwise agree to any modification of the terms of any Contract that is required in order to effect the

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transactions contemplated herein that would adversely affect Spinco or any other member of the Spinco Group (including due to an increase in payment or other incremental cost to any member of the Spinco Group under such Contract) without the prior written consent of UWWH. IP shall bear any and all third-party fees and out-of-pocket expenses (including attorneys’ fees) that may be reasonably required in connection with obtaining, whether before or after the Distribution, any such third-party consents and approvals of Governmental Authorities. The Parties shall use their respective reasonable best efforts to cooperate in minimizing all such fees and expenses.

(e) In the event that at any time prior to the Cut-off Date, a member of the IP Group becomes aware (including by request of Spinco) that it possesses any Spinco Asset or Spinco Liability, IP shall cause the prompt transfer of such Spinco Assets to Spinco or assumption of such Spinco Liability by Spinco or any member of the Spinco Group, and Spinco shall, or shall cause a member of the Spinco Group to, accept and assume such Spinco Asset or Spinco Liability (except as otherwise contemplated by the Transaction Agreements), in each case, without further consideration. Prior to any such transfer, IP shall hold such Spinco Assets in trust for Spinco and pay over to Spinco as promptly as practicable any amounts or benefits received by the IP Group with respect to such Spinco Assets following the Distribution Date. In the event that at any time, a member of the Spinco Group becomes aware that it possesses any Excluded Assets or Excluded Liability (except as otherwise contemplated by the Transaction Agreements), the Spinco Group shall cause the prompt transfer of such Excluded Assets to IP or a member of the IP Group or assumption of such Excluded Liability by IP or a member of the IP Group, and IP shall, or shall cause a member of the IP Group to, accept and assume such Excluded Asset (including any Cash and Cash Equivalents (other than Restricted Cash and other than the amount of any Cash and Cash Equivalents included in the calculation of the Spinco Net Debt Adjustment, as finally determined pursuant to Section 5.2(c))) or Excluded Liability, in each case, without further consideration. Prior to any such transfer, the Spinco Group shall hold such Excluded Assets in trust for IP and pay over to IP as promptly as practicable any amounts or benefits received with respect to such Excluded Assets following the Distribution Date.

Section 2.3 Conveyancing and Assumption Agreements. In connection with the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by this ARTICLE II, IP and Spinco shall execute, or cause to be executed by the appropriate entities, notices and conveyancing and assumption instruments as IP may deem necessary or desirable (including the Form of Assignment and Assumption Agreement attached hereto as Exhibit A-2 (with respect to Leased Real Property that is being assigned), the form of sublease attached hereto as Exhibit A-1 (with respect to Leased Real Property that is not being assigned and for which a sublease is permitted) and one of the forms of Lease attached hereto as Exhibit A-3 or A-4 (with respect to certain Shared Locations, in such form of Lease as will be identified on Section 2.7 of the Disclosure Letter), in each case in accordance with the terms and conditions of Sections 2.2 and 2.7); provided that such instruments shall not impose obligations on either IP or Spinco or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters.

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Section 2.4 Shared Contracts. IP will use its reasonable best efforts (and Spinco will cooperate with IP) to separate the Shared Contracts into separate Contracts effective as of the Distribution so that from and after the Distribution Spinco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Business and the IP Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Business will be a Spinco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.4 will terminate on the date that is eighteen months following the Distribution Date. If any Shared Contract is not separated prior to the Distribution Date, then such Shared Contract shall be governed under Section 2.4, including IP agreeing to use reasonable best efforts (and the Spinco agreeing to cooperate with IP) to establish arrangements under which the Spinco Group shall continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Distribution Date, until such Shared Contract expires in accordance with its terms. IP shall bear any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the Distribution, any such separation of a Shared Contract. IP will use its reasonable best efforts to deliver a list of the Shared Contracts to UWWH as soon as practicable after the date hereof.

Section 2.5 Certain Resignations. At or prior to the Distribution Date, except as otherwise agreed between IP and UWWH in writing prior to the Distribution Date, IP shall cause each employee and director of IP and its Subsidiaries who will not be employed by Spinco or a Spinco Subsidiary after the Distribution Date to resign, effective not later than the Distribution Date, from all boards of directors or similar governing bodies of Spinco or any Spinco Subsidiary on which they serve, and from all positions as officers of Spinco or any Spinco Subsidiary in which they serve; it being understood that only Mary Laschinger will remain on the board of directors of Spinco, which will be comprised as of the Effective Time of the Persons set forth on Section 7.7 of the Disclosure Letter. At or prior to the Distribution Date, Spinco will cause each employee and director of Spinco and its Subsidiaries who will not be employed by IP or an IP Subsidiary after the Distribution Date to resign, effective not later than the Distribution Date, from all boards of directors or similar governing bodies of IP, any IP Subsidiary or any other Person in which IP holds any equity interest on which they serve, and from all positions as officers of IP, any IP Subsidiary or any other Person in which IP holds any equity interest in which they serve.

Section 2.6 Payments.

(a) On the Distribution Date, Spinco shall cause xpedx to (i) enter into one or more debt financing transactions immediately prior to the Distribution, in accordance with the applicable provisions of the Merger Agreement (collectively, the “Special Payment Financing”) and (ii) distribute some of the proceeds therefrom to Spinco for use by Spinco to pay the Special Payment to IP. Immediately prior to the Distribution, Spinco shall pay the Special Payment to IP in exchange for the contribution of all the membership interests in xpedx Intermediate to Spinco.

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(b) The rights and obligations of the Parties in respect of pursuing and obtaining the Special Payment Financing are set forth in the Merger Agreement, and, except as set forth in ARTICLE IV and Section 10.16 with respect to such obligations, no additional rights or obligations shall be deemed to arise under this Agreement in connection therewith.

(c) Subject to the terms and conditions of Section 5.3, Spinco shall cause the Earnout Payment to be made to IP if and when due under Section 5.3.

Section 2.7 Shared Locations. Notwithstanding anything to the contrary contained herein, on the Distribution Date, IP and Spinco shall enter into a lease, sublease or other occupancy agreement governing each Shared Location (each, a “Shared Location Lease”) in accordance with the terms of Section 2.7 of the Disclosure Letter. To the extent that the consent of a Third-Party Landlord is necessary for a Shared Location Lease and such consent is not obtained, such Shared Location shall be subject to Section 2.2 and Section 2.3.

ARTICLE III

Conditions

Section 3.1 Conditions to the Distribution. The obligations of IP pursuant to this Agreement to effect the Distribution shall be subject to the substantially simultaneous consummation of the transactions contemplated by Section 2.6 and the satisfaction (or waiver by (i) IP, in the case of the conditions set forth in Section 9.2 of the Merger Agreement or (ii) IP and UWWH, in the case of the conditions set forth in Section 9.1 of the Merger Agreement) on or prior to the Distribution Date (other than those conditions that, by their nature, are to be satisfied contemporaneously with the Closing, but subject to the satisfaction (or waiver by (x) IP, in the case of the conditions set forth in Section 9.2 of the Merger Agreement or (y) IP and UWWH, in the case of the conditions set forth in Section 9.1 of the Merger Agreement) of such conditions at the Closing) of each of the conditions set forth in Sections 9.1 and 9.2 of the Merger Agreement (except the consummation of the Contributions and the Distribution); provided that, notwithstanding anything set forth in this ARTICLE III to the contrary, the Parties agree that the Distribution Date shall occur on the same date as the Closing Date, as determined in accordance with the terms and conditions of the Merger Agreement.

Section 3.2 Waiver of Conditions. The condition set forth in Section 3.1 hereof, may be waived, in whole or in part, to the extent permitted by applicable Law, in the sole discretion of IP. The condition set forth in Section 3.1 is for the sole benefit of IP and shall not give rise to or create any duty on the part of IP to waive or not waive such condition.

ARTICLE IV

The Distribution

Section 4.1 Record Date and Distribution Date. Subject to the satisfaction, or to the extent permitted by applicable Law, waiver, in whole or in part, of the conditions set forth in Section 3.1, the Board of Directors of IP in consultation with UWWH, consistent with the

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Merger Agreement and New York law, shall establish the Record Date and the Distribution Date and any necessary or appropriate procedures in connection with the Distribution; provided that IP shall provide UWWH written notice no fewer than two Business Days prior to IP’s announcement of the Record Date to its stockholders.

Section 4.2 Spinco Reclassification; Charter and Bylaws.

(a) Immediately prior to the Distribution Date, IP and Spinco shall take all actions necessary to issue to IP such number of shares of Spinco Common Stock, including, if applicable, by reclassifying the outstanding shares of Spinco Common Stock or by declaring a dividend payable to IP in shares of Spinco Common Stock (the “Reclassification”), for the purpose of increasing the outstanding shares of Spinco Common Stock such that, immediately prior to the Distribution Date, Spinco will have an aggregate number of shares of Spinco Common Stock to be determined by IP, Spinco and UWWH prior to the Distribution Date, all of which will be held by IP.

(b) On or prior to the Distribution Date, Spinco and IP shall cause Spinco’s Certificate of Incorporation to be amended and restated in the form set forth on Exhibit B and Spinco’s By-laws to be amended and restated in the form set forth on Exhibit C.

Section 4.3 The Agent. Prior to the Distribution Date, IP shall enter into an agreement with the Agent on terms reasonably satisfactory to Spinco and UWWH providing for, among other things, the distribution to the holders of IP Common Stock in accordance with this ARTICLE IV of the shares Spinco Common Stock to be distributed in the Distribution.

Section 4.4 Delivery of Shares to the Agent. At or prior to the Distribution Date, IP shall authorize the book-entry transfer by the Agent of all of the outstanding shares of Spinco Common Stock to be distributed in connection with the Distribution.

Section 4.5 The Distribution. Upon the terms and subject to the conditions of this Agreement, following consummation of the Reclassification, IP shall declare and pay the Distribution to each holder of issued and outstanding shares of IP Common Stock as of the Record Date (excluding treasury shares held by IP and any other shares of IP Common Stock otherwise held by a member of the IP Group), such that each such holder will receive a number of shares of Spinco Common Stock equal to the percentage of the total number of shares of Spinco Common Stock outstanding as of the time of the Distribution as is equal to a fraction, (a) the numerator of which is the total number of issued and outstanding shares of IP Common Stock held by such holder as of the Record Date and (b) the denominator of which is the number of Total IP Shares (excluding treasury shares held by IP and any other shares of IP Common Stock otherwise held by a member of the IP Group). Promptly after the Distribution, the Agent shall distribute by book-entry transfer in respect of the outstanding shares of IP Common Stock held by holders of record of IP Common Stock on the Record Date (excluding treasury shares held by IP and any other shares of IP Common Stock otherwise held by a member of the IP Group) all of the shares of Spinco Common Stock distributed in the Distribution. The Agent shall make cash payments in lieu of any fractional shares resulting from the issuance of Spinco Common Stock in the Distribution to any holder of shares of IP Common Stock after aggregating the total number of fractional shares of Spinco Common Stock that would otherwise be issued to such holder and other holders of shares of IP Common Stock, and selling such shares in the public securities markets.

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ARTICLE V

Certain Adjustments

Section 5.1 Estimated Closing Statement. Not less than three (but not more than five) Business Days prior to the anticipated Distribution Date, IP shall provide Spinco and UWWH (a) a certificate endorsed by an executive officer of IP certifying a statement (in form and substance reasonably satisfactory to UWWH) (the “Spinco Estimated Closing Statement”) setting forth IP’s good faith estimate of (i) the Spinco Working Capital Adjustment (the “Spinco Estimated Working Capital Adjustment”) and (ii) the Spinco Net Debt Adjustment (the “Spinco Estimated Net Debt Adjustment”), including reasonable detail regarding the calculations thereof and (b) an estimated unaudited balance sheet of the Spinco Business as of the Calculation Time (the “Spinco Estimated Closing Balance Sheet”). The Spinco Estimated Closing Balance Sheet and Spinco Estimated Closing Statement (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the Special Payment to IP contemplated by Section 2.6, the Distribution and/or the Special Payment Financing. Prior to and after delivering the Spinco Estimated Closing Balance Sheet and Spinco Estimated Closing Statement, IP and Spinco shall give UWWH and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of Spinco and IP (including Spinco and IP’s respective senior finance and accounting personnel and their accountants) to the extent reasonably required to permit UWWH to review the Spinco Estimated Closing Balance Sheet and Spinco Estimated Closing Statement and shall cooperate and provide such information as reasonably requested by UWWH and its Representatives regarding the calculation of the components thereof and provide such back-up therefor as reasonably requested by UWWH. The amount of the Special Payment shall be (1) (x) increased by an amount equal to the Spinco Estimated Working Capital Adjustment, if such amount is positive, or (y) decreased by the absolute value of such amount, if such amount is negative; (2) decreased by an amount equal to the Spinco Estimated Net Debt Adjustment if such amount is positive, or (y) increased by the absolute value of such amount, if such amount is negative; and (3) if the Estimated Adjustment Amount is negative, increased by the Estimated Adjustment Amount Payment.

Section 5.2 Post-Closing Adjustment.

(a) Within 90 days after the Distribution Date, the Surviving Corporation shall cause to be prepared and delivered to IP (a) an unaudited balance sheet of the Spinco Business as of the Calculation Time (the “Spinco Closing Balance Sheet”) and (b) a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (the “Spinco Closing Statement”) setting forth the Surviving Corporation’s good faith calculation of (i) the Spinco Working Capital Adjustment, and (ii) the Spinco Net Debt Adjustment, including reasonable detail regarding the calculations thereof. The Spinco Closing Balance Sheet and the Spinco Closing Statement (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the Special Payment to IP contemplated by Section 2.6, the Distribution and/or the Special Payment Financing.

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(b) Prior to delivery of the Spinco Closing Balance Sheet and Spinco Closing Statement, IP shall give the Surviving Corporation and each of its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of IP (including IP’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit the Surviving Corporation to prepare the Spinco Closing Balance Sheet and Spinco Closing Statement. During the 60 day period following IP’s receipt of the Spinco Closing Statement, the Surviving Corporation shall give IP and each of its respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation (including the Surviving Corporation’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit IP to review the Spinco Closing Balance Sheet and Spinco Closing Statement. Within 60 days after receipt of the Spinco Closing Statement, IP shall, in a written notice to the Surviving Corporation, describe in reasonable detail any proposed adjustments to the items set forth on the Spinco Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Agreement). If the Surviving Corporation shall not have received a notice of proposed adjustments within such 60-day period, IP will be deemed to have accepted irrevocably the Spinco Closing Statement. During the 30-day period following IP’s delivery of a notice of proposed adjustments to the Surviving Corporation, IP or the Surviving Corporation, as applicable, shall give the Surviving Corporation or IP, as applicable, and each of their respective Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of IP or the Surviving Corporation, as applicable, (including senior finance and accounting personnel and their accountants) to the extent reasonably required to permit the Surviving Corporation or IP to evaluate the proposed adjustments.

(c) IP and the Surviving Corporation shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Spinco Closing Statement, during the 30 days following the Surviving Corporation’s receipt of the proposed adjustments. If IP and the Surviving Corporation are unable to resolve such dispute within such 30-day period, then, at the written request of either such Party (the “Dispute Resolution Request”), each such Party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The Parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 30-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the Spinco Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “Spinco Final Closing Statement”). If the business representatives do not resolve the dispute

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during the periods described above, then the UWWH Stockholder and IP shall jointly engage KPMG LLP to arbitrate and resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 10.16. If KPMG LLP is unable or unwilling to act as arbitrator, a nationally recognized accounting firm shall be selected by lot from the remaining nationally recognized accounting firms that are not the regular independent auditor firm of the UWWH Stockholder, IP or the Surviving Corporation, and in such event references herein to “KPMG LLP” shall be deemed to refer to such replacement accounting firm. Within the 30-day period following its engagement, KPMG LLP shall arbitrate and resolve such dispute based solely on the written submission provided by IP and the Surviving Corporation and shall only consider whether the Spinco Closing Statement (and each component thereof) was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the accounting firm) whether and to what extent the Spinco Closing Statement requires adjustment. In resolving any disputed matter, KPMG LLP shall (i) adhere to the definitions contained in this Agreement and the guidelines and principles of this Section 5.2 and (ii) shall not assign a value to any item higher than the highest value for such item claimed by either of IP or the Surviving Corporation or lower than the lowest value claimed by either such Party; provided, however, that to the extent the determination of value of any disputed item affects any other item used in calculating the Spinco Working Capital Adjustment or the Spinco Net Debt Adjustment, such effect may be taken into account by KPMG LLP. The fees and expenses of KPMG LLP shall be shared by the Surviving Corporation and IP in inverse proportion to the relative amounts of the disputed amount determined in favor of the Surviving Corporation and IP, respectively.

(d) Upon final determination of the Spinco Final Closing Statement pursuant to this Section 5.2, the following payments (if any) shall be made in accordance with Section 5.2(e):

(i) (x) if the Spinco Working Capital Adjustment, as set forth in the Spinco Final Closing Statement, is greater than the Spinco Estimated Working Capital Adjustment, the Surviving Corporation shall pay to IP an amount equal to such excess and (y) if the Spinco Working Capital Adjustment, as set forth in the Spinco Final Closing Statement, is less than the Spinco Estimated Working Capital Adjustment, IP shall pay to the Surviving Corporation an amount equal to such deficit; and

(ii) (x) if the Spinco Net Debt Adjustment, as set forth in the Spinco Final Closing Statement, is greater than the Spinco Estimated Net Debt Adjustment, IP shall pay to the Surviving Corporation an amount equal to such excess and (y) if the Spinco Net Debt Adjustment, as set forth in the Spinco Final Closing Statement, is less than the Spinco Estimated Net Debt Adjustment, the Surviving Corporation shall pay to IP an amount equal to such deficit.

(e) Notwithstanding the foregoing, the aggregate of the respective amounts to be paid (if any) by IP, on the one hand, and the Surviving Corporation, on the other hand, under Section 5.2(d) shall be netted against each other and the Party with the positive net

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payment obligation shall pay such net obligation amount, which shall be increased by an amount computed as interest from the Distribution Date through but excluding the date of payment at a rate of 6% which interest shall accrue daily on the basis of a 365 day year calculated for the actual number of days for which payment is due. Any amount payable pursuant to this Section 5.2(e) shall be made via wire transfer of immediately available funds within five Business Days after the date upon which the Spinco Closing Statement becomes a Spinco Final Closing Statement.

(f) To the extent that IP makes any payment of an amount which constitutes a Current Liability between the Distribution Date and the date any payment is due under Section 5.2(e), then IP shall have a right to offset the aggregate of all such amounts against the amount, if any, payable to the Surviving Corporation under Section 5.2(e); provided that IP has provided the Surviving Corporation evidence reasonably satisfactory to the Surviving Corporation of the payment of such amounts prior to making any offset. To the extent that the Surviving Corporation makes any payment of an amount which constitutes an Excluded Liability between the Distribution Date and the date any payment is due under Section 5.2(e), then the Surviving Corporation shall have a right to offset the aggregate of all such amounts against the amount, if any, payable to IP under Section 5.2(e); provided that the Surviving Corporation has provided IP evidence reasonably satisfactory to IP of the payment of such amounts prior to making any offset.

Section 5.3 Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”).

(a) Within 30 days after the completion of the Surviving Corporation’s audited financial statements for each of its 2017, 2018 and 2019 fiscal years, the Surviving Corporation shall prepare and deliver a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to each such fiscal year, such year’s “Yearly Earnout Statement”) setting forth the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount of the Earnout Payment, if any, owed to IP. IP shall, no more than 90 days after its receipt of the Yearly Earnout Statement for the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount shall be final. If such notice states that IP disagrees with

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Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agreement of the Surviving Corporation and IP or determination of such accounting firm, shall be final and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3.

(b) The Earnout Payment shall be calculated as follows:

(i) If the Actual EBITDA is less than the Target EBITDA, then the Earnout Payment shall be equal to $0.

(ii) If the Actual EBITDA is greater than the Target EBITDA, then the Earnout Payment shall equal the product of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000.

For illustrative purposes, if (1) the Actual EBITDA equals $75 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) the Actual EBITDA equals $105 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million).

For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3.

(c) If any Person or group of Persons directly or indirectly acquires a majority of the outstanding voting power of the Surviving Corporation’s capital stock at any time, or a majority of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), prior to the final determination of whether any payment of the Earnout Payment is required pursuant to this Section 5.3, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed by the SEC pursuant to Regulation S-X and Regulation

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S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment shall be deemed to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisition.

(d) Within 30 days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA with respect to the applicable Acquired Business or Divested Business and each of the components thereof.

(e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountants).

(f) Notwithstanding anything in this Agreement to the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3.

(g) Subject to Section 5.3(h), prior to the second anniversary of the Closing Date, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter.

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(h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(h) shall be deemed to be a payment in full of the Earnout Payment and upon the payment of such amount to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary of the Closing Date.

(i) Notwithstanding anything herein to the contrary, (i) the right of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders of the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void).

(j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

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ARTICLE VI

Indemnification

Section 6.1 Survival; Exclusive Remedy. The covenants, obligations and agreements contained herein to be performed (a) prior to the Effective Time shall survive for, and a claim may be brought with respect to any breach thereof any time prior to one year following the Effective Time and (b) following the Effective Time shall survive, and a claim may be brought with respect to any breach thereof, after the Effective Time in accordance with their respective terms, if specified, and otherwise, indefinitely; provided that, without limiting the foregoing, no claim may be asserted by any Spinco Indemnitee under this ARTICLE VI arising from any failure to transfer any Spinco Asset to Spinco unless such claim is asserted, if at all, prior to the date that is two years from the Distribution Date (such date, the “Cut-off Date”), except for claims (x) of which IP has been notified in writing by the Surviving Corporation prior to the Cut-off Date or (y) relating to or arising from any breach of any covenants, obligations and agreements to be performed after the Distribution Date. The Parties hereby agree that the sole and exclusive remedy for any claim (whether such claim is framed in tort, contract or otherwise) arising out of a breach of this Agreement (other than with respect to any claim arising as a result of fraud) shall be asserted pursuant to this ARTICLE VI, Section 10.16 or, with respect to Losses incurred in connection with any Spinco Guarantees or IP Guarantees (as the case may be) on or after the Effective Time, Section 7.3; provided that, the Parties shall not be entitled to indemnity under this ARTICLE VI with respect to any Current Assets and Current Liabilities solely to the extent of the amount of such items as were expressly and specifically included in Spinco Closing Working Capital or the Spinco Closing Net Debt. For the avoidance of doubt, to the extent any provision in this Agreement is deemed to be a representation or warranty, such provision shall not survive the Effective Time or termination of this Agreement. Notwithstanding anything to the contrary in this Agreement or the Merger Agreement, (x) the representations and warranties of IP set forth in Section 5.7 (“Information to be Supplied”) of the Merger Agreement, (y) the representations and warranties of UWWH set forth in Section 6.7 (“Information to be Supplied”) of the Merger Agreement, and (z) the covenant of IP set forth in Section 7.9 (“Sufficiency of Assets”) of this Agreement, shall survive the Effective Time, and a claim may be brought with respect to any breach thereof, during the two (2) year period immediately following the Effective Time. After the end of the applicable period set forth in this Section 6.1, no claim for breach of such representations, warranties, covenants, obligations or agreements may be brought, and no action with respect thereto may be commenced, and no party shall have any liability or obligation with respect thereto, unless the Indemnitee gave written notice to the Indemnifying Party, specifying in reasonable detail to the extent known the breach of the representation, warranty, covenant, obligation or agreement claimed, on or before the expiration of such period, as applicable, in which case the right of the party providing such written notice to assert its right to indemnification as to the matters so noticed shall not expire until the dispute is fully resolved and/or any applicable obligation to remedy such breach has been fully satisfied.

Section 6.2 Mutual Release. Effective as of the Effective Time and except as otherwise specifically set forth in the Transaction Agreements, each of IP, on behalf of itself and each of the IP Subsidiaries, on the one hand, and Spinco, on behalf of itself and each of the Spinco Subsidiaries, on the other hand, hereby releases and forever discharges the other Party

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and its Subsidiaries, and its and their respective officers, directors, managers or other persons acting in a similar capacity, agents, record and beneficial security holders (including trustees and beneficiaries of trusts holding such securities), advisors and Representatives (in each case, in their respective capacities as such) and their respective heirs, executors, administrators, successors and assigns, of and from all debts (including intercompany cash balances and accounts and notes payable), demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, claims and other Liabilities whatsoever of every name and nature, both in law and in equity, which the releasing party has or ever had or ever will have, which exist or arise out of or relate to events, circumstances or actions taken by such other party occurring or failing to occur or any conditions existing at or prior to the Effective Time whether or not known at the Effective Time; provided that the foregoing general release shall not apply to any Liabilities, Losses or other obligations under this Agreement or the other Transaction Agreements or any Contracts contemplated hereby or thereby (including the Liabilities, Losses, obligations and Contracts contemplated by Section 7.1), or assumed, transferred, assigned, allocated or arising under any of this Agreement or the other Transaction Agreements or any Contract contemplated thereby, in each case subject to the terms thereof, or any Person’s right to enforce this Agreement or the other Transaction Agreements or the Contracts contemplated thereby in accordance with their terms. Each Party agrees, for itself and each member of its Group, not to make any claim or demand or commence any Litigation Matter or assert any claim or demand, including any claim of contribution or any indemnification, against any member of the other Party’s Group with respect to the Liabilities released pursuant to this Section 6.2.

Section 6.3 Indemnification.

(a) From and after the Effective Time, Spinco and UWWH shall, on a joint and several basis, indemnify, defend and hold harmless the IP Indemnitees from and against all Indemnifiable Losses relating to or arising from (i) the Spinco Liabilities (including, subject to Section 2.2(e), any Delayed Transfer Liabilities that would otherwise be Spinco Liabilities if transferred on the Distribution Date), (ii) any breach by (A) UWWH or any or its Subsidiaries of any obligations, covenants or agreements to be performed by UWWH or its Subsidiaries pursuant to this Agreement, the Merger Agreement or the other Transaction Agreements prior to and/or subsequent to the Effective Time and (B) any member of the Spinco Group of any obligations, covenants or agreements to be performed by such Persons subsequent to the Effective Time pursuant to this Agreement, the Merger Agreement or the other Transaction Agreements, in the case of each of clauses (A) and (B), in accordance with the applicable survival period(s) set forth therein and (iii) any breach of the representation and warranty of UWWH set forth in Section 6.7 of the Merger Agreement (“Information to be Supplied”).

(b) From and after the Effective Time, IP shall indemnify, defend and hold harmless the Spinco Indemnitees from and against all Indemnifiable Losses relating to or arising from (i) the Excluded Liabilities, (ii) any breach by any member of (A) the IP Group of any obligations, covenants or agreements to be performed by such Persons pursuant to this Agreement, the Merger Agreement or the other Transaction Agreements prior to and/or subsequent to the Effective Time and (B) the Spinco Group of any obligations, covenants or agreements to be performed by such Persons pursuant to this

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Agreement, the Merger Agreement or the other Transaction Agreements (other than the Supply Agreements) prior to the Effective Time, in the case of each of clauses (A) and (B) in accordance with the applicable survival period(s) set forth therein and (iii) any breach of the representations and warranties of IP set forth in Section 5.7 of the Merger Agreement (“Information to be Supplied”).

(c) From and after the Effective Time, the UWWH Stockholder shall indemnify, defend and hold harmless the Spinco Indemnitees from and against all Indemnifiable Losses relating to or arising from any breach of the covenants of UWWH set forth in Section 8.2(h)(i) (“Employee Arrangements”) or Section 8.29 (“Severance”) of the Merger Agreement.

(d) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between any member of the IP Group and any member of the Spinco Group for the provision after the Effective Time of goods and services in the ordinary course (including under the Supply Agreements) shall be governed by the terms of such arrangements and not by this Section or as otherwise set forth in this Agreement and the other Transaction Agreements.

(e) Indemnification for matters subject to the Tax Matters Agreement is governed by the terms, provisions and procedures of the Tax Matters Agreement and not by this ARTICLE VI.

Section 6.4 Procedures for Indemnification of Third-Party Claims.

(a) IP shall, and shall cause the other IP Indemnitees to, notify Spinco in writing promptly after learning of any Third-Party Claim for which any IP Indemnitee intends to seek indemnification from Spinco under this Agreement. Spinco shall, and shall cause the other Spinco Indemnitees to, notify IP in writing promptly after learning of any Third-Party Claim for which any Spinco Indemnitee intends to seek indemnification from IP under this Agreement. The failure of any Indemnitee to give such notice shall not relieve any Indemnifying Party of its obligations under this ARTICLE VI, except to the extent (and only to the extent) that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall (i) describe such Third-Party Claim in reasonable detail considering the information provided to the Indemnitee, (ii) indicate, to the extent determinable, the estimated amount of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee and the nature of the claim and (iii) contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

(b) Except as otherwise provided in Section 6.4(c), an Indemnifying Party may, by notice to the Indemnitee within 30 days after receipt by such Indemnifying Party of such Indemnitee’s notice of a Third-Party Claim, undertake (itself or through another member of the Group of which the Indemnifying Party is a member) the defense or settlement of such Third-Party Claim, at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnitee; provided that the Indemnitee shall be

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entitled to have sole control over the defense and settlement of any Third-Party Claim (i) seeking an injunction or other equitable relief against the Indemnitee, (ii) involving any criminal or quasi-criminal Litigation Matter, allegation or indictment to which the Indemnitee is a party, (iii) which the Indemnifying Party has failed or, in the reasonable determination of the Indemnitee, is failing to defend or otherwise prosecute diligently or (iv) involving a material supplier, material customer or other material business relationship of the Indemnitee or any of its Affiliates, in the case of each of clauses (i) through (iii), at the cost and expense of the Indemnifying Party. If an Indemnifying Party undertakes the defense of any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim without the prior written consent of the Indemnifying Party. In any event, the Indemnifying Party shall not (x) require any Indemnitee, without its prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement or refrain from doing so, that would be in violation of Law, or (y) without the prior written consent of the Indemnitee and of IP, if the Indemnitee is an IP Indemnitee, or the Indemnitee and of Spinco, if the Indemnitee is a Spinco Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from Liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified by the Indemnifying Party under this Agreement or to be subject to any non-monetary remedy. Subject to the Indemnifying Party’s control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. Following the provision of notices to the Indemnifying Party, until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder and any fees and expenses of the Indemnitee that are incurred in connection therewith prior to the date the Indemnifying Party has undertaken the defense shall be borne by the Indemnifying Party.

(c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to its Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim, and counsel for the Indemnifying Party shall be entitled to conduct the defense of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one separate firm of attorneys (in addition to reasonably necessary local counsel(s), if any) reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such Third-Party Claim as efficiently as possible.

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(d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnitees (in addition to reasonably necessary local counsel(s) and its own counsel, if any) in connection with any one Litigation Matter, or separate but similar or related Litigation Matters, in the same jurisdiction arising out of the same general allegations or circumstances.

(e) If the Indemnifying Party undertakes the defense or settlement of a Third-Party Claim, (x) the Indemnifying Party shall keep the Indemnitee reasonably informed of the status of, and all material developments related to or in connection with, such Third-Party Claim and shall provide the Indemnitee with reasonable access to all written, and summaries of all oral, correspondence, drafts of settlements agreements, court filings and all other notices and documents received or transmitted by the Indemnifying Party relating to such Third-Party Claim and (y) the Indemnitee shall make available to the Indemnifying Party and its counsel all information and documents reasonably available to it which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement. In the event the Indemnitee is undertaking the defense or settlement of a Third-Party Claim, the Indemnifying Party shall make available to the Indemnitee and its counsel all information and documents reasonably available to it which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement.

Section 6.5 Reductions for Insurance Proceeds. The amount that any Indemnifying Party is or may be required to pay to any Indemnitee pursuant to this ARTICLE VI shall be reduced (retroactively or prospectively, as applicable) by any insurance proceeds in respect of the related Indemnifiable Losses (net of all costs of recovery, including deductibles, co-payments or other payment obligations) solely to the extent actually received by the Indemnitee. The existence of a claim or a potential claim by an Indemnitee for insurance in respect of any Indemnifiable Loss shall not, however, delay or reduce any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties hereto that no insurer shall be (x) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (y) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive insurance proceeds in respect of such Indemnifiable Losses, then such Indemnitee shall hold such insurance proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such insurance proceeds actually received (net of all costs of recovery, including deductibles, co-payments or other payment obligations and without interest), up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Section 6.6 Direct Claims. Any claim on account of an Indemnifiable Loss that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the

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receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make such payment. If such Indemnifying Party does not respond in such 30-day period or rejects such claim in whole or in part, the Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Agreements.

Section 6.7 Joint Defense and Cooperation. With respect to any Third-Party Claim in which both IP and Spinco are, or reasonably may be expected to be, named as parties, or that otherwise implicates both IP and Spinco in a material fashion, the Parties shall reasonably cooperate with respect to such Third-Party Claim and if the Parties agree, maintain a joint defense in a manner that will preserve applicable privileges.

ARTICLE VII

Additional Covenants

Section 7.1 Intercompany Agreements. Except for the Transaction Agreements (including, for the avoidance of doubt, the Supply Agreements), payment obligations outstanding as of the Distribution Date with respect to ordinary course commercial transactions, agreements entered into after the date hereof that are expressly permitted under, or entered into with the prior written consent of UWWH pursuant to, Section 8.1(l) of the Merger Agreement, or as set forth on Section 7.1 of the Disclosure Letter, any agreements entered into pursuant to any Contract or other arrangement, formal and informal (including with respect to intercompany cash balances and accounts and notes payable), between any member of the IP Group, on the one hand, and any member of the Spinco Group, on the other hand, in existence as of the Distribution Date, (i) in the case of commercial arrangements, shall be terminable by IP or Spinco at any time after the Distribution on reasonable prior written notice and (ii) in the case of any other arrangements, shall terminate as of the close of business on the day prior to the Distribution Date. No such terminated Contract or arrangement (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Date and, subject to the exceptions in clauses (i) and (ii) of the following sentence, all parties thereto shall be released from all Liabilities thereunder. From and after the Distribution Date, no member of either Group shall have any rights or Liabilities under any such terminated Contract or arrangement with any member of the other Group, except (i) as specifically provided herein or in the other Transaction Agreements and (ii) any Liability of a member of either Group arising out of a breach by such member prior to the date of termination of any arm’s length commercial Contract or arrangement (it being understood that the remedies for such a breach of the commercial arrangements that, after the Closing Date, will be the subject of the Supply Agreements shall be governed by the remedies provisions of the Supply Agreements). On or prior to the date that is 30 days after the Closing Date, each of IP and Spinco shall pay all intercompany payables in respect of commercial transactions that exist as of the Closing Date. Notwithstanding anything herein to the contrary, (x) the total amount that will be owed by Spinco to IP (and the corresponding amount of the Spinco payable to be included in Spinco Closing Date Working Capital) in respect of all inventory delivered to Spinco by IP at any time prior to the Distribution shall be equal to the amount of inventory purchased by the Spinco Business from IP in the 30 days prior to the

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Distribution, multiplied by 21/30, and (y) the total amount that will be owed by IP to Spinco (and the corresponding amount of the Spinco receivable to be included in Spinco Closing Date Working Capital) in respect of all inventory delivered to IP by Spinco at any time prior to the Distribution shall be equal to the amount of inventory purchased by IP from the Spinco Business in the 30 days prior to the Distribution.

Section 7.2 Assignment of Employee Restrictive Covenant Agreements. Prior to the Distribution Date, IP shall execute a form of global assignment reasonably satisfactory to UWWH with respect to the assignment to Spinco or another member of the Spinco Group designated by UWWH of all of the agreements to which a Spinco Group Employee is a party and that contain restrictive covenants related to confidentiality, ownership of intellectual property, non-competition or non-solicitation (each, a “Restrictive Covenant Agreement”), which form of global assignment will provide that (i) all references to the assigning party under each Restrictive Covenant Agreement shall be deemed to be references to the assignee and (ii) the assigning party waives any and all rights it may have against the Spinco Group Employee that are subject to such Restrictive Covenant Agreement.

Section 7.3 Guarantee Obligations and Liens.

(a) IP and Spinco shall, upon IP’s or UWWH’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Spinco, or the appropriate member of the Spinco Group, to be substituted in all respects for IP or the applicable member of the IP Group in respect of, all obligations of any member of the IP Group under any Spinco Liabilities identified by IP for which such member of the IP Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Spinco Liabilities under any Financial Instrument) (“IP Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Spinco Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by IP on Excluded Assets which are securing any Spinco Liabilities. If such a termination or substitution is not effected by the Distribution Date, without the prior written consent of IP, from and after the Distribution Date, Spinco shall not, and shall not permit any member of the Spinco Group to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which a member of the IP Group is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of the IP Group and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to IP. Notwithstanding anything to the contrary herein, any action contemplated by this Section 7.3(a) and taken at IP’s request, shall be taken at IP’s sole cost and expense and IP shall reimburse Spinco for any reasonable out-of-pocket costs and expenses incurred by it or any member of the Spinco Group following the Effective Time in connection with the release of IP Guarantees contemplated by this Section 7.3(a). Spinco further agrees that to the extent IP or any of its Affiliates incurs any Losses in connection with such IP Guarantees on or after the Distribution Date, Spinco shall indemnify, defend and hold harmless IP against, and reimburse IP for, any and all Losses, including costs or expenses in connection with such IP Guarantees, including IP’s

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expenses in maintaining such IP Guarantees, whether or not any such IP Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse IP to the extent any IP Guarantee is called upon and IP or any of its Affiliates incurs any Losses in connection with the IP Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by IP, as described in this Section 7.3(a).

(b) IP and Spinco shall, upon Spinco’s or UWWH’s request, cooperate, and shall cause their respective Groups to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause a member of the IP Group to be substituted in all respects for any member of Spinco Group in respect of, all obligations of any member of the Spinco Group under any Excluded Liabilities for which such member of the Spinco Group may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Spinco Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Excluded Assets to be substituted in all respects for any Spinco Assets in respect of, any liens or Encumbrances on Spinco Assets which are securing any Excluded Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 7.3(b) shall be taken at IP’s sole cost and expense. IP further agrees that to the extent Spinco or any of its Affiliates incurs any Losses in connection with such Spinco Guarantees on or after the Effective Time, IP shall indemnify, defend and hold harmless Spinco against, and reimburse Spinco for, any and all Losses, and shall in any event promptly reimburse Spinco to the extent any Spinco Guarantee is called upon and Spinco or any of its Affiliates incurs any Losses in connection with the Spinco Guarantees.

(c) Following the date hereof, (i) IP will use its reasonable best efforts (and Spinco will cooperate with IP) to identify to UWWH and Spinco any items described in clauses (x) and (y) of each of Section 7.3(a) and Section 7.3(b) for purposes of termination or substitution of such items, and (ii) IP shall not, and shall cause each member of the IP Group and the Spinco Group not to, enter into any additional IP Guarantees or Spinco Guarantees, in each case, without UWWH’s prior written consent, after disclosure of the terms and conditions thereof to UWWH or the Surviving Corporation (as the case may be), and provided that any such IP Guarantees or Spinco Guarantees shall be subject to the terms of this Section 7.3; provided, however, that the foregoing prohibition shall not apply to any new Lease or any amendment or modification of any existing Lease entered into following the date hereof in accordance with the terms of the Merger Agreement.

Section 7.4 Insurance.

(a) Notwithstanding any other provision of this Agreement, from and after the Distribution Date, Spinco and the Spinco Subsidiaries will have no rights with respect to any Policies, except that (i) IP will use its reasonable best efforts, at Spinco’s request, to assert, maintain or settle claims on behalf of Spinco and the Spinco Subsidiaries for any Loss, Liability or damage identified by Spinco with respect to the Spinco Business, Spinco Assets or Spinco Liabilities under Policies with third-party insurers or, in the case

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of auto liability insurance and general liability insurance, IP’s captive insurance subsidiary, which are “occurrence basis” insurance policies (“Occurrence Basis Policies”) arising out of insured incidents occurring from the date coverage thereunder first commenced until the Distribution to the extent that the terms and conditions of any such Occurrence Basis Policies and agreements relating thereto so allow and (ii) IP will use reasonable best efforts to assist Spinco to pursue and settle claims with respect to the Spinco Business, Spinco Assets or Spinco Liabilities that were reported to third-party insurers according to the terms and conditions of Policies written on a “claims-made” basis (“Claims Made Policies”) prior to the Distribution; provided that (A) all of IP’s and each IP Subsidiary’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by Spinco (it being agreed that IP will not incur material expenditures above reasonable amounts specified by Spinco unless authorized by Spinco; provided further that IP shall not be required to take any action referred to in this Section 7.4(a) until it has received such authorization and agreed the amounts are reasonable), (B) IP and the IP Subsidiaries may, at any time, without liability or obligation to Spinco or any Spinco Subsidiary, amend, commute, terminate, buy out, extinguish liability under or otherwise modify any Occurrence Basis Policies (and such claims shall be subject to any such amendments, commutations, terminations, buy-outs, extinguishments and modifications), in each case provided that such modifications are not discriminatory with respect to the Spinco Assets or Spinco Liabilities and (C) any such claim will be subject to all of the terms and conditions of the applicable Policy.

(b) In the event that after the Distribution Date, IP or any IP Subsidiary proposes to amend, commute, terminate, buy-out, extinguish liability under or otherwise modify any Policies under which Spinco has rights to assert claims pursuant to Section 7.4(a) in a manner that would adversely affect to a material degree any such rights of the Spinco Group, IP will (i) give Spinco prior written notice thereof (it being understood that the decision to take any such action will be in the sole discretion of IP) and (ii) pay to Spinco its equitable share (which shall be determined by IP and Spinco in good faith based on the amount of premiums paid or allocated to the Spinco Business in respect of the applicable Policy) of any net proceeds actually received by IP from the insurer under the applicable Policy as a result of such action by IP (after deducting IP’s reasonable costs and expenses incurred in connection with such action).

(c) This Agreement is not intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the IP Group in respect of any insurance policy or any other contract or policy of insurance.

(d) IP’s obligation to use its reasonable best efforts to assist the Spinco Group in asserting claims under applicable Policies will include using reasonable best efforts in assisting Spinco to establish its right to coverage under such Policies (including, submitting such claim on behalf of the Spinco Group, acting as the direct contact with the applicable insurer and using its reasonable best efforts to obtain the written consent of each of its insurance companies, in each case, as necessary or reasonably requested by the Spinco Group in connection with the exercise of its rights under this Section 7.4). IP

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agrees to use its reasonable best efforts to recover Losses or to assist Spinco in connection with any efforts by the Spinco Group to recover Losses, as the case may be, under any Policy with respect to the Spinco Business for incidents occurring prior to the Distribution Date; provided that all of IP’s reasonable out-of-pocket costs and expenses incurred in connection with the foregoing are promptly paid by Spinco and it being agreed that IP will not incur material expenditures above reasonable amounts specified by Spinco unless authorized by Spinco.

(e) Except as otherwise agreed under Section 8.11 of the Merger Agreement, if an extended reporting period for any Claims Made Policies issued by any third-party insurer is available for IP to purchase for insured incidents occurring prior to the Distribution, IP will give Spinco prompt written notice thereof, which notice shall include a summary of the terms under which such extended reporting period can be purchased, and Spinco shall have twenty (20) Business Days after delivery of such notice to request that such extended reporting period be purchased. Unless IP receives such a request from Spinco during such twenty-Business Day period, IP shall not cause to be purchased an extended reporting period with respect to such insurance for the benefit of Spinco and the Spinco Subsidiaries as insureds and IP shall have no further responsibility with respect to any extended reporting period with respect to such insurance.

(f) The obligations of IP and its Subsidiaries under this Section 7.4 shall terminate on the date that is 18 months after the Effective Time.

(g) Nothing in this Section 7.4 will be construed to limit or otherwise alter in any way the indemnity obligations of the Parties to this Agreement, including those created by this Agreement or the other Transaction Agreements, by operation of Law or otherwise. For the avoidance of doubt, without limiting any obligations under the Employee Matters Agreement, this Section 7.4 is not intended to create any obligation of any Party in respect of any Policy maintained by any member of the IP Group to satisfy claims for benefits under any Spinco Benefit Plans (as defined in the Merger Agreement).

Section 7.5 Further Assurances. In addition to the actions specifically provided for elsewhere in this Agreement, the Parties shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement (including all actions contemplated to be taken from time to time after the Distribution Date, which shall be taken at the expense of the Party taking such action and for no further consideration from any other Party or its Affiliates (except as otherwise expressly provided in this Agreement)). Without limiting the foregoing, the Parties shall cooperate with the other Parties, and execute and deliver, or use their respective reasonable best efforts to cause to be executed and delivered, all instruments, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and take all such other actions as a Party (as the case may be) may reasonably be requested to take by another Party from time to time, consistent with the terms of this Agreement and the other Transaction Agreements, in order to effectuate the provisions and purposes of this

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Agreement, including, in the case of (a), at the expense of IP and in the case of (b), (c) and (d), at the expense of Spinco: (a) to evidence the assignment of all right, title, and interest in and to Intellectual Property Assets to Spinco or a Spinco Subsidiary, as appropriate, in a recordable form for filing with any Governmental Authority and otherwise reasonably acceptable to Spinco; (b) to assist in the preparation and prosecution of any application for registration, or any application for renewal of a registration, relating to any of the Intellectual Property Assets; (c) to assist in the prosecution or defense of any interference, opposition, infringement, or other proceedings that may arise in connection with any of the Intellectual Property Assets; and (d) to assist Spinco or a Spinco Subsidiary, as appropriate, in obtaining any additional protection relating to Intellectual Property Assets that Spinco may reasonably deem appropriate that may be secured under applicable Laws.

Section 7.6 Use of Names.

(a) Except as otherwise provided herein or in any of the other Transaction Agreements, after the Distribution Date, neither IP nor any Subsidiary of IP (i) shall use any material showing any affiliation or connection of IP or any member of the IP Group with Spinco or any member of the Spinco Group, including any Transferred Trademarks or any translations, transliterations, adaptations, derivations, acronyms, variations, insignias, designations, or combinations of any Transferred Trademark or any name likely to cause confusion with or dilute any of the Transferred Trademarks or (ii) shall represent to third parties that any of them is affiliated or connected with Spinco or any member of the Spinco Group. The restrictions contained in this Section 7.6(a) shall not apply to filings, reports and other documents required by applicable Law or regulations of securities exchanges to be filed or made publicly available.

(b) Except as otherwise provided herein or in any of the other Transaction Agreements, after a period of nine months following the Distribution Date, neither Spinco nor any Subsidiary of Spinco (i) shall use any material showing any affiliation of Spinco or any member of the Spinco Group with IP or any member of the IP Group, including any Trademarks owned at such time by IP or any member of the IP Group or any translations, transliterations, adaptations, derivations, acronyms, variations, insignias, designations, or combinations of any such Trademark or any name likely to cause confusion with or dilute any of such Trademarks or (ii) shall represent to third parties that any of them is affiliated with IP or any member of the IP Group. The restrictions contained in this Section 7.6(b) shall not apply to filings, reports and other documents required by applicable Law or regulations of securities exchanges to be filed or made publicly available. Without limiting the generality of the foregoing, prior to the Distribution Date, Spinco shall change the names of all of the Spinco Subsidiaries to remove the name IP.

(c) The Parties agree that, for a period of nine months from and after the Distribution Date (the “Sell-off Period”), Spinco, its Subsidiaries and the Spinco Business shall be entitled to continue to use all Trademarks or other source identifiers owned by IP or any of its Affiliates (the “IP Trademarks”) to the extent that such IP Trademarks are contained as of the Distribution Date on any business cards, schedules,

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stationery, displays, signs, promotional materials, manuals, forms, computer software or other material used in the Spinco Business, without any obligation on the part of Spinco or its Subsidiaries to pay royalties or similar fees to IP or any of its Affiliates during the Sell-off Period; provided that, notwithstanding the Sell-off Period or anything else in this Agreement to the contrary, Spinco and its Subsidiaries shall be entitled to continue to use all such IP Trademarks to the extent that such IP Trademarks are contained as of the Distribution Date on any Inventory that is a Spinco Asset until such time as such Inventory is sold, used or consumed in the operation of the Spinco Business in the ordinary course. Subject to the proviso of the preceding sentence, Spinco agrees that, upon termination of the Sell-off Period, Spinco and its Subsidiaries shall cease and desist from all further use of the IP Trademarks except to the extent that such use is a “fair use” as a matter of Law or as otherwise agreed by the Parties.

(d) In furtherance of the foregoing obligations set forth in this Section 7.6, as promptly as practicable following the Distribution Date, the Surviving Corporation shall cease printing (and/or requesting to be printed on its behalf) any business cards, schedules, stationery, displays, signs, promotional materials, manuals, forms, computer software or other material used in the Spinco Business, in each case, that contain any IP Trademarks.

Section 7.7 Board Members and Committee Members. Immediately prior to the Distribution Date, IP and Spinco shall cause the individuals set forth in Section 7.7(a) of the Disclosure Letter to be elected as, and constitute, the only members of the board of directors of Spinco, as set forth on Section 7.7(a) of the Disclosure Letter. Such Persons shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with Spinco’s Certificate of Incorporation and By-laws. IP and UWWH intend that the Spinco corporate governance guidelines will contain the provisions related to director resignation set forth on Section 7.7(b) of the Disclosure Letter. IP and UWWH intend that the members and chairperson of each of the Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee of Spinco will be as set forth on Section 7.7(c) of the Disclosure Letter. The Registration Statement will name such persons as the initial members and chairperson of each of the Compensation Committee, Audit Committee and Nominating and Corporate Governance Committee of Spinco. In the event that, prior to the Distribution Date, any of the individuals set forth on Section 7.7(a) of the Disclosure Letter or Section 7.7(c) of the Disclosure Letter no longer agree to, or can no longer, serve in their designated capacity as a member of the board of directors and/or applicable committee, the Parties shall cooperate and consult with one another in good faith to determine mutually acceptable replacements for any such individuals.

Section 7.8 Auditors. Unless otherwise determined by the board of directors of Spinco or the Surviving Corporation, Deloitte & Touche LLP shall be the auditors of Spinco and the Surviving Corporation.

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Section 7.9 Sufficiency of Assets. If the failure to schedule an asset (excluding any asset that constitutes services, or is used in the provision of services and is not otherwise directly used in the Spinco Business, or constitutes the right to receive services, each of which shall be governed by the Transition Services Agreement and not this Section 7.9) on Section 5.8(a) of the IP/Spinco Disclosure Schedules causes IP to be in breach of the representation in Section 5.8(a) of the Merger Agreement as of the Closing (as if, and irrespective of whether, such representation survives the Closing Date) (such asset, a “Missing Asset”), IP shall, as promptly as practicable, (a) pay over to the Surviving Corporation any payments received by the IP Group directly generated by such Missing Asset following the Distribution Date, but only to the extent such Missing Asset relates to the Spinco Business and only if such Missing Asset directly generated (or is of the same type of asset that directly generated) revenue reflected in the unaudited interim combined statement of operations of the Spinco Business for the 9 months ended September 30, 2013 and (b) (i) transfer such Missing Asset to the Surviving Corporation, (ii) provide the Surviving Corporation use of such Missing Asset, to the same extent that such Missing Asset was used prior to the Distribution by the Spinco Business or (iii) provide the Surviving Corporation with an asset, which in the Surviving Corporation’s reasonable determination is a reasonably comparable replacement for such Missing Asset. The Surviving Corporation shall pay for such Missing Asset, use or replacement asset at a cost substantially equivalent to the historical cost allocated to the Spinco Business for the Spinco Business’ use of such Missing Asset in order that Spinco shall, consistent with past practice, receive the benefits and bear the economic burdens of such Missing Asset as closely as possible to historical practice. The selection of any of the remedies set forth in the foregoing clauses (b)(i) - (iii) shall be in IP’s discretion, subject to the Surviving Corporation’s consent (not to be unreasonably withheld, conditioned or delayed, taking into account (without limitation) the efficacy of the remedy selected by IP as compared to that of the other remedies). Notwithstanding anything herein, in the event that the Parties mutually determine in good faith that any of the remedies set forth in the foregoing clauses (i) - (iii) would be reasonably impracticable for IP to achieve, then such asset shall be governed under Section 2.2(b), including IP agreeing to use reasonable best efforts (and Spinco agreeing to cooperate with IP) to establish arrangements under which the Surviving Corporation shall continue to receive the benefits and assume the obligations, in each case, that the Spinco Group received or assumed prior to the Distribution Date. For the avoidance of doubt, other than IP’s compliance with this Section 7.9, IP shall have no Liability with respect to a breach of Section 5.8(a) of the Merger Agreement.

Section 7.10 Supply Agreements. From the date hereof through the Closing Date, UWWH, Spinco and IP shall cooperate in good faith to prepare and negotiate the Supply Agreements; provided that prior to the Closing Date the terms of the Supply Agreements shall not be disclosed to GP (as defined in the Merger Agreement) or any employee of UWWH or UWWH Stockholder who is not an attorney with “clean team” access to the Dataroom.

ARTICLE VIII

Access to Information

Section 8.1 Provision of Information. Notwithstanding anything herein to the contrary, the Parties agree that the obligation of IP to deliver Information that is part of the Spinco Assets to Spinco from and after the Distribution will be governed by this ARTICLE VIII. Subject to the terms of this Article VIII:

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(a) Prior to or as promptly as practicable following the Distribution Date, IP shall deliver to Spinco at the address specified for notices to UWWH in Section 10.2 below (or to such other address in the continental United States as may be designated by UWWH to IP no less than ten days prior to the Distribution Date), (i) complete copies of the Information constituting Spinco Assets that are continuing property records, (ii) accurate copies of the Information constituting Spinco Assets that is contained in the Dataroom and which UWWH has had access prior to the date hereof, together with such other information to be made available between the date hereof and the Distribution Date in the electronic data room, and such additional Information constituting Spinco Assets that is in the same general categories as the existing Information in such data room and is added to the data room by IP (using reasonable best efforts to do so) immediately prior to the Distribution Date and (iii) minute books and organizational documents of Spinco and the Spinco Subsidiaries.

(b) Following the Distribution Date until the sixth anniversary thereof and except in connection with any dispute among IP and any of its Subsidiaries, on the one hand, and Spinco and any of its Subsidiaries, on the other hand (which shall be governed by such discovery rules as may be applicable thereto), IP shall deliver or make available to Spinco from time to time, upon the request of Spinco, Information in IP’s possession and not provided pursuant to Section 8.1(a) relating directly or primarily to the Spinco Assets, the Spinco Business, or the Spinco Liabilities including, in each case, all: (i) Contracts, (ii) litigation files and (iii) all other Information that constitutes Spinco Assets or relates directly to any Spinco Liability, in each case to the extent they are material to the conduct of the Spinco Business following the Distribution Date. IP also will cooperate with Spinco to accommodate Spinco’s reasonable requests from time to time following the Distribution Date for other Information relating directly or primarily to the Spinco Assets, the Spinco Business or the Spinco Liabilities. Subject to Section 8.5, IP may retain complete and accurate copies of such Information. IP shall maintain all such Information consistently with IP’s ordinary course document retention policies except to the extent that any such Information has already been provided to the Surviving Corporation or has been offered to and declined by the Surviving Corporation and in accordance with 8.4 following the Distribution Date. The out of pocket costs and expenses incurred in the identification, isolation and provision of Information to the Spinco Group (and in the case of any Information provided pursuant to the second sentence of this paragraph, a reasonable internal cost allocation) shall be paid for (i) by the Spinco Group if incurred after the Effective Time and (ii) by IP if incurred prior to the Effective Time. Information shall be provided as promptly as practicable upon request, with due regard for other commitments of IP personnel and the materiality of the information to Spinco (including the need to comply with any legal or regulatory requirement of any Governmental Authority).

(c) Notwithstanding anything in this Agreement to the contrary, (x) the provision of returns and other Information relating to Tax matters shall be governed by the Tax Matters Agreement and to the extent applicable, the Merger Agreement and the Tax Receivable Agreement, and not this Agreement, and (y) the provision of Information relating to personnel and personnel matters will be governed by the Employee Matters Agreement and, to the extent applicable, the Merger Agreement, and not this Agreement unless (and to the extent) explicitly provided for in the Employee Matters Agreement.

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Section 8.2 Privileged Information.

(a) Each Party acknowledges that: (i) each of IP and Spinco (and the members of the IP Group and the Spinco Group, respectively) has or may obtain Privileged Information; (ii) there are or may be a number of Litigation Matters affecting each or both of IP and Spinco; (iii) both IP and Spinco have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the confidential status of the Privileged Information, in each case relating to the pre-Distribution Spinco Business or IP Business or, in the case of the Spinco Group, relating to or arising in connection with the relationship among IP and its Subsidiaries on or prior to the Distribution Date; and (iv) both IP and Spinco intend that the transactions contemplated hereby and by the Merger Agreement and the other Transaction Agreements and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any potentially applicable privilege.

(b) Each of IP and Spinco agrees, on behalf of itself and each member of the Group of which it is a member, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the pre-Distribution Spinco Business or IP Business, as applicable, or, in the case of the Spinco Group, relating to or arising in connection with the relationship among IP and its Subsidiaries on or prior to the Distribution Date, without providing prompt written notice to and obtaining the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other Party certifies that such disclosure is to be made in response to a likely threat of suspension or debarment or similar action; provided, that Spinco and IP shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Distribution Spinco Business or IP Business, respectively. In the event of a disagreement between any member of the IP Group and any member of the Spinco Group concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph.

(c) Upon any member of the IP Group or any member of the Spinco Group receiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority which requests disclosure of Privileged Information, in each case relating to pre-Distribution Spinco Business or IP Business, as applicable, or, in the case of the Spinco Group, relating to or arising in connection with the relationship among IP and its Subsidiaries on or prior to the Distribution Date, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under paragraph (b) of this Section) as promptly as practicable

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provide to the other Group (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other Group that might be disclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in paragraph (b) of this Section, the Parties shall cooperate to assert all defenses to disclosure claimed by either such Party’s Group, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege have been finally determined, except as otherwise required by a court order requiring such disclosure.

Section 8.3 Production of Witnesses. Subject to Section 8.2, after the Distribution Date, each of IP and Spinco shall, and shall cause each member of its Group to, make available to Spinco or IP or any member of the Spinco Group or of the IP Group, as the case may be, upon reasonable prior written request, such Group’s directors, managers or other persons acting in a similar capacity, officers, employees and agents as witnesses to the extent that any such Person may reasonably be required in connection with any Litigation Matters, administrative or other proceedings in which the requesting Party may from time to time be involved and relating to the pre-Distribution Spinco Business or the IP Business, as applicable, or, in the case of the Spinco Group, relating to or in connection with the relationship among IP and its Subsidiaries on or prior to the Distribution Date. The out-of-pocket costs and expenses incurred in the provision of such witnesses shall be paid by the Party requesting the availability of such persons; provided, the out of pocket costs and expenses incurred in the provision of such witnesses to the Spinco Group (including a reasonable internal cost allocation) shall be paid for by the Spinco Group.

Section 8.4 Retention of Information. Except as otherwise agreed in writing, or as otherwise provided in the other Transaction Agreements, each of IP and Spinco shall, and shall cause each member of its Group to, retain all Information (including any Confidential Information) in such Party’s Group’s possession or under its control, relating directly or primarily to the pre-Distribution business, Assets or Liabilities of the other Party’s Group (such information “Retained Information”) for so long as such Information is retained pursuant to such Party’s ordinary course document retention policies as of such time or such later date as may be required by Law, except that if, prior to the expiration of such period, any member of either Party’s Group wishes to destroy or dispose of any such Retained Information that is at least five years old, prior to destroying or disposing of any of such Retained Information, (a) the Party whose Group is proposing to dispose of or destroy any such Retained Information shall provide no less than 30 days’ prior written notice to the other Party, specifying the Retained Information proposed to be destroyed or disposed of, and (b) if, prior to the scheduled date for such destruction or disposal, the other Party requests in writing that any of the Retained Information proposed to be destroyed or disposed of be delivered to such other Party, the Party whose Group is proposing to dispose of or destroy such Retained Information promptly shall arrange for the delivery of the requested Retained Information to a location specified by, and at the expense of, the requesting Party. This Section 8.4 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c).

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Section 8.5 Confidentiality.

(a) The Parties acknowledge that in connection with the Transactions, the Parties have disclosed and will continue to disclose to each other Information, including Confidential Information. The Parties agree that, after the Effective Time, Information that constitutes a Spinco Asset, together with any information disclosed to IP, or to which IP or any of its Representatives are given access, pursuant to Section 5.3 (“Earnout Information”) shall be Information of Spinco for purposes of this Section 8.5 and IP shall be deemed a receiving party of such Information for purposes of this Section 8.5; provided, that the obligations set forth in this Section 8.5 shall automatically terminate solely with respect to Earnout Information on the date that is two years following the last day of the Measurement Period.

(b) Subject to Section 8.2, which shall govern Privileged Information, the Parties shall hold, and shall cause each of their respective controlled Affiliates to hold, and each of the foregoing shall cause their respective Representatives to hold, in strict confidence, and not to disclose to any other Person (including without limitation by issuing a press release or otherwise making any public statement), use, for any purpose other than as expressly permitted pursuant to this Agreement, the Merger Agreement or the other Transaction Agreements, without the prior written consent of the other Party, any and all Confidential Information concerning the other Party or such Party’s Subsidiaries; provided, that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective Representatives who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective controlled Affiliates are requested or required to disclose any such Confidential Information by oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, or by other requirements of Law or stock exchange rule, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or (iv) as necessary in order to permit a Party to prepare and disclose its financial statements, or other required disclosures required by Law or such applicable stock exchange; provided further, that IP shall not, and shall cause each of its controlled Affiliates not to, directly or indirectly use Spinco’s or any of its Subsidiaries’ Confidential Information first obtained prior to the Distribution (other than any Confidential Information of the same type as is routinely made available to IP in the ordinary course of business from other distributors of IP manufactured products that are non-Affiliates of IP, it being understood that the type of information described by this parenthetical will in no event be deemed to include the following information regarding Spinco and its Subsidiaries: prices and other terms on which product is sold to Spinco customers, Spinco margins, and any dataset, directory, or other compiled list of Spinco customer information) to identify or solicit any customers, clients, or accounts of Spinco or any of its Subsidiaries or otherwise for the purpose of, directly or indirectly, competing with Spinco or any of its Subsidiaries. Spinco and IP further agree to use reasonable best efforts (and to cause each of their respective

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controlled Affiliates to use reasonable best efforts) to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, the Party subject to such demand or request, as applicable, shall provide the other with prompt written notice of any such request or requirement so that the other Party has an opportunity to seek a protective order or other appropriate remedy, which such Parties will cooperate in obtaining. In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other applicable Party or Parties to furnish, or cause to be furnished, only that portion of the Confidential Information that is in the opinion of outside counsel necessary to be disclosed and shall use its reasonable best efforts to ensure confidential treatment is accorded to such disclosed information.

(c) If the Merger is not consummated, each Party shall promptly (i) deliver or cause to be delivered to any requesting Party (and if in electronic format, delete or destroy or cause to be deleted or destroyed) all Confidential Information furnished to it or to any of its Affiliates by such requesting Party and (ii) if specifically requested by such requesting Party, destroy any copies of such Confidential Information (including any extracts therefrom), unless such delivery or destruction would violate any Law. Upon the written request of such requesting Party, the Party subject to such request shall cause one of its duly authorized officers to certify promptly in writing to such requesting Party that all Confidential Information has been returned, destroyed or deleted as required by the preceding sentence.

(d) IP and UWWH acknowledge that they have previously executed the Confidentiality Agreement, which shall continue in full force and effect in accordance with its terms and that the provisions of this Section 8.5 are in furtherance of, and do not limit the obligations of, IP and UWWH under the Confidentiality Agreement.

(e) Notwithstanding anything to the contrary herein, this Section 8.5 shall not apply to (i) Information referred to in clauses (x) and (y) of Section 8.1(c) or (ii) any non-controlled Affiliate of either Party except to the extent such non-controlled Affiliate receives Confidential Information with respect to Spinco, IP, or any of their respective Subsidiaries’, as applicable.

Section 8.6 Cooperation with Respect to Government Reports and Filings. IP, on behalf of itself and each member of the IP Group, agrees to provide any member of the Spinco Group, and Spinco, on behalf of itself and each member of the Spinco Group, agrees to provide any member of the IP Group, with such cooperation and Information (in each case, with respect to the Spinco Business only) as may be reasonably requested by the other in connection with the preparation or filing of any government report or other government filing contemplated by this Agreement or in conducting or responding to any other government proceeding relating to the pre-Distribution business of the IP Group or the Spinco Group, Assets or Liabilities of either Group or relating to or in connection with the relationship between the Groups on or prior to the Distribution Date. Such cooperation and Information shall include promptly forwarding copies

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of appropriate notices, forms and other communications received from or sent to any Governmental Authority that relate to the IP Group, in the case of the Spinco Group, or the Spinco Group, in the case of the IP Group. All cooperation provided under this section shall be provided at the expense of the Party requesting such cooperation; provided that, any such expense of Spinco (or any other member of the Spinco Group) incurred prior to the Effective Time shall be borne by IP. Each Party shall make its employees and facilities available during normal business hours and on reasonable prior notice to provide explanation of any documents or Information provided hereunder. This Section 8.6 shall not apply to Information referred to in clauses (x) and (y) of Section 8.1(c).

ARTICLE IX

No Representations or Warranties

Section 9.1 No Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT (INCLUDING THE MERGER AGREEMENT), EACH OF SPINCO (ON BEHALF OF ITSELF AND MEMBERS OF THE SPINCO GROUP) AND UWWH (ON BEHALF OF ITSELF AND MEMBERS OF THE UWWH GROUP) ACKNOWLEDGES THAT NONE OF IP OR ANY MEMBER OF THE IP GROUP MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO: (A) THE CONDITION OR THE VALUE OF ANY SPINCO ASSET OR THE AMOUNT OF ANY SPINCO LIABILITY, (B) THE FREEDOM FROM ANY SECURITY INTEREST OF ANY SPINCO ASSET, (C) THE ABSENCE OF DEFENSES OR FREEDOM FROM COUNTERCLAIMS WITH RESPECT TO ANY CLAIM TO BE CONVEYED TO SPINCO OR HELD BY A MEMBER OF THE SPINCO GROUP; OR (D) WITH RESPECT TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE EXTENT OTHERWISE PROVIDED FOR HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT (INCLUDING THE MERGER AGREEMENT), EACH OF SPINCO (ON BEHALF OF ITSELF AND MEMBERS OF THE SPINCO GROUP) AND UWWH (ON BEHALF OF ITSELF AND MEMBERS OF THE UWWH GROUP) FURTHER ACKNOWLEDGES THAT ALL OTHER REPRESENTATIONS OR WARRANTIES THAT IP OR ANY MEMBER OF THE IP GROUP GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED, AND THAT NO MEMBER OF THE SPINCO GROUP HAS RELIED ON ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT TO THE EXTENT OTHERWISE PROVIDED HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT (INCLUDING THE MERGER AGREEMENT), ALL ASSETS TO BE TRANSFERRED TO SPINCO (AND ALL OF THE SPINCO ASSETS HELD BY THE SPINCO ENTITIES) WILL BE TRANSFERRED WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY (WHETHER EXPRESS OR IMPLIED) AND ARE HELD “AS IS, WHERE IS”. NOTWITHSTANDING ANYTHING IN THIS SECTION 9.1 TO THE CONTRARY, NOTHING HEREIN SHALL LIMIT ANY CLAIM BY ANY OF THE PARTIES RELATING TO OR ARISING FROM FRAUD.

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ARTICLE X

Miscellaneous

Section 10.1 Expenses. All fees and expenses and any other costs incurred by the Parties in connection with the transactions contemplated hereby and by the Transaction Agreements shall be paid as set forth in Section 10.3 of the Merger Agreement, provided that Spinco shall reimburse IP for and indemnify IP against, all out-of-pocket costs invoiced by a financial printer in connection with the preparation and filing of the Information Statement, including all amendments thereto and any Current Report on Form 8-K that shall be filed by Spinco which shall include the Information Statement as an exhibit thereto, and all out-of-pocket costs of preparing, printing and delivering the Information Statement to IP’s record and beneficial stockholders (other than attorneys’ fees and fees of other advisors to IP). If the Distribution occurs, to the extent that invoices from IP for such costs, fees and expenses are provided by IP to the Surviving Corporation following the Distribution Date, the Surviving Corporation shall reimburse IP for such costs within ten Business Days following receipt of such invoices from IP. If the Distribution occurs, to the extent that invoices from the Surviving Corporation for costs, fees and expenses to be borne by IP pursuant to Section 10.3 of the Merger Agreement are provided by the Surviving Corporation to IP following the Distribution Date, IP shall reimburse the Surviving Corporation for such costs within ten Business Days following receipt of such invoices from the Surviving Corporation.

Section 10.2 Notices. All notices, requests, claims, demands and other communications to be given or delivered under or by the provisions of this Agreement shall be in writing and shall be deemed given only (a) when delivered personally to the recipient, (b) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), provided that confirmation of delivery is received, (c) upon machine-generated acknowledgment of receipt after transmittal by facsimile or (d) five days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands and other communications shall be sent to the Parties at the following addresses (or at such address for a Party as will be specified by like notice):

If to IP or, prior to the Effective Time, Spinco:

International Paper Company

6400 Poplar Avenue

Memphis, Tennessee 38197

Facsimile:           (901) 214-0647

Attention:            Sharon R. Ryan, Senior Vice President,

                             General Counsel and Corporate Secretary

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with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Facsimile:         (212) 909-6836

Attention:           Jeffrey J. Rosen

                             Michael A. Diz

If to Spinco or the UWWH Stockholder, after the Effective Time:

xpedx Holding Company

6285 Tri-Ridge Boulevard

Loveland, OH 45140

Facsimile:             (513) 965-2849

Attention:             Mary A. Laschinger

with a copy (which shall not constitute notice) to:

Bain Capital Partners, LLC

200 Clarendon Street

Boston, MA 02116

Facsimile:             (617) 516-2010

Attention:             Matt Levin Seth Meisel

and

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654 Facsimile: (312) 862-2200

Attention:             Matthew E. Steinmetz, P.C.

                             Jeffrey W. Richards, P.C.

                             Neal J. Reenan

If to UWWH or to the UWWH Stockholder, prior to the Effective Time:

UWW Holdings, Inc.

6600 Governors Lake Parkway

Norcross, GA 30071

Facsimile:             (770) 659-4618

Attention:             Chief Executive Officer

                               General Counsel

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with a copy (which shall not constitute notice) to:

Bain Capital Partners, LLC

200 Clarendon Street

Boston, MA 02116

Facsimile:           (617) 516-2010

Attention:           Matt Levin Seth Meisel

and

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, IL 60654

Facsimile:        (312) 862-2200

Attention:         Matthew E. Steinmetz, P.C.

                           Jeffrey W. Richards, P.C.

                           Neal J. Reenan

Any Party to this Agreement may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. Any notice to IP will be deemed notice to all members of the IP Group, and any notice to Spinco will be deemed notice to all members of the Spinco Group.

Section 10.3 Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

Section 10.4 Headings. The headings and captions of the Articles and Sections used in this Agreement and the table of contents to this Agreement are for reference and convenience purposes of the Parties only, and will be given no substantive or interpretive effect whatsoever.

Section 10.5 Attorneys’ Fees. If any Litigation Matter at law or equity, including any Litigation Matter for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses from the other party, which fees and expenses shall be in addition to any other relief which may be awarded.

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Section 10.6 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable to the maximum extent permitted while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is valid, legal and enforceable and that achieves the original intent of the Parties.

Section 10.7 Assignment. Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the Parties (whether by operation of law or otherwise) without the prior written consent of the other Parties, and any purported assignment without such consent shall be null and void, except that Spinco or UWWH may assign any or all of its rights, interests under this Agreement without the consent of the other Parties hereto (a) to any Person providing the Special Payment Financing pursuant to the terms thereof for purposes of creating a security interest herein or otherwise assign as collateral in respect of such Special Payment Financing or (b) to any purchaser of all or substantially all of the assets of such Person; provided, however, that, in each case, no such assignment shall release such Party from any liability or obligation under this Agreement. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 10.8 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and, except as provided in ARTICLE VI relating to certain indemnitees and the release of certain Liabilities, no Person shall be deemed a third party beneficiary under or by reason of this Agreement.

Section 10.9 Entire Agreement. This Agreement, the Exhibits and the Disclosure Letter hereto, the Confidentiality Agreement, the other Transaction Agreements and other documents referred to herein shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter (including that certain Non-binding Letter of Intent by and between IP and UWWH, dated as of April 19, 2013). In the case of any conflict between the terms of this Agreement and the terms of any other Transaction Agreement, the terms of such other Transaction Agreement shall control.

Section 10.10 Governing Law. This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (and all Schedules and Exhibits hereto) shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.

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Section 10.11 Counterparts. This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

Section 10.12 Amendments; Waivers. This Agreement may not be amended except by an instrument in writing signed by each of the Parties. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of any Party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

Section 10.13 Termination. Notwithstanding any provision hereof, in the event of termination of the Merger Agreement before the Effective Time, this Agreement may be terminated and the Distribution abandoned at any time prior to the Distribution by and in the sole discretion of IP; provided, however, in the event IP chooses not to terminate this Agreement, UWWH and its Affiliates (including, for the avoidance of doubt, the UWWH Stockholder) shall have no Liability or obligations with respect to this Agreement, and this Agreement shall be of no further force or effect with respect to UWWH and its Affiliates. In the event of such termination, no Party or any party to any other Transaction Agreement or any of their respective Representatives or Affiliates shall have any Liability to any Person by reason of this Agreement or any other Transaction Agreement (other than the Merger Agreement to the extent provided therein).

Section 10.14 Waiver of Jury Trial. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (WITH EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH OF THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION OR PROCEEDING, AND ANY ACTION OR PROCEEDING UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OTHER TRANSACTION AGREEMENT SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 10.15 Jurisdiction; Service of Process. ANY ACTION WITH RESPECT TO THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS, IN EACH CASE, SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT

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OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION WITH RESPECT TO THIS AGREEMENT (I) ANY CLAIM THAT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS Section 10.15, (II) ANY CLAIM THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) AND (III) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) THE ACTION IN SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (B) THE VENUE OF SUCH ACTION IS IMPROPER OR (C) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. EACH OF THE PARTIES FURTHER AGREES THAT NO PARTY TO THIS AGREEMENT SHALL BE REQUIRED TO OBTAIN, FURNISH OR POST ANY BOND OR SIMILAR INSTRUMENT IN CONNECTION WITH OR AS A CONDITION TO OBTAINING ANY REMEDY REFERRED TO IN THIS Section 10.15 AND EACH PARTY WAIVES ANY OBJECTION TO THE IMPOSITION OF SUCH RELIEF OR ANY RIGHT IT MAY HAVE TO REQUIRE THE OBTAINING, FURNISHING OR POSTING OF ANY SUCH BOND OR SIMILAR INSTRUMENT. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN Section 10.2, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED. NOTWITHSTANDING THIS Section 10.15, ANY DISPUTE REGARDING THE SPINCO CLOSING STATEMENT SHALL BE RESOLVED IN ACCORDANCE WITH ARTICLE V; PROVIDED THAT THE TERMS OF ARTICLE V MAY BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THIS SECTION 10.15.

Section 10.16 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any other Transaction Agreement, the Party who is, or is to be, thereby aggrieved will have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement or such Transaction Agreement, in addition to any and all other rights and remedies at law or in equity, subject to Section 6.1. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any Loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties to this Agreement.

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Section 10.17 Damages Waiver. No Party shall be liable to another Party or any of its Affiliates (or any of their respective Related Parties) for any exemplary damages or punitive damages, or any other damages to the extent not reasonably foreseeable, arising out of or in connection with this Agreement or any Transaction Agreement (in each case, unless any such damages are payable to a third party pursuant to a Third-Party Claim).

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

INTERNATIONAL PAPER COMPANY
By:	/s/ C. Cato Ealy
Name:	C. Cato Ealy
Title:	Senior Vice President

XPEDX HOLDING COMPANY
By:	/s/ C. Cato Ealy
Name:	C. Cato Ealy
Title:	Vice President

UWW HOLDINGS, INC.
By:	/s/ Allan R. Dragone
Name:	Allan R. Dragone
Title:	Chief Executive Officer

Solely for purposes of ARTICLE VI and ARTICLE X, UWW HOLDINGS, LLC
By:	/s/ Seth Meisel
Name:	Seth Meisel
Title:	Authorized Signatory

Exhibit A-1

Form of Sublease

SUBLEASE AGREEMENT

This Sublease Agreement (this “Sublease”) is made this             day of             , 2014 between INTERNATIONAL PAPER COMPANY, a New York corporation (“Sublandlord”), and [SPINCO], a Delaware corporation (“Subtenant”).

R E C I T A L S

[LANDLORD NAME], a                             (“Landlord”), as landlord and Sublandlord, as tenant, did enter into that certain [NAME OF LEASE DOCUMENT] (as amended and modified from time to time, the “Lease”), a copy of which (including all amendments and modifications thereof) is attached hereto as Exhibit A, dated [DATE OF LEASE], for the lease by Sublandlord of certain space located at [SITE ADDRESS], [CITY], County of [COUNTY], [STATE] (“Building”). The space leased by Sublandlord pursuant to the Lease is hereinafter referred to as the “Premises.”

Sublandlord and Subtenant have entered into that certain Contribution and Distribution Agreement dated as of             , 2014 (as amended, supplemented or otherwise modified from time to time, the “Contribution Agreement”), pursuant to which, among other things, Sublandlord agreed to enter into a sublease with Subtenant with respect to the Premises. Sublandlord and Subtenant desire to enter into this Sublease, pursuant to the terms of which Subtenant will sublease from Sublandlord and Sublandlord will sublease to Subtenant the Premises.

NOW THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and the mutual covenants and obligations set forth in this Sublease, Sublandlord and Subtenant do hereby agree as follows:

1. Subleased Premises. Sublandlord does hereby sublease to Subtenant, and Subtenant subleases and rents from Sublandlord, the Premises (the “Subleased Premises”).

2. Term.

(a) Subject to the terms of Section 17 below, the term of this Sublease (the “Sublease Term”) shall begin on the Distribution Date (as defined in the Contribution Agreement) (hereinafter, “Commencement Date”) and shall expire at 12:00 midnight on [EXPIRATION DATE] (the “Expiration Date”) unless the Lease or this Sublease is sooner terminated or extended in accordance with the terms and conditions set forth therein or herein.

(b) Notwithstanding the foregoing, this Sublease will terminate automatically if the Lease is assigned to Subtenant pursuant to a written assignment and assumption agreement, executed by Sublandlord and Subtenant.

(c) Subtenant shall have no right to exercise any right of renewal or extension set forth in the Lease, nor shall Subtenant shall have the right or authority to negotiate directly with Landlord for any other extension or renewal of the Lease.

(d) Subtenant shall use commercially reasonable efforts to deliver at least thirty (30) days’ prior written notice to Sublandlord if Subtenant intends to vacate the Subleased Premises prior to the originally scheduled Expiration Date of the Sublease Term; provided, however, nothing herein shall be deemed to release Subtenant of its obligations hereunder prior to such Expiration Date.

(e) In the event Subtenant remains in possession of the Subleased Premises for any period of time following the Expiration Date, Subtenant’s continued possession shall be on the basis of a tenancy at sufferance of Sublandlord, and Subtenant shall be liable for all amounts due and/or damages arising under the Lease as a result thereof in the same manner and to the same extent as Sublandlord is liable to Landlord.

3. Rent.

(a) Subtenant shall pay to Sublandlord as base rent (“Base Rent”) all amounts of “Minimum Rent” or “Base Rent” (or such other similar terms as may be defined in the Lease) accruing from and after the date of this Sublease for which Sublandlord is obligated to pay the Landlord pursuant to the terms of the Lease, including, without limitation, all tax when due with regard to such Rent pursuant to the laws of the state in which the Premises is located, as applicable, excluding Landlord’s income tax and other similar taxes. The Base Rent shall be payable by Subtenant to Sublandlord or, at Sublandlord’s option, directly to Landlord, in advance in monthly installments due on or before the first day of each calendar month during the Sublease Term with appropriate prorations for partial months.

(b) In addition to the Base Rent, Subtenant shall also pay to Sublandlord as additional rent (“Additional Rent”) any “Taxes”, “Insurance”, “Common Area Charges” or “Operating Expenses” (or such other similar terms as may be defined in the Lease) and any other amounts due under the Lease accruing from and after the date of this Sublease pursuant to the terms of the Lease. All Additional Rent shall be payable by Subtenant to Sublandlord at the time and in the same manner such payments are due by Sublandlord under the Lease.

(c) Base Rent and Additional Rent are referred to collectively, in this Sublease as “Rent”.

4. Relationship to Lease.

(a) This Sublease and all of Subtenant’s rights hereunder are expressly subject to and subordinate to all of the terms of the Lease. Subtenant acknowledges that any termination of the Lease shall result in a termination of the Sublease. Subtenant hereby acknowledges that it has received copies of the Lease and has read all of the terms and conditions thereof.

(b) Subtenant hereby agrees to assume all Liabilities, except for Excluded Liabilities (each as defined in the Contribution Agreement) with respect to the Subleased Premises. All of the terms and conditions of the Lease are hereby incorporated into this Sublease by reference as if fully set forth herein except that “Landlord” shall be read as “Sublandlord” and “Tenant” shall be read as “Subtenant”; provided, however, that Subtenant hereby acknowledges that Subtenant shall look solely to Landlord for the performance of all the Landlord’s obligations under the Lease and that Sublandlord shall not be obligated to provide any services to Subtenant or otherwise perform any obligations in connection with this Sublease; and provided further, however, that in no event shall Subtenant have the right (through the exercise of an option or right in the Lease or otherwise) to exercise any option to expand, contract and/or relocate the Premises, extend or reduce the demised term of the Lease, or be entitled to any tenant improvement allowances, free or abated rent or any other concession provided to Sublandlord in such Lease.

(c) In the event that any event occurs or condition arises at the Subleased Premises that would either (i) fall under the responsibility of Landlord pursuant to the Lease, or (ii) trigger a contractual requirement to notify Landlord pursuant to the terms of the Lease, then in either event, Subtenant shall promptly provide written notice to Sublandlord, and Sublandlord shall (a) provide written notice to Landlord and (b) exercise all available remedies available to Sublandlord in order to cause Landlord to comply with the terms of the Lease. Notwithstanding the foregoing to the contrary, in the event of an emergency, Subtenant shall be required to simultaneously notify Landlord and Sublandlord and, to the extent permitted under the terms of the Lease, undertake such emergency repairs as reasonably necessary to prevent immediate harm to property or persons.

(d) Sublandlord shall not, without the prior written consent of Subtenant, modify or amend the Lease in any manner.

5. Use. Subtenant shall use the Subleased Premises in accordance with the “Use” provision set forth in the Lease, and Subtenant shall not be permitted to operate the Subleased Premises for any other purpose without the prior written consent of Landlord and Sublandlord, such consent by Sublandlord not to be unreasonably withheld, conditioned or delayed.

6. Default.

(a) Any act or omission by Subtenant that would constitute a default under the Lease shall, subject to the same notice and cure provisions provided in the Lease, be deemed a default by Subtenant under this Sublease; provided, however, that the notice and cure periods provided in the Lease for any monetary defaults shall be deemed to be two (2) business days less for the purposes of this Sublease (but in no event less than two (2) business days total), and the notice and cure periods provided in the Lease for any non-monetary defaults shall be deemed to be three (3) business days less for the purposes of this Sublease (but in no event less than three (3) business days total). For instance, where Sublandlord would have a five (5) business day period to cure a non-payment of Base Rent under the Lease, Subtenant shall only have a three (3) business day period to cure a non-payment of Base Rent hereunder. Any such default by Subtenant shall entitle Sublandlord to (a) exercise any and all remedies available to Landlord

under the Lease or any other remedies available at law or in equity under the laws of the state in which the Premises is located, and/or (b) at its option, Sublandlord may cure such default on Subtenant’s behalf upon providing Subtenant with written notice of its intention to cure at least three (3) business day prior to curing. In the event that Sublandlord takes any action on Subtenant’s behalf in accordance herewith, the reasonable costs of such performance, repair or replacements shall be charged to Subtenant as Additional Rent and shall become due and payable by Subtenant with the monthly installment of Base Rent next due hereunder. Further, if Sublandlord exercises any of the remedies provided to Sublandlord under this Sublease as a result of Subtenant’s failure to comply with its obligations hereunder, or if Sublandlord brings any action to enforce its rights under this Sublease, Subtenant shall be obligated to reimburse Sublandlord, on demand, for all reasonable costs and expenses, including reasonable attorneys’ fees and court costs, incurred in connection therewith.

(b) In the event that Sublandlord receives notice of default of the Lease from Landlord, Sublandlord must provide Subtenant with a copy of any such notice within two (2) business day of Sublandlord’s receipt.

7. Quiet Enjoyment. Provided there is no event of default under this Sublease and Subtenant has performed its obligations hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises without interference by Sublandlord or anyone claiming by, through or under Sublandlord. Sublandlord will use reasonable efforts to enforce Landlord’s obligations under the Lease, but if Sublandlord chooses not to pursue an action to enforce any of Landlord’s obligations but Subtenant desires to enforce such obligations, Sublandlord will assign its rights to Subtenant and will cooperate with Subtenant’s efforts to enforce such obligations so long as such enforcement efforts are at Subtenant’s sole expense and Subtenant indemnifies Sublandlord from any damages, claims or expenses resulting from such enforcement effort or Sublandlord’s cooperation therewith.

8. Insurance and Indemnities. Subtenant hereby agrees to indemnify and hold Sublandlord and Landlord harmless, with regard to its subleasing and use of Subleased Premises, to the same extent that Sublandlord is required under the Lease to indemnify and hold Landlord harmless with respect to the Premises. Likewise, Subtenant hereby agrees to obtain and provide certificates of insurance to Sublandlord and Landlord, on or before the Commencement Date of this Sublease, that Subtenant is carrying (1) property insurance coverage for one hundred percent (100%) of the full replacement value of all of Subtenant’s personal property, trade fixtures and equipment contained within the Subleased Premises, with such policies naming Sublandlord as an additional insured, (2) commercial general liability insurance (“CGLI”) equal to the greater of (a) the amounts required under the Lease to be carried by Sublandlord with regard to the Premises, or (b) $1 million per occurrence, with a $2 million annual aggregate limit for such CGLI policy, and an additional umbrella and/or excess commercial liability policy with a single or combined limit of $3 million under such policy, with such CGLI policies naming Sublandlord as an additional insured, (3) workers’ compensation insurance in the minimum amounts as required by the applicable statutes in the state in which the Premises is located, regardless of the number of employees, (4) Automobile Liability insurance for owned, non-owned, and hired vehicles in a minimum amount of $1,000,000 bodily injury and property damage combined single limit per occurrence, and (5) as to all coverages, no less than the same amounts and of the same types required under the Lease to be carried by Sublandlord with regard to the Premises.

9. Subleasing and Assignment. Subtenant shall have no further right to sublease, assign or in any way transfer its rights under this Sublease or its rights with regard to all or any portion of the Subleased Premises without the prior written consent of Sublandlord and, to the extent applicable, the Landlord. For purposes herein, any change in control of Subtenant resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer which requires Sublandlord’s prior written consent. Sublandlord shall be permitted to assign its rights under this Sublease, or its rights with regard to the Subleased Premises without the prior consent of Subtenant, so long as Sublandlord has otherwise satisfied the terms and conditions of the Lease with respect to any such assignment.

10. Condition of Subleased Premises.

(a) Subtenant shall maintain and repair the Subleased Premises in a manner consistent with Sublandlord’s obligations under the Lease. Sublandlord shall have the right to enter the Subleased Premises from time to time upon reasonable prior notice to Subtenant, during normal business hours and escorted by Subtenant (if Subtenant makes such escort reasonably available). Sublandlord’s right of entry shall include the right of inspection to confirm that Subtenant is in compliance with all applicable maintenance and repair obligations set forth in the Lease. In the event that Sublandlord determines, in Sublandlord’s reasonable opinion, that Subtenant is in default of any maintenance and/or repair obligation set forth in the Lease, and such default may incur liability to Sublandlord upon the surrender of the Subleased Premises upon the expiration or earlier termination of the Lease (a “Required Repair Item”), then Sublandlord shall have the right to notify Subtenant of any such Required Repair Items. Subtenant shall be obligated to cure such Required Repair Items within thirty (30) days of such notice from Sublandlord, or, if such Required Repair Items cannot be reasonably completed in such thirty (30) day period, such longer period as reasonably necessary to cure such Required Repair Items, so long as Subtenant has commenced such cure and diligently pursues such cure to completion. In no event shall Sublandlord’s rights hereunder impose any additional and/or greater repair or maintenance standards from those set forth in the Lease. In the event Subtenant fails to cure such Required Repair Items as set forth above, then such failure shall be deemed a default under this Sublease, entitling Sublandlord to exercise any of its rights and remedies herein, including, without limitation, the self help rights set forth in Section 6(b) above.

(b) Upon the expiration or earlier termination of this Sublease, Subtenant shall (i) return the Subleased Premises to Sublandlord in the condition required by the Lease, normal wear and tear and damage by casualty or condemnation excepted, and (ii) in accordance with the terms of the Lease, remove all personal property and equipment (other than fixtures but including trade fixtures) from the Subleased Premises required to be removed from the Subleased Premises in accordance with the Lease. Upon such expiration, Sublandlord and Subtenant shall schedule a walk-through of the Subleased Premises to determine whether Subtenant has complied with its obligation to surrender as set forth above. Sublandlord shall notify Subtenant of any perceived noncompliance at the time of the walk-through, or Sublandlord shall be estopped from attempting to charge Subtenant for the same at a later date.

Sublandlord may forthwith re-enter the Subleased Premises following notice to Subtenant and repossess itself thereof and remove all persons and effects therefrom, using such force as may be reasonably necessary without being guilty of forcible entry, detainer, trespass or other tort. Subtenant’s obligation to observe or perform these covenants shall survive the expiration or other termination of the Sublease Term.

11. Notices. Notices by Sublandlord and Subtenant shall be given to each other in the same manner provided by the Lease:

Sublandlord:	International Paper Company
	6400 Poplar Avenue
	Memphis, TN 38197
	Attention: Corporate Real Estate Department
With a copy to:	International Paper Company
	c/o SRS CRESA Lease Administration, LLC
	15660 Dallas Parkway, Suite 1200
	Dallas, Texas, 75248
Subtenant:
	_______________________
	_______________________
	_______________________
	Attention:
	Telephone:
	Facsimile:
With a copy to:
	_______________________
	_______________________
	_______________________
	Attention:
	Telephone:
	Facsimile:

Either party to this Sublease may, by notice given in accordance with this Section 11, specify a new address for notices under this Sublease.

12. Brokers. Each party represents to the other that it has not dealt with any real estate broker, sales person or finder in connection with this Sublease. Each party hereby agrees to indemnify and hold the other harmless from and against any liabilities and claims for commissions and fees due or claimed to be due by any party claiming to have dealt with the indemnifying party in connection with this Sublease.

13. Environmental.

(a) Subtenant represents, warrants and covenants to Sublandlord that it and its agents, servants, employees, contractors and anyone acting on its behalf will not use, store, generate or dispose of “Hazardous Materials” (as hereinafter defined) in, on, under or about the Premises, except as done so in connection with the ordinary course of Subtenant’s business operations. Subtenant shall give Sublandlord prompt notice of the existence or discovery of the presence of Hazardous Materials in, on or about the Premises, if unrelated to the ordinary course of Subtenant’s business operations, or contamination of the Premises with Hazardous Materials. In the event that Subtenant or any of its agents, servants, employees, contractors or anyone acting on its behalf caused such contamination to the Premises or is responsible for the presence of Hazardous Materials unrelated to the ordinary course of Subtenant’s business operations, Subtenant shall indemnify, defend and hold Sublandlord harmless from and against any and all damages, claims, injuries, cost and liability arising therefrom or related thereto, including all costs of clean-up. Such clean-up and disposal of such Hazardous Materials by Subtenant, including required air monitoring and documentation, shall be performed by Subtenant at its sole cost and expense and shall be performed in accordance with all applicable laws, rules, regulations and ordinances. Sublandlord shall have the right, but not the obligation, to review and monitor any such clean-up and disposal by Subtenant. Within forty-five (45) days following the clean-up of any Hazardous Materials for which Subtenant is responsible in accordance with the requirements set forth herein, Subtenant shall furnish to Sublandlord Hazardous Materials manifests and records which document transport and disposal of such material.

(b) In the event that Sublandlord or any of its agents, servants, employees, contractors or anyone acting on its behalf caused such contamination to the Premises or is responsible for the presence of Hazardous Materials unrelated to the ordinary course of Subtenant’s business operations, Subtenant shall indemnify, defend and hold Subtenant harmless from and against any and all damages, claims, injuries, cost and liability arising therefrom or related thereto, including all costs of clean-up.

(c) Subtenant shall notify Sublandlord and provide to Sublandlord a copy or copies of the following environmental entitlement or inquiries related to the Premises which are received or filed by Subtenant: notices of violation, notices to comply, citations, inquiries and reports filed pursuant to self-reporting requirements. In the event of a release of any Hazardous Materials into the environment, Subtenant shall furnish to Sublandlord a copy of any documents not privileged or confidential relating to the Premises.

(d) Sublandlord shall have access to the Premises during normal business hours and upon two (2) business day’s prior notice to Subtenant in order to conduct inspections and tests of Hazardous Materials or suspected Hazardous Materials in, on, under or about the Premises.

(e) If Subtenant shall breach any representation, warranty or covenant or shall fail to take any action required hereunder within the time permitted, Sublandlord, without being under any obligation to do so and without waiving any default or its rights hereunder, may take such action and/or remedy such other default for the account of Subtenant, and may enter the Premises for such purpose, and Subtenant shall thereupon be obligated, and hereby agrees, to pay Sublandlord upon demand all costs, expenses, and disbursements incurred in taking such remedial action.

(f) As used herein, the term “Hazardous Material(s)” means any chemical, substance or material or combination thereof, which (i) is defined as a hazardous substance, hazardous material, hazardous waste, pollutant, toxic material, or contaminant under any Environmental Law (as defined below), (ii) is a petroleum hydrocarbon, including crude oil or any fraction thereof, (iii) is hazardous to human health or safety or the environment due to its toxicity, corrosivity, flammability, explosivity, infectiousness, radioactivity, carcinogenicity or reproductive toxicity, or (iv) is regulated pursuant to any Environmental Law.

(g) As used herein, the term “Environmental Law” shall include local, state and federal laws, judgments, ordinance, rules, regulations, codes and other governmental restrictions.

[(h) Within thirty (30) days after the termination of this Sublease, Sublandlord, its agents, employees or consultants may conduct an environmental inspection of the Premises. In the event the inspection shall reveal a breach of Subtenant’s representations or obligations hereunder, then (i) Sublandlord shall be entitled to remedies as set forth herein and (ii) the cost of the environmental inspection shall be at the sole cost and expense of Subtenant.]¹

(i) The provisions of this Section 13 shall survive the expiration or other termination of the Lease Term.

14. Authority. Sublandlord represents to Subtenant that Sublandlord has full corporate power and authority to execute and deliver this Sublease and that Sublandlord has obtained all necessary consents required for the execution and delivery of this Sublease. Subtenant represents to Sublandlord that Subtenant has full corporate power and authority to execute and deliver this Sublease and that Subtenant has obtained all necessary consents required for the execution and delivery of this Sublease.

15. Attorneys Fees. In the event that either party brings a legal proceeding to enforce the provisions of this Sublease, the party prevailing in any such proceeding shall be entitled to recover from the non-prevailing party all costs, expenses and charges, including reasonable attorneys’ fees, incurred in addition to such other damages occasioned by the breach of the Sublease.

16. Miscellaneous. This Sublease shall be governed by the laws of the state in which the Subleased Premises are located. Time shall be of the essence with regard to the obligations under this Sublease. This Sublease and the Contribution Agreement supersedes all prior discussions and agreements with respect to the Subleased Premises between the parties and incorporates their entire agreement. Any term used in this Sublease that begins with initial capital letters and is not defined herein shall have the same meaning attributable to that term in the Lease. Nothing in this Sublease shall be deemed to supersede, enlarge or modify any of the provisions of the Contribution Agreement, all of which shall survive the execution and delivery

¹  Only applicable to non-office sites.

of this Sublease as provided in, and subject to the limitations set forth in, the Contribution Agreement. If any conflict exists between the terms of this Sublease and the terms of the Contribution Agreement, the terms of the Contribution Agreement shall govern and control.

[Signatures Commence on Following Page]

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written.

SUBLANDLORD:

INTERNATIONAL PAPER COMPANY, a New York corporation

By:

Name:

Title:

SUBTENANT:

[SPINCO], a Delaware corporation

By:

Name:

Title:

EXHIBIT A

LEASE

Exhibit A-2

Form of Lease Assignment

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of             , 2014 (the “Effective Date”), by and between INTERNATIONAL PAPER COMPANY, a New York corporation, as assignor (“Assignor”), and [SPINCO], a Delaware corporation, as assignee (“Assignee”).

RECITALS:

A. WHEREAS, pursuant to that certain Contribution and Distribution Agreement between Assignor and Assignee, dated as of             , 2014 (the “Contribution Agreement”), Assignor has agreed to sell and assign to Assignee, and Assignee has agreed to purchase and assume from Assignor, for the consideration and upon the terms and conditions set forth in the Contribution Agreement, all of Assignor’s right, title and interest in and to the Leased Real Property.

B. WHEREAS, a list of the Leased Real Property being assigned hereunder is attached hereto as Exhibit A (such Leased Real Property, the “Assigned Real Property”).

C. WHEREAS, Assignor desires to deliver to Assignee such instruments of sale, transfer, conveyance, assignment and delivery as are required to vest in Assignee all of Assignor’s right, title and interest in and to the Assigned Real Property; and

D. WHEREAS, Assignee desires to deliver to Assignor such instruments as are required in order to effectuate and evidence the assumption by Assignee of the liabilities and obligations in connection with the Assigned Real Property.

AGREEMENT:

NOW, THEREFORE, pursuant to the Contribution Agreement and in consideration of the premises and the mutual covenants therein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1. Each capitalized term used but not defined in this Agreement shall have the meaning ascribed to it in the Contribution Agreement.

2. Effective as of the Effective Date, Assignor hereby sells, transfers, assigns, conveys and delivers to Assignee, and Assignee hereby accepts the sale, transfer, assignment, conveyance and delivery of, all of Assignor’s right, title and interest in, to and under all of the Assigned Real Property.

3. Assignee hereby assumes and agrees to undertake, assume, perform, pay, become liable for and discharge when due, all Liabilities with respect to the Assigned Real Property, other than Excluded Liabilities.

4. Nothing in this Agreement shall be deemed to supersede, enlarge or modify any of the provisions of the Contribution Agreement, all of which shall survive the execution and delivery of this Agreement as provided in, and subject to the limitations set forth in, the Contribution Agreement. If any conflict exists between the terms of this Agreement and the terms of the Contribution Agreement, the terms of the Contribution Agreement shall govern and control.

5. This Agreement shall be binding upon and inure to the benefit of Assignor, Assignee, and their respective permitted successors and assigns.

6. This Agreement shall be governed by and construed in accordance with the laws of the State of (the state in which the property is located), without giving effect to any of the conflict of law rules thereof.

7. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Assignor and Assignee have each executed this Agreement as of the day and year first above written.

INTERNATIONAL PAPER COMPANY, a New York corporation

By:

Name:

Title:

[SPINCO], a Delaware corporation

By:

Name:

Title:

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EXHIBIT A

Schedule of Assigned Real Property

Exhibit A-3

Form of Gross Lease Assignment

INTERNATIONAL PAPER COMPANY

GROSS LEASE

Location:                                                    

DEFINED TERMS/SPECIAL PROVISIONS

“Contribution Agreement”

That certain Contribution and Distribution Agreement by and between Lessor and Lessee dated as of             , 2013 (as amended, supplemental or otherwise modified from time to time.

“Lessor”

International Paper Company, a New York corporation with its principal place of business at 6400 Poplar Avenue, Memphis, Tennessee 38197.

“Lessee”

[SPINCO], a Delaware corporation, with its principal place of business at             .

“Leased Premises”

            , containing             square feet of space and more particularly described in Exhibit “A” attached hereto and incorporated herein by reference.

“Term”

The Term shall be             (    ) years, beginning on the Distribution Date (as defined in the Contribution Agreement) (hereinafter the “Commencement Date”), and ending on             (the “Expiration Date”), unless this Lease is sooner terminated or extended in accordance with the terms and conditions set forth herein.

“Rent”

During the Term, monthly Rent shall be $            . Which amount shall be due and payable on the first day of each calendar month during the Term [subject to adjustment as set forth in Article             ]. In the event the Commencement Date and/or the Expiration Date fall on any day other than the first or last day of a calendar month, the Rent for such calendar month shall be prorated accordingly.

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ARTICLE I

Lease of Premises

Lessor does hereby lease to Lessee the Leased Premises as described and referred to above for the Term and at the Rent above set forth upon the following provisions, each of which shall be both covenants and conditions, and Lessor and Lessee hereby covenant and agree to abide by and perform each and every provision hereof. The Rent shall be due and payable on the first day of each calendar month and remitted to Lessor’s address above set forth or to such other address as Lessor may from time to time hereafter direct by written notice to Lessee in accordance with Article XVIII hereof. In additional to Lessor’s remedies for the non-payment of Rent set forth in Article XIV, Lessee shall also be obligated to pay a late charge equal to five percent (5%) of such unpaid amount in the event any amount due hereunder is not paid within five (5) days following written notice from Lessor, and interest shall accrue on all unpaid amounts from the date past due until paid at the lower of eighteen percent (18%) per annum or the highest rate permitted by applicable law

ARTICLE II

Gross Basis Lease

Except as provided herein to the contrary, it is intended that the Rent provided for in this Lease shall be the absolute payment to Lessor for the Term and for any extensions or renewals thereof, and including any expenses or charges whatsoever with respect to the Leased Premises, including, but not in limitation of the foregoing, all insurance premiums, all taxes, and all repairs, replacements and betterments to the Leased Premises and the building of which the Leased Premises are a part, including the roof, gutters, downspouts, electrical, plumbing and HVAC systems, floors, structural portions and exterior walls of the building on the Leased Premises, landscaping, utility lines running outside of the exterior walls and roof, and to the drives, walks and parking areas of the Leased Premises, each of which shall be the responsibility of Lessor under Article IX, Section 1.

ARTICLE III

Use of Leased Premises

The Leased Premises may be used for the operation of [a distribution center, warehouse], office use and/or ancillary uses related thereto. In no event shall the Leased Premises be used for any manufacturing purposes. The Leased Premises shall not be used for any illegal purpose, nor in violation of any valid regulation of any governmental body, nor in any manner to create any nuisance or trespass, nor in any manner to violate the insurance or increase the rate of insurance on the Leased Premises

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ARTICLE IV

Utility Charges

Lessee shall pay and be liable for all charges for fuel, electricity, water, gas, telephone service, sewage, janitorial, security and similar services to be furnished to the Leased Premises during the Term of this Lease. All utilities shall be separately metered and shall not be combined with any other leased premises.

ARTICLE V

Taxes

Lessor covenants and agrees to pay or cause to be paid, in addition to all other sums required to be paid by Lessor under the provisions of this Lease, all taxes, including, but not limited to, all sewer use fees or charges for utilities, which may be levied or imposed by the United States, or the state, county or municipality in which the Leased Premises are located, or by any subdivision or department thereof, upon all or any part of the Leased Premises, upon any buildings, structures, fixtures or improvements now or hereafter located thereon or arising in respect of the occupation, use or possession of the Leased Premises or any estate, right, title or interest of the owner of the fee or of Lessor as the owner of a leasehold. Notwithstanding the foregoing to the contrary, Lessee shall be obligated to pay all tax due with regard to the Rent pursuant to the laws of the state in which the Leased Premises are located, as applicable, excluding Lessor’s income tax and other similar taxes.

ARTICLE VI

Insurance

Section 1. Lessee agrees, at Lessee’s expense, to procure and maintain in force and effect continuously during the entire Term and any extensions or renewals thereof, a policy or policies of commercial general liability insurance in a company or companies authorized to do business in the state in which the Leased Premises are located, insuring Lessor, as an additional insured for occurrences arising out of Lessee’s use and occupancy of the Leased Premises, in an amount of One Million Dollars ($1,000,000.00) combined single limit bodily injury/property damage per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate and an additional umbrella and/or excess commercial liability policy with a single or combined limit of Three Million Dollars ($3,000,000.00) Lessee agrees to provide certificates of insurance for such policies on or prior to the Commencement Date and all renewals thereof to Lessor prior to expiration of such policies.

Section 2. At all times during the Term, Lessor shall, at Lessor’s expense, keep or cause to be kept all buildings and improvements at any time constituting the Leased Premises, insured against fires and all perils included within full standard extended coverage insurance, in good

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and responsible insurance companies, authorized to do business in the state in which the Leased Premises are located, in an amount not less than One Hundred percent (100%) of the insurable value of the building erected or to be erected on the Leased Premises or One Hundred percent (100%) of its replacement cost, whichever shall be less, said insurance to be for the benefit of Lessor and the mortgagee of the Leased Premises, if any, as their interests appear.

Section 3. At all times during the Term, Lessee shall, at Lessee’s expense, keep or cause to be kept all of Lessee’s personal property, fixtures and equipment located at, on or in the Leased Premises, insured against fires and all perils included within full standard extended coverage insurance, in good and responsible insurance companies, authorized to do business in the state in which the Leased Premises are located, in an amount not less than One Hundred percent (100%) of the replacement cost of such personal property, said insurance to be for the benefit of Lessee.

Section 4. At all times during the Term, Lessee shall, at Lessee’s expense, procure and maintain in full force and effect Workers’ Compensation insurance in the minimum amounts as required by the applicable statutes in the state where the Leased Premises are located, regardless of the number of employees, and Automobile Liability insurance for owned, non-owned, and hired vehicles in a minimum amount of $1,000,000 bodily injury and property damage combined single limit per occurrence.

ARTICLE VII

Indemnity

Section 1. Subject to the limitation set forth in Section 2 of this Article VII, Lessee shall remain liable for any and all claims and demands for agrees to indemnify and hold Lessor harmless from and against any and all claims and demands for, or in connection with, (i) any accident, injury or damage whatsoever caused to any person or property arising, directly or indirectly, out of the business conducted in the Leased Premises or occurring in, or about the Leased Premises, and (ii) any negligent act, omission or willful misconduct by Lessee or Lessee’s officers, employees, agents, invitees or servants.

Section 2. Notwithstanding anything in Section 1 of this Article VII to the contrary, Lessor shall remain liable for any and all claims and demands for, or in connection with, any accident, injury or damage whatsoever caused to any person or property arising, directly or indirectly, from any negligent act, omission or willful misconduct by Lessor or Lessor’s officers, employees, agents or servants occurring in, on or about the Leased Premises or any part thereof.

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ARTICLE VIII

Damage or Destruction of Leased Premises

Section 1. If, during the Term, twenty-five percent (25%) or less of the insurable value of the buildings and improvements, now existing or hereafter erected by the Lessor upon the Leased Premises, shall be destroyed by fire, explosion, the elements, an act of God or any other casualty (each, a “Casualty Event”), Lessor shall promptly rebuild and restore the same as nearly as possible to the condition existing prior to the damage. Rent payments shall be reduced proportionately from the date of such loss until the Leased Premises are restored to the condition which existed prior to the damage.

Section 2. If, during the Term, more than twenty-five percent (25%) of the insurable value of the building or improvements upon the Leased Premises shall be damaged or destroyed by a Casualty Event, Lessor or Lessee shall have the option to terminate the Lease upon providing written notice to the other party within thirty (30) days following such Casualty Event. In the event either party elects to terminate this Lease in accordance with the foregoing, then the Lease shall terminate on or before the date which is thirty (30) days following such termination notice and Rent shall be accounted for as between Lessor and Lessee as of that date. In the event neither party elects to terminate the Lease within such period, Lessor shall promptly provide Lessee with a calendar date (the “Restoration Date”) prior to which Lessor reasonably expects to complete restoration of the Leased Premises to the condition existing prior to the date of the Casualty Event. Lessor shall thereafter promptly commence to restore or rebuild the building or improvements and shall diligently pursue the same, with Rent abated from the date of destruction and throughout the period of repair and reconstruction during which Lessee is deprived of the use of the Leased Premises; provided however, that if Lessor fails to complete the restoration of the Leased Premises to the condition existing prior to the date of the Casualty Event within sixty (60) days following the Restoration Date, Lessee may terminate the Lease, such termination effective immediately, by providing written notice to Lessor. In no event shall Lessor be obligated to expend funds in excess of available insurance proceeds in order to restore the Leased Premises.

Section 3. If, during the Term, a Casualty Event shall occur, irrespective of the insurable value of the building or improvements upon the Leased Premises which are thereby affected, but which results in Lessee’s inability to effectively conduct its operations in the Leased Premises, to be determined by Lessee within its reasonable discretion, Lessee shall have the option to terminate the Lease upon providing written notice to the other party within thirty (30) days following such Casualty Event.

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ARTICLE IX

Maintenance of Leased Premises

Section 1. Lessor’s Obligations. During the Term, Lessor agrees to maintain the Leased Premises, other than as required by Lessee under Section 2 of this Article IX, and to promptly make all repairs and replacements which become necessary within the Leased Premises, , and to promptly pay all expenses or charges whatsoever with respect to the Leased Premises as such become due, including, but not in limitation of the foregoing, all insurance premiums, all taxes, and all repairs, replacements and betterments to the Leased Premises, together with the structure and exterior of the building of which the Leased Premises are a part, including the roof, gutters, downspouts, electrical, plumbing and HVAC systems, floors, structural portions and exterior walls of the building on the Leased Premises, landscaping, utility lines running outside of the exterior walls and roof, and to the drives, walks and parking areas of the Leased Premises.

Section 2. Lessee’s Obligations. During the Term, Lessee shall not be responsible to make any repairs or replacements which become necessary within the Leased Premises, except to the extent that such required repair or replacement is (i) expressly stated herein as the obligation of the Lessee or (ii) a result of Lessee’s negligent act or omission, or wilful misconduct. To the extent Lessee is obligated to make any repairs, replacements or renewals in the Leased Premises, Lessor does hereby assign to Lessee all manufacturers’ and contractors’ warranties and guarantees covering the building and any other improvements on the Leased Premises that may be in effect during the Term.

Section 3. Lessor Inspection. Lessor reserves the right to cause an inspection of the Leased Premises from time to time, but no more than once annually, to confirm Lessee’s compliance with Section 2 above. Lessor shall have the right to submit any deficiencies in such obligations to Lessee in writing, following which, Lessee shall have thirty (30) days to commence correcting such deficiencies or be deemed in default of this Lease in accordance with Article XIV herein.

ARTICLE X

Waiver of Claims for Damages to Real and Personal Property

Section 1. Lessor and Lessee, for themselves and for their respective insurers, agree to and do hereby mutually release each other of and from any and all claims, demands, actions and causes of action that each may have or claim to have against the other for loss of or damage to the property of the other, both real and personal, caused by or resulting from fire, tornado and all other casualties or perils of the type and character covered by fire and extended coverage insurance, notwithstanding that any such loss or damage may be due to or result from the negligence of either of the parties hereto or their respective officers, employees or agents. Lessor and Lessee will each secure an appropriate clause in, or endorsement on, any fire and extended coverage insurance policy covering their respective real and personal property, pursuant to which the respective insurance companies waive subrogation; provided, however, that a failure on the part of either party to secure such appropriate clause in, or endorsement on, any fire and extended coverage insurance policy covering their respective real and personal property, pursuant to which the respective insurance companies waive subrogation, shall not, in any manner, affect or restrict the provisions of the above and foregoing mutual releases.

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Section 2. Lessee, for itself and for its respective insurers, if any, does hereby agree that all personal property on the Leased Premises shall be at the risk of the Lessee only, and Lessor shall not be or become liable for any damage to said personal property or to Lessee or to any other persons for damage whatsoever done or occasioned by or from any boiler, plumbing, gas, water, steam or other pipes or any fixtures or appurtenances whatsoever, or arising by reason of the use of, said building, fixtures or appurtenances therein, or by damage caused in any other manner whatsoever, other than damage resulting from the gross negligence or wilful misconduct of Lessor, its agents and assigns.

ARTICLE XI

Mechanic’s Liens

Except for work or material which is the responsibility of Lessor under this Lease, Lessee agrees to pay promptly for any work done or material furnished in the Leased Premises after the commencement of the Term and not to suffer or permit any lien to attach to the Leased Premises, and Lessee further agrees promptly to cause any such lien or claims therefor to be released; provided, however, that in the event Lessee contests any such claim, Lessee agrees to indemnify and secure Lessor to the reasonable satisfaction of Lessor. Notice is hereby given that no mechanic’s, materialman’s or other lien sought to be taken or vested on the Leased Premises shall in any manner affect the right, title or interest of the Lessor therein, and that Lessee shall have no authority from Lessor to permit or create such lien. In the event that any such lien shall be filed upon the Leased Premises by reason of any act or omission (or alleged act or omission) of Lessee or any sublessee, and Lessee shall not, within thirty (30) days from and after notice to Lessee of the filing thereof, have caused the same to be released or have indemnified and secured Lessor to the reasonable satisfaction of Lessor, then in such event, Lessor may, but shall not be obligated to, cause the same to be discharged; and if Lessor does so, Lessee agrees to reimburse Lessor promptly upon demand for all costs, expenses and other sums of money expended by Lessor in connection therewith.

ARTICLE XII

Eminent Domain

Section 1. If the whole or any part of the land or building constituting the Leased Premises shall be taken by any public authority under the power of eminent domain, and if the portion of such land or building remaining after such taking shall not constitute sufficient space for the maintenance and operation of Lessee’s business in an economically feasible and profitable manner, as determined by Lessee within its reasonable discretion, then the Term shall cease as of the date possession is delivered by Lessee, and Lessee shall pay Rent up to that date with an appropriate refund by Lessor of such Rent as may have been paid in advance for a period subsequent to the date of taking. Lessor agrees at its sole cost and expense to promptly make all repairs, construction, additions or alterations that may be necessary or requisite for the making of the remainder of the Leased Premises a complete architectural and operating unit, and suitable for the business and operations of Lessee in an economically feasible and profitable manner; provided, however, in no event shall Lessor be required to expend funds in excess of any awards received by Lessor for such taking .

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Section 2. All compensation awarded for any taking under the power of eminent domain, whether for the whole or a part of the Leased Premises, shall be the property of Lessor, whether such damages shall be awarded as compensation for diminution in the value of, or loss of, the fee of the Leased Premises, and Lessee hereby assigns to Lessor all of Lessee’s right, title and interest in and to any and all such compensation; provided, however, that Lessee shall be entitled to seek a separate award for the cost of removal of fixtures, stock, inventory and other personal property of Lessee, or for any other expenses or losses of Lessee connected with or resulting from any such taking, including the value of the leasehold estate, or any other awards, reimbursements or payments that may be made, awarded or granted to Lessee directly under applicable law; provided, however, in no event shall such awards reduce the amount otherwise owed to Lessor.

ARTICLE XIII

Quiet Enjoyment

Provided that no event of default under this Lease has occurred, and remains uncured after any applicable cure period, and Lessee has performed its obligations hereunder, Lessor covenants that Lessee shall peaceably and quietly have, hold and enjoy the Leased Premises for the Term without interference by Lessor or anyone claiming by, through or under Lessor.

ARTICLE XIV

Default

Section 1. Subject to the provisions of this Article XIV, this Lease is made upon the express condition that Lessee shall faithfully and punctually perform and observe all the agreements, covenants and conditions herein set forth to be performed by Lessee, and that if (i) at any time any Rent, insurance premiums, utilities charges or any other amounts required to be paid by Lessee hereunder, or any part thereof, shall be in arrears and unpaid for a period of five (5) days after the due date, or (ii) if defaults shall be made or suffered in the performance or observance of any of the other covenants or conditions of this Lease, and if Lessee fails to cure such default within twenty (20) days after notice in writing thereof shall have been given by Lessor to Lessee, or (iii) if such default cannot be corrected within such twenty (20) day period, if Lessee does not commence to correct such default within said twenty (20) day period and thereafter diligently prosecute the correction of same to completion within a reasonable time, but in no event exceeding a total of (60) days unless Lessor agrees to extend such sixty (60) day period, which Lessor shall agree to extend from time to time if Lessee is diligently prosecuting the correction of same, but is unable to complete the correction due to circumstances outside of Lessee’s reasonable control, Lessor shall have the right, at its election, to exercise the remedies set forth below:

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(a) Terminate this Lease by giving Lessee notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination and all rights of Lessee under this Lease and in and to the Premises shall terminate. Lessee shall remain liable for all obligations under this Lease arising up to the date of such termination, and Lessee shall surrender the Premises to Lessor on the date specified in such notice; or

(b) Terminate this Lease as provided above and recover from Lessee all damages Lessor may incur by reason of Lessee’s default, including, without limitation, an amount which, at the date of such termination, is calculated as follows: (1) the value of the excess, if any, of (A) the Rent and all other sums which would have been payable hereunder by Lessee for the period commencing with the day following the date of such termination and ending with the Expiration Date had this Lease not been terminated (the “Remaining Term”), over (B) the aggregate reasonable rental value of the Premises for the Remaining Term (which excess, if any shall be discounted to present value at a commercially reasonable discount rate for the Remaining Term); plus (2) the costs of recovering possession of the Premises and all other expenses incurred by Lessor due to Lessee’s default, including, without limitation, reasonable attorney’s fees; plus (3) the unpaid Rent earned as of the date of termination plus any interest and late fees due hereunder, plus other sums of money and damages owing on the date of termination by Lessee to Lessor under this Lease or in connection with the Premises. Notwithstanding the foregoing, the amount as calculated above shall not include consequential, special or punitive damages. The amount as calculated above shall be deemed immediately due and payable. The payment of the amount calculated herein shall not be deemed a penalty but shall merely constitute payment of liquidated damages, it being understood and acknowledged by Lessor and Lessee that actual damages to Lessor are extremely difficult, if not impossible, to ascertain. In determining the aggregate reasonable rental value pursuant to subparagraph (B) above, the parties hereby agree that, at the time Lessor seeks to enforce this remedy, all relevant factors should be considered, including, but not limited to, (a) the length of time remaining in the Term, (b) the then current market conditions in the general area in which the Building is located, (c) the likelihood of reletting the Premises for a period of time equal to the remainder of the Term, (d) the net effective rental rates then being obtained by landlords for similar type space of similar size in similar type buildings in the general area in which the Building is located, (e) the vacancy levels in the general area in which the Building is located, (f) current levels of new construction that will be completed during the remainder of the Term and how this construction will likely affect vacancy rates and rental rates and (g) inflation; or

(c) without terminating this Lease, declare immediately due and payable the sum of the following: (1) the present value (calculated using a commercially reasonable discount rate) of all Rent due and coming due under this Lease for the entire remaining Term (as if by the terms of this Lease they were payable in advance), plus (2) the cost of recovering and reletting the Premises and all other expenses incurred by Lessor in connection with Lessee’s default, plus (3) any unpaid Rent and other rentals, charges, assessments and other sums owing by Lessee to Lessor under this Lease or in connection with the Premises as of the date this provision is invoked by Lessor, plus (4) interest on all such amounts from the date due at the interest rate

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chargeable under Article I hereof, and Lessor may immediately proceed to distrain, collect, or bring action for such sum, or may file a proof of claim in any bankruptcy or insolvency proceedings to enforce payment thereof; provided, however, that such payment shall not be deemed a penalty or liquidated damages, but shall merely constitute payment in advance of all Rent payable hereunder throughout the Term, and provided further, however, that upon Lessor receiving such payment, Lessee shall be entitled to receive from Lessor all rents received by Lessor from other assignees, tenants and subtenants on account of said Premises during the remainder of the Term (provided that the monies to which Lessee shall so become entitled shall in no event exceed the entire amount actually paid by Lessee to Lessor pursuant to this subparagraph (iii)), less all costs, expenses and attorneys’ fees of Lessor incurred but not yet reimbursed by Lessee in connection with recovering and reletting the Premises; or

(d) Without terminating this Lease, in its own name but as agent for Lessee, enter into and upon and take possession of the Premises or any part thereof. Any property remaining in the Premises may be removed and stored in a warehouse or elsewhere at the cost of, and for the account of, Lessee without Lessor being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby unless caused by Lessor’s negligence. Thereafter, Lessor may, but shall not be obligated to, lease to a third party the Premises or any portion thereof as the agent of Lessee upon such terms and conditions as Lessor may deem necessary or desirable in order to relet the Premises. The remainder of any rentals received by Lessor from such reletting, after the payment of any indebtedness due hereunder from Lessee to Lessor, and the payment of any costs and expenses of such reletting, shall be held by Lessor to the extent of and for application in payment of future rent owed by Lessee, if any, as the same may become due and payable hereunder. If such rentals received from such reletting shall at any time or from time to time be less than sufficient to pay to Lessor the entire sums then due from Lessee hereunder, Lessee shall pay any such deficiency to Lessor. Notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to terminate this Lease for any such previous default provided same has not been cured; or

(e) Without terminating this Lease, and with or without notice to Lessee, enter into and upon the Premises and, without being liable for prosecution or any claim for damages therefor, maintain the Premises and repair or replace any damage thereto or do anything or make any payment for which Lessee is responsible hereunder. Lessee shall reimburse Lessor immediately upon demand for any actual expenses which Lessor incurs in thus effecting Lessee’s compliance under this Lease and Lessor shall not be liable to Lessee for any damages with respect thereto; or

(f) Without liability to Lessee or any other party and without constituting a constructive or actual eviction, suspend or discontinue furnishing or rendering to Lessee any property, material, labor, utilities or other service, wherever Lessor is obligated to furnish or render the same so long as an event of default exists, and remains uncured after any applicable cure period, under this Lease; or

(g) With or without terminating this Lease, allow the Premises to remain unoccupied and collect rent from Lessee as it comes due; or

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(h) Pursue such other remedies as are available at law or equity.

(i) If this Lease shall terminate as a result of or while there exists an Event of Default hereunder, any funds of Lessee held by Lessor may be applied by Lessor to any damages payable by Lessee (whether provided for herein or by law) as a result of such termination or default.

Neither the commencement of any action or proceeding, nor the settlement thereof, nor entry of judgment thereon shall bar Lessor from bringing subsequent actions or proceedings from time to time, nor shall the failure to include in any action or proceeding any sum or sums then due be a bar to the maintenance of any subsequent actions or proceedings for the recovery of such sum or sums so omitted. No agreement to accept a surrender of the Premises and no act or omission by Lessor or Lessor’s agents during the Term shall constitute an acceptance or surrender of the Premises unless made in writing and signed by Lessor. No re-entry or taking possession of the Premises by Lessor shall constitute an election by Lessor to terminate this Lease unless a written notice of such intention is given to Lessee. No provision of this Lease shall be deemed to have been waived by either party unless such waiver is in writing and signed by the party making such waiver. Lessor’s acceptance of Rent in full or in part following an Event of Default hereunder shall not be construed as a waiver of such Event of Default. No custom or practice which may grow up between the parties in connection with the terms of this Lease shall be construed to waive or lessen either party’s right to insist upon strict performance of the terms of this Lease, without a written notice thereof to the other party.

Section 3. If, after the commencement of the Term, (a) Lessee shall be adjudicated a bankrupt or adjudged to be insolvent; (b) a receiver or trustee shall be appointed for Lessee’s property and affairs; (c) Lessee shall make an assignment for the benefit of creditors or shall file a petition in bankruptcy or insolvency or for reorganization or debtor’s arrangement or shall make application for the appointment of a receiver, or (d) any execution or attachment shall be issued against Lessee or any of Lessee’s property, whereby the Leased Premises or any building or buildings or any improvements thereon shall be taken or occupied or attempted to be taken or occupied by someone other than Lessee, except as may be herein permitted, and such adjudication, appointment, assignment, petition, application, execution or attachment shall not be set aside, vacated, discharged or bonded within thirty (30) days after the issuance of the same, then an event of default hereunder shall become effective, and Lessor shall have the rights and remedies provided for herein.

Section 4. This Lease is also made upon the express condition that Lessor shall faithfully and punctually perform and observe all the agreements, covenants and conditions set forth herein to be performed by Lessor. If any default shall be made or suffered in the performance or observance of any of the covenants or conditions of this Lease to be performed by Lessor, and if Lessor fails to cure such default within thirty (30) days after notice in writing thereof shall have been given by Lessee to Lessor, or, if such default cannot be corrected within such thirty (30) day period, if Lessor does not commence to correct such default within said thirty (30) day period and thereafter diligently prosecute the correction of same to completion within a reasonable time, Lessee shall have the right, at its election, to pursue any and all remedies available to Lessee at law or equity.

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Section 5. Lessee waives all claims against Lessor under this Lease based on or for the loss of business or profits or other consequential damages or for punitive or special damages of any kind, regardless of the cause, and, except as specifically provided in this Lease, Lessee waives all rights to terminate this Lease. Lessor’s obligations and liability with respect to this Lease shall be limited solely to Lessor’s interest in the Leased Premises, as such interest is constituted from time to time, and neither Lessor, nor any partner or member of Lessor, nor any officer, director, shareholder or employee of Lessor, its partners and/or members, shall have any personal liability whatsoever with respect to this Lease. No owner of the Leased Premises, whether or not named herein, shall have liability hereunder to the extent arising or accruing after it ceases to hold title to the Leased Premises.

ARTICLE XV

Surrender of Premises

Section 1. Upon the end of the Term, Lessee shall quit and surrender the Leased Premises, and all improvements located therein in good condition and repair (depreciation, wear and tear, and damage resulting from a casualty or condemnation excepted). Lessee shall, upon or before the end of the Term, remove from the Leased Premises all its personal property, including by way of illustration the furniture, fixtures, equipment and trade fixtures referred to above which may be removed without material damage to the Leased Premises and repair all damage caused by such removal. All property not so removed shall be deemed abandoned by Lessee.

Section 2. It is understood that all movable furniture, fixtures, equipment and all trade fixtures of every kind, character and description, placed in or upon the Leased Premises or owned by Lessee shall remain the property of Lessee, and may be removed by Lessee at any time.

Section 3. At the expiration or earlier termination of this Lease, Lessor and Lessee shall schedule a walk-through of the Leased Premises to determine whether Lessee has complied with its obligation to surrender the Leased Premises in accordance with Section 1 above.

Section 4. Upon the expiration or the earlier termination of the Lease, Lessor may forthwith re-enter the Leased Premises and repossess itself thereof and remove all persons and effects therefrom, using such reasonable force as may be necessary without being guilty of forcible entry, detainer, trespass or other tort. Lessee’s obligation to observe or perform these covenants shall survive the expiration or other termination of the Term.

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ARTICLE XVI

Holding Over

If Lessee should remain in possession of the Leased Premises after the expiration of the Term, as renewed or extended, and without executing a new lease, then such holding over shall be construed as a tenancy from month to month, subject to all the conditions, provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy, and Rent computed as one hundred and fifty percent (150%) of the Rent hereinabove provided and shall continue and apply to such extended tenancy. In addition to the foregoing, Lessee shall be liable for all damages, direct and consequential, incurred by Lessor as a result of such holdover. No receipt of money by Lessor from Lessee after the termination of this Lease or Lessee’s right of possession of the Leased Premises shall reinstate, continue or extend the Term or Lessee’s right of possession.

ARTICLE XVII

Compliance With Laws

Section 1. Lessee agrees to use the Leased Premises in a manner which shall be in compliance with all applicable laws, rules and regulations, orders and ordinances which relate specifically to, or which are imposed by reason of, its particular use of the Leased Premises, and further agrees not to suffer or permit the Leased Premises to be used for any unlawful purpose, and to protect Lessor and save it and the Leased Premises harmless from any and all fines and penalties that may result from or be due to any infractions of or noncompliance with the said laws, rules, regulations, orders and ordinances.

Section 2. Lessor shall be responsible for compliance with all laws including but not limited to the requirements of the Americans With Disabilities Act (ADA) 1991, as the same are applicable with respect to the Leased Premises as of the Commencement Date.

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ARTICLE XVIII

Notices

Section 1. Any notice herein provided to be given to Lessor shall be given by registered or certified United States mail or nationally recognized overnight courier service, postage prepaid, addressed to Lessor as follows:

If to Lessor:

International Paper Company

Attn: Corporate Real Estate Department

6400 Poplar Avenue

Memphis, TN 38197

with required copy to:

International Paper Company

SRS Cresa Lease Administration LLC

15660 Dallas Parkway, Suite 1200

Dallas, TX 75248-3330

Section 2. Any notice herein provided to be given to Lessee shall be given by registered or certified United States mail or nationally recognized overnight courier service, postage prepaid, and shall be addressed as follows:

If to Lessee:

______

______

______

______

with required copy to:

______

______

______

______

Section 3. Any and all notices given, as above provided, shall be deemed to be given when received by the addressee.

Section 4. Each party shall have the right to specify, in lieu of its above-specified address, any other address in the United States of America by giving to the other party at least fifteen (15) days prior written notice of such change of address sent in accordance with Section 1 or 2 above.

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ARTICLE XIX

Non-Waiver; Rights and Remedies Cumulative

No requirement of this Lease shall be deemed waived or varied, nor shall either party’s acceptance of any payment with knowledge of any default or either party’s failure or delay to take advantage of any default constitute a waiver of such party’s rights hereunder or of any subsequent or continued breach of any requirement of this Lease. All rights and remedies of either party hereunder or in connection with this Lease shall be in addition to, and not in substitution for, any rights or remedies otherwise available to such party.

ARTICLE XX

Successors and Assigns

All covenants, agreements, conditions, limitations, exceptions and undertakings contained in this Lease shall extend to, and inure to the benefit of, and be binding upon, the respective heirs, executors, administrators, legal representatives, and permitted successors and assigns of Lessee and Lessor. The parties hereto further agree that all of the covenants, agreements, conditions, limitations, exceptions and undertakings contained in this Lease shall be binding upon the parties hereto and shall be construed to be covenants running with the land.

ARTICLE XXI

Access to Premises

Lessee shall have access to the Leased Premises 24 hours per day, 7 days per week, 365 days per year.

Lessee agrees that Lessor, its agents, servants or employees, or any person authorized by Lessor, may enter the Leased Premises during usual business hours (i) upon two (2) business days’ prior written notice to inspect the condition of the same and to make such repairs as Lessor may be required or permitted to make under the provisions of this Lease, (i) at any time without prior notice (but Landlord shall use commercially reasonable efforts to provide prior notice if possible), to exhibit the same to prospective purchasers of the Leased Premises, and, (iii) within ninety (90) days prior to the termination of this Lease, or any extensions thereof, to exhibit the Leased Premises to prospective tenants and to place in and upon the premises at such places as Lessor may determine “For Rent” signs or notices; provided, however, that such signs or notices shall not be placed in positions in which they would unreasonably interfere with the continued conduct of Lessee’s business or obstruct Lessee’s own signs as then erected. Nothing herein contained, however, shall be deemed or construed to impose upon Lessor any obligation or liability whatever for care, supervision, repair, improvement, addition, change or alteration of the Leased Premises or the building or improvements thereon other than as expressly provided in this Lease.

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ARTICLE XXII

Assignment and Subletting

Other than as contemplated by the Transaction Agreements (as defined in the Contribution Agreement), Lessee shall have no further right to sublease, assign or in any way transfer its rights under this Lease or its rights with regard to all or any portion of the Leased Premises without the prior written consent of Lessor, not to be unreasonably withheld, conditioned or delayed. For purposes herein and other than as contemplated by the Transaction Agreements (as defined in the Contribution Agreement), any change in control of Lessee resulting from a merger, consolidation, stock transfer or asset sale shall be considered an assignment or transfer which requires Lessor’s prior written consent ( not to be unreasonably withheld, conditioned or delayed)

ARTICLE XXIII

Modification/Construction

No oral statement or written matter bearing date prior to the date hereof shall have any force or effect in connection with the interpretation of this agreement or otherwise. Lessee and Lessor agree that they are not relying on any representations or agreements other than those contained in this Lease. No agreement shall be held as changing or in any manner modifying, adding to, or detracting from, any of the terms or conditions of this Lease unless such agreement shall be in writing and duly executed by the parties hereto. Lessor and Lessee acknowledge that this Lease constitutes their mutual work product and agree that no inferences shall be drawn based upon this Lease being drafted either by Lessor or by Lessee.

ARTICLE XXIV

Signage; Parking

Lessee shall be permitted to erect signs that comply with all applicable zoning laws and regulations now or hereafter in effect contingent to Lessor’s prior written approval of such signage, not to be unreasonably withheld, conditioned or delayed. Lessor shall cooperate with Lessee in obtaining approval from the appropriate state and local authorities to install such signage on behalf of Lessee, located as shown on the site plan attached hereto as Exhibit B. Lessee shall bear all costs associated with obtaining said approvals.

Lessee shall have access on a non-exclusive basis to the parking spaces as identified on Exhibit “B” hereto. [CONFORM PER PROPERTY]

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ARTICLE XXV

Alterations and Additions

Lessee shall not make or allow to be made any alterations, additions or improvements to or of the Premises or any part thereof, which alteration costs in excess of $25,000, without first obtaining the written consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed. Any alteration made to the Leased Premises below the above-referenced threshold amount shall not require Lessor’s prior written consent but shall require written notice from Lessee to Lessor. Any approval by Lessor of, or consent by Lessor to, any plans, specifications or other items to be submitted to and/or reviewed by Lessor pursuant to this Lease shall be deemed to be strictly limited to an acknowledgment of approval or consent by Lessor thereto, and such approval or consent shall not constitute the assumption by Lessor of any responsibility for the accuracy, sufficiency or feasibility of any plans, specifications or other such items and shall not imply any acknowledgment, representation or warranty by Lessor that the design is safe, feasible, structurally sound or will comply with any legal or governmental requirements, with Lessee being responsible for all of the same. Any alterations, physical additions or improvements shall at once become the property of Lessor; provided, however, that within ten (10) business days following Lessee’s request, Lessor shall provide written notice to Lessee (each notice, a “Removal Notice”) whether upon the expiration or earlier termination of the Lease, Lessee shall be required to remove such alteration, addition or improvement (and/or any cabling installed by or on behalf of Lessee) in order to restore the Leased Premises to the condition existing on the Commencement Date; provided, however, that Lessor’s failure to provide Lessee with the Removal Notice within the required time period as set forth herein shall be deemed a waiver by Lessor of its right to require Lessee to remove such alteration, addition or improvement (and/or any cabling installed by or on behalf of Lessee) from the Leased Premises upon the expiration or earlier termination of the Lease. Nothing herein shall be deemed to waive Lessor’s right to require any such alterations, additions or improvements to be removed from the Leased Premises if such alterations, additions or improvements were made by Lessee without Lessor’s consent thereto. All costs of any such alterations, additions or improvements shall be borne by Lessee including any reasonable third-party construction management fees incurred by Lessor in connection therewith. All alterations, additions or improvements must be made in a good, workmanlike manner and in a manner that does not disturb other occupants (i.e., any loud work must be performed during non-business hours) and Lessee must maintain appropriate liability and builder’s risk insurance throughout the construction. Lessee does hereby indemnify and hold Lessor harmless from and against all claims for damages or death of persons or damage or destruction of property arising out of the performance of any such alterations, additions or improvements made by or on behalf of Lessee, except to the extent that such claims result from the negligence or wilful misconduct of Lessor or its agents.

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ARTICLE XXVI

Subordination and Acknowledgements; Estoppels

Section 1. At the option of the Lessor or the applicable mortgagee, chargee or trustee (as the case may be), this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of trust (and instruments supplemental thereto), which may now affect the Leased Premises. Lessee acknowledges and agrees that any such mortgagee, chargee or trustee may unilaterally postpone and subordinate its mortgage, charge or deed of trust to this Lease and any renewals, modifications, consolidations, replacements or extensions thereof to the intent that this Lease and all right, title and interest of Lessee in the Leased Premises shall be prior to the rights of such mortgagee, chargee or trustee as fully as if such Lease had been executed and registered before the registration of the mortgage, charge or deed of trust, as applicable. On request at any time and from time to time of Lessor or of the mortgagee, chargee or trustee under any such mortgage, charge or deed of trust, Lessee shall promptly, at no cost to the Lessor or mortgagee, chargee or trustee:

(a) attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on the terms herein contained; and/or

(b) subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all right, title and interest of Lessee in the Leased Premises shall be subject to the rights of such mortgagee, chargee or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent of such mortgagee, or trustee, express or implied, to the making of this Lease).

Section 2. Lessee shall, within not more than ten (10) business days’ written request therefor, execute and return to Lessor or its mortgagee as required by Lessor from time to time and without cost to Lessor or such mortgagee, a statement in writing certifying that this Lease is unmodified and in full force and effect (or if modified, stating the modifications and that the Lease is in full force and effect as modified), the amount of the annual Rent then being paid hereunder, the dates to which the same, by instalment or otherwise, and other charges hereunder have been paid, whether or not, to the best of Lessee’s knowledge, there is any existing default on the part of Lessor of which Lessee has notice, and any other information reasonably required.

Section 3. At any time and from time to time either party, upon request of the other party, will execute, acknowledge and deliver an instrument, stating, if the same be true, that this Lease, a copy of which will be attached to the instrument, is a true and exact copy of the Lease between the parties hereto, that there are no amendments hereof (or stating what amendments there may be), that the Lease is then in full force and effect and that, to the best of its knowledge, there are no offsets, defenses or counterclaims with respect to the payment of Rent reserved hereunder or in the performance of the other terms, covenants and conditions hereof on the part of Lessee or Lessor, as the case may be, to be performed, and that as of such date no default has been declared hereunder by either party or, if facts constituting a default are known, specifying the same. Such instrument will be executed by the other party and delivered to the requesting party within fifteen (15) days of receipt.

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ARTICLE XXVII

Environmental

(a) Lessee represents, warrants and covenants to Lessor that it and its agents, servants, employees, contractors and anyone acting on its behalf will not use, store, generate or dispose of “Hazardous Materials” (as hereinafter defined) in, on, under or about the Leased Premises, except as done so in connection with the ordinary course of Lessee’s lawful business operations and in compliance with all applicable laws and regulations regarding the use of such Hazardous Materials. Lessee shall give Lessor prompt notice of the existence or discovery of the presence of Hazardous Materials in, on or about the Leased Premises, if unrelated to the ordinary course of Lessee’s business operations, or contamination of the Leased Premises with Hazardous Materials. In the event that Lessee or any of its agents, servants, employees, contractors or anyone acting on its behalf is responsible for the presence of Hazardous Materials at, on, in our under the Leased Premises, Lessee shall indemnify, defend and hold Lessor harmless from and against any and all damages, claims, injuries, cost and liability arising therefrom or related thereto, including all costs of clean-up. Such clean-up and disposal of such Hazardous Materials by Lessee, including required air monitoring and documentation, shall be performed by Lessee at its sole cost and expense and shall be performed in accordance with all applicable laws, rules, regulations and ordinances. Lessor shall have the right, but not the obligation, to review and monitor any such clean-up and disposal by Lessee. Within forty-five (45) days following the clean-up of any Hazardous Materials for which Lessee is responsible in accordance with the requirements set forth herein, Lessee shall furnish to Lessor Hazardous Materials manifests and records which document transport and disposal of such material.

(b) Notwithstanding the foregoing, in no event shall Lessee have any responsibility or liability to Lessor for the presence or Hazardous Materials caused by Lessor, its agents, servants, employees, or contractors, and Lessor shall be solely responsible for any such contamination.

(c) Lessee shall notify Lessor and provide to Lessor a copy or copies of the following environmental entitlement or inquiries related to the Leased Premises which are received or filed by Lessee: notices of violation, notices to comply, citations, inquiries and reports filed pursuant to self-reporting requirements. In the event of a release of any Hazardous Materials into the environment, Lessee shall furnish to Lessor a copy of any documents not privileged or confidential relating to the Leased Premises.

(d) Lessor shall have access to the Leased Premises during normal business hours and upon two (2) business day’s prior notice to Lessee in order to conduct inspections and tests of Hazardous Materials or suspected Hazardous Materials in, on, under or about the Leased Premises.

(e) If Lessee shall breach any representation, warranty or covenant or shall fail to take any action required hereunder within the time permitted, Lessor, without being under any obligation to do so and without waiving any default or its rights hereunder, may take such action

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and/or remedy such other default for the account of Lessee, and may enter the Leased Premises for such purpose, and Lessee shall thereupon be obligated, and hereby agrees, to pay Lessor upon demand all costs, expenses, and disbursements incurred in taking such remedial action.

(f) As used herein, the term “Hazardous Material(s)” means any chemical, substance or material or combination thereof, which (i) is defined as a hazardous substance, hazardous material, hazardous waste, pollutant, toxic material, or contaminant under any Environmental Law (as defined below), (ii) is a petroleum hydrocarbon, including crude oil or any fraction thereof, (iii) is hazardous to human health or safety or the environment due to its toxicity, corrosivity, flammability, explosivity, infectiousness, radioactivity, carcinogenicity or reproductive toxicity, or (iv) is regulated pursuant to any Environmental Law.

(g) As used herein, the term “Environmental Law” shall include local, state and federal laws, judgments, ordinance, rules, regulations, codes and other governmental restrictions.

[(h) Within thirty (30) days after the termination of this Lease, Lessor, its agents, employees or consultants may conduct an environmental inspection of the Leased Premises. In the event the inspection shall reveal a breach of Lessee’s representations or obligations hereunder, then (i) Lessor shall be entitled to remedies as set forth herein and (ii) the cost of the environmental inspection shall be at the sole cost and expense of Lessee.]²

(i) The provisions of this Article XXVII shall survive the expiration or other termination of the Lease Term.

ARTICLE XXVIII

Lessee Financing

Lessor hereby waives any contractual, statutory or other Lessor’s lien on Lessee’s property or on the Lessee’s interest created by this Lease. In no event shall Lessee grant or assign any mortgage or other security interest in Lessee’s interest in this Lease.

ARTICLE XXIX

Broker

Lessor and Lessee warrant that no broker was involved in this Lease or the transactions contemplated hereby. Each party agrees to indemnify the other party from claims for real estate commissions or fees arising out of any acts or negotiations of the indemnifying party with any broker, realtor or finder.

²  Only applicable to non-office sites.

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ARTICLE XXX

Confidentiality

Each party agrees to treat all information contained in the Lease (including the name of the other party) as strictly confidential and shall not disclose any information about the Lease or the other party to anyone not an agent of said party, and if then only on a “need to know” basis and with the requirement that said agent treat the Lease and the terms hereof as strictly confidential. Neither party shall make any marketing or press release regarding the Lease without the prior written consent of the other party, which consent may be withheld in said party’s sole and absolute discretion. Notwithstanding anything herein to the contrary, either party may disclose information regarding the Lease under proper authority of court.

ARTICLE XXXI

Public Recordation of Lease

Each party agrees that neither party shall have the right to record and/or cause or permit this Lease, or any memorandum of this Lease, to be recorded publicly without prior written consent of the other party.

ARTICLE XXXII

Miscellaneous

Section 1. This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 2. In the event that either party brings a legal proceeding to enforce the provisions of this Lease, the party prevailing in any such proceeding shall be entitled to recover from the non-prevailing party all costs, expenses and charges, including reasonable attorneys’ fees, incurred in addition to such other damages occasioned by the breach of this Lease.

Section 3. Lessor represents to Lessee that Lessor has full corporate power and authority to execute and deliver this Lease and that Lessor has obtained all necessary consents required for the execution and delivery of this Lease. Lessee represents to Lessor that Lessee has full corporate power and authority to execute and deliver this Lease and that Lessee has obtained all necessary consents required for the execution and delivery of this Lease.

Section 4. This Lease shall be governed by the laws of the State in which the Leased Premises are located. Time shall be of the essence with regard to the obligations under this Lease. This Lease and the Contribution Agreement supersedes all prior discussions and agreements with respect to the Leased Premises between the parties and incorporates their entire

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agreement. Any term used in this Lease that begins with initial capital letters and is not defined herein shall have the same meaning attributable to that term in the Contribution Agreement. Nothing in this Lease shall be deemed to supersede, enlarge or modify any of the provisions of the Contribution Agreement, all of which shall survive the execution and delivery of this Lease as provided in, and subject to the limitations set forth in, the Contribution Agreement. If any conflict exists between the terms of this Lease and the terms of the Contribution Agreement, the terms of the Contribution Agreement shall govern and control.

[The remainder of this page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the day and year first above written.

LESSOR:

INTERNATIONAL PAPER COMPANY

By:

Name:

Title:

LESSEE:

[SPINCO], a Delaware corporation

By:

Name:

Title:

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EXHIBIT A

DESCRIPTION OF LEASED PREMISES

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EXHIBIT B

SITE PLAN

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Exhibit B

Form of Spinco Certificate of Incorporation

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

xpedx Holding Company

FIRST. Name. The name of the corporation is xpedx Holding Company (the “Corporation”).

SECOND. Registered Office and Agent. The Corporation’s registered office in the State of Delaware is at [Address], in the City of [City], County of [County], [Zip Code]. The name of its registered agent at such address is [            ].

THIRD. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”).

FOURTH. Perpetual Existence. The Corporation is to have perpetual existence.

FIFTH. Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is [            ], consisting of (x) [            ] shares of common stock, par value $[0.01] per share (the “Common Stock”), and (y) [            ] shares of preferred stock, par value $[0.01] per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.

(a) Common Stock. Except as otherwise provided (i) by the DGCL, (ii) by Section (b) of this Article FIFTH or (iii) by resolutions, if any, of the Board of Directors of the Corporation (the “Board of Directors”) fixing the powers, designations, preferences and the relative, participating, optional or other rights of the Preferred Stock, or the qualifications, limitations or restrictions thereof, the entire voting power of the shares of the Corporation for the election of directors and for all other purposes shall be vested exclusively in the Common Stock. Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record by such holder upon all matters to be voted on by the holders of the Common Stock; provided, however, that, except as otherwise required by law or by the terms of any series of Preferred Stock, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL. Each holder of Common Stock shall be entitled to participate equally in all dividends payable with respect to the Common Stock and to share equally, subject to any rights and preferences of the Preferred Stock (as fixed by resolutions, if any, of the Board of Directors), in the assets of the Corporation available for distribution, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, or upon any distribution of the assets of the Corporation.

(b) Preferred Stock. Subject to the provisions of this Amended and Restated Certificate of Incorporation, the Board of Directors is authorized to provide for the issuance of shares of Preferred Stock in one or more series and to fix from time to time by resolution or resolutions the number of shares of any series of Preferred Stock, and to determine the designation, voting powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of any such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(i) The number of shares constituting that series which the Board may thereafter (except where otherwise provided in the resolution or resolutions) increase or decrease (but not below the number of shares then outstanding) and the designation of that series;

(ii) The dividend rate or rates on the shares of that series, if any, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(iii) Whether the holders of that series shall have voting rights, in addition to the voting rights provided by applicable law, and, if so, the terms of such voting rights;

(iv) Whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

(v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in the event of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(vii) The rights of the shares of that series in the event of voluntary or involuntary liquidation, distribution of assets, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(viii) Any other relative rights, powers and preferences, and the qualifications, limitations and restrictions thereof, of that series.

SIXTH. Board of Directors. The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its Board of Directors and stockholders:

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(a) Number of Directors. The number of directors initially shall be 9. Subject to the special rights of the holders of any class or series of stock to elect directors, the precise number of directors shall be fixed exclusively pursuant to a resolution adopted by the Board of Directors.

(b) Election; Term of Office; Vacancies and Newly Created Directorships. Except as otherwise provided by applicable law, the Board of Directors shall be elected at the annual meeting of stockholders to serve one-year terms until successors shall have been duly elected and shall have qualified.

Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director so chosen shall hold office until the next annual meeting and until his successor shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article FIFTH hereof, any director, or the entire Board of Directors, may be removed from office at any time, but only (i) for cause by an affirmative vote of the holders of at least a majority of the Voting Stock or (ii) at any special meeting of the stockholders called by the Board of Directors or by the chairman of the Board of Directors for this purpose.

During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article FIFTH hereof, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

(c) Corporate Power and Authority. All corporate powers and authority of the Corporation (except as at the time otherwise provided by applicable law, by this Amended and Restated Certificate of Incorporation or by the bylaws of the Corporation) shall be vested in and exercised by the Board of Directors.

(d) Election. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

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SEVENTH. Indemnification.

(a) Limitation of Liability.

(i) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation rights than permitted prior thereto), a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty as a director.

(ii) Any repeal or modification of subparagraph (i) of this Section (a) of Article SEVENTH shall not adversely affect any right or protection of a director existing hereunder with respect to any act or omission occurring at or prior to the time of such repeal or modification.

(b) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was or has agreed to become a director or an officer of the Corporation or, while serving as a director or officer, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged to have been taken or omitted in an official capacity as a director or officer, or in any other capacity while serving or having agreed to serve as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section (d) of this Article SEVENTH with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

(c) Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section (b) of this Article SEVENTH, an indemnitee shall to the fullest extent not prohibited by the DGCL have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section (c) of Article SEVENTH or otherwise.

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(d) Procedure for Indemnification. Any claim for indemnification or advancement of expenses (including attorneys’ fees, costs and charges) under Sections (b) and (c) of this Article SEVENTH shall be made promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the undertaking contemplated by Section (c) of this Article SEVENTH, if required, has been delivered to the Corporation), upon the written request of the indemnitee. If any claim for indemnification is not paid in full within 45 days or any claim for advancement of expenses is not paid in full within 20 days, the indemnitee shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of the claim in the Court of Chancery (as defined in Section (m) of this Article SEVENTH). Such indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any action by an indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section (c) of this Article SEVENTH, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct.

(e) Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, association or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

(f) Service for Subsidiaries. Any director or officer serving, or who has served, as a director, officer, trustee or employee of another corporation or of a partnership, joint venture, limited liability company, trust, association or other enterprise, at least 50% of whose equity interests or assets are owned, directly or indirectly, by the Corporation (a “subsidiary” for this Article SEVENTH) shall be conclusively presumed to be, or to have been, serving in such capacity at the request of the Corporation.

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(g) Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advancement of expenses and other rights contained in this Article SEVENTH in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

(h) Nature of Rights. The rights conferred upon indemnitees in this Article SEVENTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article SEVENTH that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

(i) Other Rights; Continuation of Right to Indemnification. The provisions of this Article SEVENTH shall be in addition to and not in limitation of any other rights, indemnities, or limitations of liability to which any director or officer may now or in the future be entitled, as a matter of law or under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification under this Article SEVENTH shall be deemed to be a contract between the Corporation and each person entitled to indemnification under Section (b) of this Article SEVENTH at any time while this Article SEVENTH is in effect. Any repeal or modification of this Article SEVENTH or any repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such person entitled to indemnification under Section (b) of this Article SEVENTH or the obligations of the Corporation arising hereunder with respect to any actual or threatened action, suit or proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

(j) Savings Clause. If this Article SEVENTH or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification under this Article SEVENTH as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification or advancement of expenses is available to such person pursuant to this Article SEVENTH to the fullest extent permitted by any applicable portion of this Article SEVENTH that shall not have been invalidated.

(k) Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article SEVENTH with respect to the indemnification and advancement of expenses and of the Corporation.

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(l) Definition. For purposes of this Article SEVENTH, references to the “Corporation” shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, including without limitation, prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption of this Certificate of Incorporation and which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article SEVENTH with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(m) The Court of Chancery of the State of Delaware (the “Court of Chancery”) shall have exclusive jurisdiction to hear and determine all actions for indemnification or advancement of expenses brought with respect to this Article SEVENTH, and the Court of Chancery may summarily determine the Corporation’s obligation to advance expenses (including attorneys’ fees) under this Article SEVENTH.

EIGHTH. Meetings of Stockholders.

(a) Action by Written Consent. Any action which may be taken at any meeting of stockholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is (i) initiated by holders of no less than twenty percent (20%) of the total votes entitled to be cast by the holders of all the outstanding capital stock of the Corporation entitled to vote generally in an election of directors (the “Voting Stock”), (ii) signed by the holders having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares of the Corporation’s stock entitled to vote thereon were present and voted and (iii) delivered to the Corporation to its registered office in the State of Delaware, the Corporation’s principal place of business or the secretary of the Corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation by delivery to the Corporation’s registered office in the State of Delaware, the Corporation’s principal place of business or the secretary of the Corporation. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders were delivered to the Corporation as provided for in this Article EIGHTH.

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(b) Special Meetings of Stockholders. Subject to the special rights of the holders of any series of Preferred Stock and to the requirements of applicable law, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by (i) the chairman of the Board of Directors, (ii) the Board of Directors pursuant to a resolution of the Board of Directors adopted by a majority of the total number of directors then in office or (iii) the holders of no less than twenty percent (20%) of the Voting Stock, and may not be called by any other person, persons or entity. Except as otherwise required by law, the business conducted at a special meeting of stockholders of the Corporation shall be limited exclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice. Any special meeting of the stockholders shall be held either within or without the State of Delaware, at such place, if any, and on such date and time, as shall be specified in the notice of such special meeting.

NINTH. Business Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision) and except as may be otherwise expressly agreed in writing by the Corporation and any of UWW Holdings, LLC, Bain Capital Fund VII, L.P. and their respective affiliates (each, an “Investor” and together, the “Investors”), the Corporation, on behalf of itself and its subsidiaries, renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, directly or indirectly, any potential transactions, matters or business opportunities (including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Corporation or any of its subsidiaries) that are from time to time presented to any of the Investors or any of their respective officers, directors, members, partners or employees (each, an “Investor Party” and together, the “Investor Parties”), even if the transaction, matter or opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and, to the fullest extent permitted by law, no such Investor Party shall be liable to the Corporation or any of its subsidiaries or Affiliates for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues, acquires or participates in such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries, in each case provided that such business opportunity was not presented or offered to the Investor or an Investor Party initially in its, his or her capacity as a director, officer, employee or agent of the Corporation. Any person or entity purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article NINTH. Neither the alteration, amendment or repeal of this Article NINTH, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article NINTH, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate or reduce the effect of this Article NINTH in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article NINTH, would accrue or arise, prior to such alteration, amendment, repeal, adoption or modification. If any provision or provisions of this Article NINTH shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other

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circumstance and of the remaining provisions of this Article NINTH (including, without limitation, each portion of any paragraph of this Article NINTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Article NINTH (including, without limitation, each such portion of any paragraph of this Article NINTH containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law. This Article NINTH shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation or applicable law.

TENTH. Interested Stockholder Transactions.

(a) Section 203 of the DGCL. The Corporation elects not to be governed by Section 203 of the DGCL, “Business Combinations With Interested Stockholders”, as permitted under and pursuant to subsection (b)(3) of Section 203 of the DGCL.

(b) Interested Stockholder Transactions. Notwithstanding any other provision in this Amended and Restated Certificate of Incorporation to the contrary, the Corporation shall not engage in any Business Combination (as defined hereinafter) with any Interested Stockholder (as defined hereinafter) for a period of three (3) years following the time that such stockholder became an Interested Stockholder, unless:

(i) prior to such time the Board of Directors approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder; or

(ii) upon consummation of the transaction which results in such stockholder becoming an Interested Stockholder, such stockholder owned at least eighty-five percent (85%) of the Voting Stock of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the Voting Stock outstanding (but not the outstanding Voting Stock owned by such Interested Stockholder) those shares owned (i) by Persons (as defined hereinafter) who are directors and also officers of the Corporation and (ii) employee stock plans of the Corporation in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

(iii) at or subsequent to such time as the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding Voting Stock which is not owned by such Interested Stockholder.

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(c) Exceptions to Prohibition on Interested Stockholder Transactions. The restrictions contained in this ARTICLE TENTH shall not apply if:

(i) a stockholder becomes an Interested Stockholder inadvertently and (A) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an Interested Stockholder; and (B) would not, at any time within the three (3) year period immediately prior to a Business Combination between the Corporation and such stockholder, have been an Interested Stockholder but for the inadvertent acquisition of ownership.

(ii) the Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (A) constitutes one (1) of the transactions described in the second sentence of this Section (c)(ii) of ARTICLE TENTH; (B) is with or by a Person who either was not an Interested Stockholder during the previous three (3) years or who became an Interested Stockholder with the approval of the Board of Directors; and (C) is approved or not opposed by a majority of the directors then in office (but not less than one (1)) who were directors prior to any Person becoming an Interested Stockholder during the previous three (3) years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant to Section 251(f) of the DGCL, no vote of the stockholders of the Corporation is required); (y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly-owned subsidiary or to the Corporation) having an aggregate market value equal to fifty percent (50%) or more of either the aggregate market value of all of the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock (as defined hereinafter) of the Corporation; or (z) a proposed tender or exchange offer for fifty percent (50%) or more of the outstanding Voting Stock of the Corporation. The Corporation shall give not less than 20 days’ notice to all Interested Stockholder prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this Section (c)(ii) of ARTICLE TENTH.

(d) Definitions. As used in this ARTICLE TENTH only, and unless otherwise provided by the express terms of this ARTICLE TENTH, the following items shall have the meanings ascribed to them as set forth in this ARTICLE TENTH.

(i) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person;

(ii) “Associate,” when used to indicate a relationship with any Person, means: (A) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the owner of twenty percent (20%) or more of any class of Voting Stock; (B) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (C) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person;

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(iii) “Business Combination” means:

(A) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with (I) an Interested Stockholder, or (II) with any Person if the merger or consolidation is caused by an Interested Stockholder and as a result of such merger or consolidation Section (c) of ARTICLE TENTH is not applicable to the surviving entity;

(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with an Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding Stock of the Corporation;

(C) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any Stock of the Corporation or of such subsidiary to an Interested Stockholder, except: (I) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that such Interested Stockholder became such; (II) pursuant to a merger under Section 251(g) or Section 253 of the DGCL; (III) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into Stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of Stock of the Corporation subsequent to the time an Interested Stockholder became such; (IV) pursuant to an exchange offer by the Corporation to purchase Stock made on the same terms to all holders of such Stock; or (V) any issuance or transfer of Stock by the Corporation; provided, however, that in no case under items (III)-(V) of this Section (d)(iii)(C) of ARTICLE TENTH shall there be a related increase in an Interested Stockholder’s proportionate share of the Stock of any class or series of the Corporation or of the Voting Stock of the Corporation;

(D) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the Stock of any class or series, or securities convertible into the Stock of any class or series, of the Corporation or of any such subsidiary which is owned by an Interested Stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of Stock not caused, directly or indirectly, by the Interested Stockholder; or

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(E) any receipt by an Interested Stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in Sections (d)(iii)(A)-(D) of ARTICLE TENTH) provided by or through the Corporation or any direct or indirect majority-owned subsidiary of the Corporation;

(iv) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Corporation, whether through the ownership of Voting Stock, by contract or otherwise. A Person who is the owner of twenty percent (20%) or more of the outstanding Voting Stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds Voting Stock, in good faith and not for the purpose of circumventing this Article TENTH, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity;

(v) “Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (A) is the owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation, or (B) is an Affiliate or Associate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person. Notwithstanding anything in this ARTICLE TENTH to the contrary, the term “Interested Stockholder” shall not include: (x) Bain Capital Fund VII, L.P., Georgia-Pacific LLC or any of their respective Affiliates or Associates, including any investment funds managed by the investment advisor to Bain Capital Fund VII, L.P., or any other Person with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of Stock of the Corporation, so long as a majority of the Voting Stock owned by all Persons in such group, before and after giving effect to any Business Combination involving such group, is owned by one or more of the foregoing; or (y) any Person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the result of action taken solely by the Corporation, provided, that for purposes of this clause (y), such Person shall be an Interested Stockholder if thereafter such Person acquires additional shares of Voting Stock of the Corporation, except as a result of further action by the Corporation not caused, directly or indirectly, by such Person;

(vi) “Person” means any individual, corporation, partnership, limited liability company, unincorporated association or other entity; and

(vii) “Stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

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ELEVENTH. Amendments to the Amended and Restated Certificate of Incorporation and Bylaws.

(a) Amendment of Amended and Restated Certificate of Incorporation. The Corporation reserves the right at any time, and from time to time, to amend, alter or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by the DGCL, and all rights herein conferred upon stockholders or directors are granted subject to this reservation; provided, however, that any amendment, alteration or repeal of Article SEVENTH, shall not adversely affect any right or protection existing under this Amended and Restated Certificate of Incorporation immediately prior to such amendment, alteration or repeal, including any right or protection of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH this Article ELEVENTH and Article TWELFTH may be altered, amended or repealed in any respect (including by merger, consolidation or otherwise), nor may any provision or bylaw inconsistent therewith be adopted, unless in addition to any other vote required by this Amended and Restated Certificate of Incorporation or otherwise required by law, such amendment, alteration or repeal is approved by the affirmative vote of the holders of at least a majority of the outstanding Voting Stock.

(b) Adoption, Amendment and Repeal of the Bylaws. The Board of Directors is expressly authorized to amend, alter or repeal the bylaws of the Corporation. Any amendment, alteration or repeal of the bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Board of Directors then in office. In addition to any other vote otherwise required by applicable law, the stockholders of the Corporation may amend, alter or repeal the bylaws of the Corporation, provided, that any such action shall require the affirmative vote of the holders of at least a majority of the outstanding Common Stock.

TWELFTH. Exclusive Jurisdiction for Certain Actions. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation or any director, officer, employee or agent of the Corporation arising pursuant to any provision of the DGCL or the Corporation’s Amended and Restated Certificate of Incorporation or bylaws (as either may be amended from time to time) or (d) any action asserting a claim against the Corporation governed by the internal affairs doctrine, except, as to each of (a) through (d) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TWELFTH.

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Exhibit C

Form of Spinco Bylaws

XPEDX HOLDING COMPANY

AMENDED AND RESTATED BYLAWS

As amended and restated effective [            ], 201[     ]

ARTICLE I

STOCKHOLDERS

Section 1.01. Annual Meetings. The annual meeting of the stockholders of xpedx Holding Company (the “Corporation”) for the election of directors (each, a “Director”) and for the transaction of such other business as properly may come before such meeting shall be held each year, either within or without the State of Delaware, at such place, if any, and on such date and at such time, as may be fixed from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”) and set forth in the notice or waiver of notice of meeting. The Board of Directors may postpone, adjourn, recess, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 1.02. Special Meetings. Special meetings of the stockholders of the Corporation may be called only in the manner set forth in the amended and restated certificate of incorporation of the Corporation (the “Certificate of Incorporation”). Notice of every special meeting of the stockholders of the Corporation shall state the purpose or purposes of such meeting. Except as otherwise required by applicable law, the business conducted at a special meeting of stockholders of the Corporation shall be limited exclusively to the business set forth in the Corporation’s notice of meeting, and the individual or group calling such meeting shall have exclusive authority to determine the business included in such notice. Any special meeting of the stockholders shall be held either within or without the State of Delaware, at such place, if any, and on such date and time, as shall be specified in the notice of such special meeting.

Section 1.03. Participation in Meetings by Remote Communication. The Board of Directors, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

Section 1.04. Notice of Meetings; Waiver.

(a) Unless otherwise required by law, the Secretary or any Assistant Secretary shall cause notice of each meeting of stockholders to be given in a manner permitted by the DGCL not less than 10 nor more than 60 days prior to the meeting, to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCL. The notice shall specify (i) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date of stockholders entitled to notice of the meeting), (ii) the place, if any, date and time of such meeting of the stockholders, (iii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called and (v) such other information as may be required by applicable law or as may be deemed appropriate by the Board of Directors, the Chief Executive Officer or the Secretary of the Corporation. If the stockholder list referred to in Section 1.07 of these Bylaws is made accessible on an electronic network, the notice of meeting shall indicate how the stockholder list can be accessed. If a stockholder meeting is to be held solely by means of electronic communications, the notice of such meeting must provide the information required to access such stockholder list.

(b) A written waiver of notice of meeting signed by a stockholder, or a waiver by electronic transmission by a stockholder, whether given before or after the meeting, is deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice. The attendance of any stockholder at a meeting of stockholders is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 1.05. Quorum. Except as otherwise required by law, by the Certificate of Incorporation or these Bylaws, the presence in person or by proxy of the holders of record of one-third of the voting power of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting; provided, however, that where a separate vote by a class or series is required, the holders of a majority in voting power of all issued and outstanding stock of such class or series entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.08 of these Bylaws until a quorum shall attend.

Section 1.06. Voting. Except as otherwise provided in the Certificate of Incorporation or by law, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each such share outstanding in his or her name on the books of the Corporation at the close of business on the record date for such vote. If no record date has been fixed for a meeting of stockholders, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to 1 vote (unless otherwise provided by the Certificate of Incorporation or by applicable law) for each such share of stock outstanding in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law, the Certificate of Incorporation, these Bylaws, the rules and regulations of any stock exchange

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applicable to the Corporation or pursuant to any other rule or regulation applicable to the Corporation or its securities, the vote of the holders of a majority in voting power of the shares of stock entitled to vote at a meeting of stockholders on the subject matter in question represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting. The stockholders do not have a right to cumulate their votes for the election of directors.

Section 1.07. Voting Lists. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare, at least 10 days before every meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. This list, which may be in any format including electronic format, shall be open to the examination of any stockholder prior to and during the meeting for any purpose germane to the meeting in the manner required by the DGCL and other applicable law. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

Section 1.08. Adjournment. Any meeting of stockholders may be adjourned from time to time, by the presiding person of the meeting or by the vote of a majority in voting power of the shares of stock present in person or represented by proxy at the meeting, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these Bylaws shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.09. Proxies. Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering a revocation of the proxy or a new proxy bearing a later date with the Secretary.

Section 1.10. Organization; Procedure; Inspection of Elections.

(a) At every meeting of stockholders the presiding person shall be the Chairman of the Board or, in the event of his or her absence or disability, the Chief Executive Officer or, in the event of his or her absence or disability, a presiding person chosen by resolution of the Board

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of Directors or in the absence of such designation, by a presiding person chosen at the meeting. The Secretary, or in the event of his or her absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding person, shall act as secretary of the meeting. The Board of Directors may adopt by resolution such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any such rules and regulations, the presiding person of any meeting shall have the right and authority to convene and to recess and/or adjourn the meeting, to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding person are appropriate for the proper conduct of such meetings. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders or records of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(b) Preceding any meeting of the stockholders, the Board of Directors may, and when required by law shall, appoint one or more persons to act as inspectors of elections, and may designate one or more alternate inspectors. If no inspector or alternate so appointed by the Board of Directors is able to act, or if no inspector or alternate has been appointed and the appointment of an inspector is required by law, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. No Director or nominee for the office of Director shall be appointed as an inspector of elections. Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall discharge their duties in accordance with the requirements of applicable law.

Section 1.11. Stockholder Action by Written Consent. Except as otherwise provided in the Certificate of Incorporation, stockholders may not take any action by written consent in lieu of action at an annual or special meeting of stockholders.

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Section 1.12. Notice of Stockholder Proposals and Nominations.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or a Committee appointed by the Board for such purpose or (C) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this Section 1.12(a) and who is a stockholder of record at the time such notice is delivered and at the date of the meeting. For the avoidance of doubt, the foregoing clause (C) shall be the exclusive means for a stockholder to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14(a)-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)) at an annual meeting of stockholders.

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to subclause (C) of Section 1.12(a)(i) of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than nominations must constitute a proper matter for stockholder action under the DGCL. To be timely, a stockholder’s notice shall be received by the Secretary of the Corporation at the principal executive offices of the Corporation not later than 90 days nor earlier than 120 days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, that if the date of the annual meeting is advanced by more than 30 days or delayed by more than 70 days from such anniversary date of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so received not earlier than 120 days prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10^th day following the day on which public announcement of the date of such meeting is first made by the Corporation. Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting (including the text of any resolution proposed for consideration and if such business includes proposed amendments to the Bylaws, the text of the proposed amendments), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of any beneficial owner on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and any beneficial owner, if any, on whose behalf the nomination or proposal is made (I) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (II) the class or series and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (III) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination and (IV) a representation whether the

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stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such proposal or nomination. Notice of a stockholder nomination or proposal shall also set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (A) a description of any agreement, arrangement or understanding between or among such stockholder and any such beneficial owner, any of their respective affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such nomination or other business; (B) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or any such beneficial owner or any such nominee with respect to the Corporation’s securities (a “Derivative Instrument”); (C) to the extent not disclosed pursuant to the immediately preceding clause (B), the principal amount of any indebtedness of the Corporation or any of its subsidiaries beneficially owned by such stockholder or by any such beneficial owner, together with the title of the instrument under which such indebtedness was issued and a description of any Derivative Instrument entered into by or on behalf of such stockholder or such beneficial owner relating to the value or payment of any indebtedness of the Corporation or any such subsidiary; and (D) any other information relating to such stockholder and any such beneficial owner required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Corporation. In addition, a stockholder seeking to bring an item of business before the annual meeting shall promptly provide any other information reasonably requested by the Corporation.

(iii) Notwithstanding anything in the second sentence of Section 1.12(a)(ii) of these Bylaws to the contrary, in the event that the number of Directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice under this Section 1.12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10^th day following the day on which such public announcement is first made by the Corporation.

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(b) Special Meetings of Stockholders. Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting shall be conducted at such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or a Committee appointed by the Board for such purpose or (ii) provided that the Board of Directors has determined that the Directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.12(b) and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more Directors of the Corporation, any stockholder entitled to vote at such meeting may nominate a person or persons, as the case may be, for election to such position(s) as specified by the Corporation, if the stockholder’s notice as required by Section 1.12(a)(ii) of these Bylaws shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the 120 days prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(c) General.

(i) Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the presiding person of a meeting of stockholders shall have the power and duty (A) to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.12 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(ii)(C)(4) of this Section 1.12), and (B) if any proposed nomination or business is not in compliance with this Section 1.12, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.

(ii) Notwithstanding the foregoing provisions of this Section 1.12, if the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 1.12 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and/or the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 1.12, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

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(iii) For purposes of this Section 1.12, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(iv) Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.12. Nothing in this Section 1.12 shall be deemed to affect any rights of (A) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) the holders of any series of preferred stock to elect Directors pursuant to any applicable provisions of the Certificate of Incorporation or of the relevant preferred stock certificate of designation.

(v) The announcement of an adjournment or postponement of an annual or special meeting does not commence a new time period (and does not extend any time period) for the giving of notice of a stockholder nomination or a stockholder proposal as described above.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may otherwise be provided by applicable law, by the Certificate of Incorporation or by these Bylaws, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers and authority of the Corporation.

Section 2.02. Election of Directors. At each annual meeting of the stockholders, the successors of the Directors whose terms expire at that meeting shall be elected.

Section 2.03. Annual and Regular Meetings: Notice.

(a) The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders either (i) at the place of such annual meeting of the stockholders, in which event notice of such annual meeting of the Board of Directors need not be given or (ii) at such other time and place as shall have been specified in advance notice given to members of the Board of Directors of the date, place and time of such meeting. Any such notice shall be given at least 24 hours in advance if provided to each Director by facsimile, by telephone or by electronic transmission, or delivered to him or her personally, or at least 5 days in advance, if notice is mailed to each Director, addressed to him or her at his or her usual place of business or other designated address. Any

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such notice need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice (including by Approved Electronic Transmission), whether before or after such meeting.

(b) The Board of Directors from time to time may by resolution provide for the holding of regular meetings. Regular meetings of the Board of Directors shall be held at the place (if any), on the date and at the time as shall have been established by the Board of Directors and publicized among all Directors. A notice of a regular meeting, the date of which has been so publicized, shall not be required.

Section 2.04. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer of the Corporation or (iii) any two members of the Board of Directors, at such place (within or without the State of Delaware), date and time as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on (i) 24 hours’ notice, if such notice is provided by facsimile, by telephone or by electronic transmission to each Director or delivered to him or her personally or (ii) 5 days’ notice, if such notice is mailed to each Director, addressed to him or her at his or her usual place of business or other designated address. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice (including by electronic transmission), whether before or after such meeting. Any business may be conducted at a special meeting of the Board of Directors.

Section 2.05. Quorum. A quorum for meetings of the Board of Directors shall consist of a majority of the total number of Directors then in office.

Section 2.06. Voting. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.07. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.08. Regulations; Manner of Acting. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the business and affairs of the Corporation as the Board of Directors may deem appropriate. In addition to the election of the Chairman of the Board, the Board may elect one or more vice-chairpersons or lead Directors to perform such other duties as may be designated by the Board.

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Section 2.09. Action by Telephonic Communications. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.10. Removal; Resignation. Directors may only be removed as set forth in the Certificate of Incorporation. Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation to the Chairman of the Board, the Chief Executive Officer or the Secretary. Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specified event.

Section 2.11. Director Fees and Expenses. The amount, if any, which each Director shall be entitled to receive as compensation for his or her services shall be fixed from time to time by the Board of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or paid a stated salary or paid other compensation as Directors. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of standing or special committees may be allowed compensation for attending committee meetings.

Section 2.12. Reliance on Accounts and Reports, etc. A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE III

COMMITTEES

Section 3.01. General. The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a Director or Directors to serve as the member or members, designating, if it desires, other Directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

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Section 3.02. How Constituted. The Board of Directors shall have a Compensation Committee, an Audit Committee, a Nominating and Corporate Governance Committee and such other committees as the Board of Directors may determine (each, a “Committee” and collectively, the “Committees”). Each Committee shall consist of such number of Directors, with such qualifications, as may be required by applicable laws, regulations or stock exchange rules, or as from time to time may be fixed by a majority of the total number of Directors which the Corporation would have if there were no vacancies on the Board of Directors. Any Committee may be abolished or re-designated from time to time by the Board of Directors. Each member of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his or her successor shall have been designated or until he or she shall cease to be a Director, or until his or her earlier death, resignation or removal.

Section 3.03. Powers. To the extent permitted by law, each Committee shall have such powers and responsibilities as the Board of Directors may from time to time authorize and, each Committee, except as otherwise provided in this Section 3.03, shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of Directors, which authorization shall include all such powers and authority as may be required by applicable laws, regulations or stock exchange rules. No Committee shall have the power or authority:

(a) to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the DGCL, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

(b) to adopt an agreement of merger or consolidation or a certificate of ownership and merger;

(c) to approve, adopt or recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d) to approve, adopt or recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or

(e) to adopt, amend or repeal these Bylaws of the Corporation.

Any Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

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Section 3.04. Proceedings. Each Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time; provided, that the Board of Directors may adopt other rules and regulations for the governance of any Committee not inconsistent with the provisions of these Bylaws. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors following any such proceedings.

Section 3.05. Quorum and Manner of Acting. Except as may be otherwise provided in the resolution creating a Committee, at all meetings of any Committee the presence of members constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business. The act of the majority of the members of a Committee present at any meeting at which a quorum is present shall be the act of such Committee. Any action required or permitted to be taken at any meeting of any Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. The members of any Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

Section 3.06. Action by Telephonic Communications. Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.07. Resignations. Any member of any Committee may resign from such Committee at any time by submitting an electronic transmission or by delivering a written notice of resignation to the Chairman of the Board, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.08. Removal. Any member of any Committee may be removed from his or her position as a member of such Committee at any time, either for or without cause, by resolution adopted by a majority of the number of Directors then in office.

Section 3.09. Vacancies. If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members shall continue to act (assuming a quorum is present), and any such vacancy may be filled by the Board of Directors subject to Section 3.02 of these Bylaws.

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ARTICLE IV

OFFICERS

Section 4.01. Number. The officers of the Corporation shall be chosen by the Board of Directors and, subject to the last sentence of this Section 4.01, shall be a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, one or more Vice Presidents and a Secretary. The Board of Directors may also designate as officers a President, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers and agents as it shall deem necessary. The Board of Directors from time to time may by resolution also empower the Chief Executive Officer (and one or more Vice Presidents) to appoint and remove subordinate officers and to prescribe their respective rights, terms of office, authorities and duties to the extent not prescribed by the Board of Directors. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person, except that one person may not concurrently hold both the office of Chief Executive Officer and Secretary. The Board may determine that the Chairman of the Board will not be an officer of the Corporation. The Chairman of the Board (whether or not an officer) shall be a Director, but no other officer need be a Director.

Section 4.02. Election. Unless otherwise determined by the Board of Directors and except as otherwise provided in these Bylaws, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors at which his or her successor has been elected and qualified. In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

Section 4.03. Salaries. The salaries and other compensation of all officers and agents of the Corporation shall be fixed by the Board or duly appointed Committee or in the manner established by the Board or duly appointed Committee.

Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board of Directors or by the Chief Executive Officer as permitted pursuant to Section 4.07. Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Chairman of the Board, the Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors, or, if the Chief Executive Officer has been delegated authority pursuant to Section 4.07 of these Bylaws to fill such office, then by the Chief Executive Officer subject to the terms of such delegation pursuant to Section 4.07 of these Bylaws or by the Board of Directors.

Section 4.05. Authority and Duties of Officers. The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these Bylaws or in a resolution of the Board of Directors, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

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Section 4.06. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders at which he or she is present and shall have such other powers and duties as prescribed by these Bylaws and the Certificate of Incorporation and as may from time to time be assigned by the Board of Directors.

Section 4.07. Chief Executive Officer. The Chief Executive Officer shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction, and management of the business and affairs of the Corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors are carried into effect. In addition, the Chief Executive Officer shall have such other powers and perform such other duties as may be delegated to him or her by the Board of Directors or as are set forth in the Certificate of Incorporation or these Bylaws. If the Board of Directors has not elected or appointed a President or the office of the President is otherwise vacant, and no officer otherwise functions with the powers and duties of the President, then, unless otherwise determined by the Board of Directors, the Chief Executive Officer shall also have all the powers and duties of the President.

Section 4.08. President. The President, if there is such an officer and the Board of Directors so directs, shall serve as chief operating officer and have the powers and duties customarily and usually associated with the office of chief operating officer unless the Board of Directors provides for another officer to serve as chief operating officer (or to have the powers and duties of chief operating officer). The President shall have such other powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chief Executive Officer. If the Board of Directors has not elected or appointed a Chief Executive Officer or the office of Chief Executive Officer is otherwise vacant, then, unless otherwise determined by the Board of Directors, the President shall also have all the powers and duties of the Chief Executive Officer.

Section 4.09. Vice President. Each Vice President shall have the powers and duties delegated to him or her by the Board of Directors or the President. One Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

Section 4.10. Secretary and Assistant Secretaries. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform other duties as the Board of Directors may from time to time prescribe. Any Assistant Secretary, if there is such an officer, shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer, President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors), shall perform the duties and exercise the powers of the Secretary.

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Section 4.11. Chief Financial Officer, Treasurer and Assistant Treasurers. The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors, the Chief Executive Officer or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time. The Chief Executive Officer or President may direct the Treasurer or any Assistant Treasurer, if there is such an officer, to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time.

Section 4.12. Security. The Board of Directors may require any officer, agent or employee of the Corporation to provide security for the faithful performance of his or her duties, in such amount and of such character as may be determined from time to time by the Board of Directors.

Section 4.13. Action with Respect to Securities of Other Companies. Unless otherwise directed by the Board of Directors, the Chief Executive Officer, the President, or any officer of the Corporation authorized thereby, shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders or equityholders of, or with respect to any action of, stockholders or equityholders of any other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other entity.

ARTICLE V

CAPITAL STOCK

Section 5.01. Certificates of Stock, Uncertificated Shares. The shares of the Corporation shall be represented by certificates, except to the extent that the Board of Directors has provided by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have, and the Board of Directors may in its sole discretion permit a holder of uncertificated shares to receive upon request a certificate signed by the appropriate officers of the Corporation, representing the number of shares registered in certificate form. Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws.

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Section 5.02. Signatures; Facsimile. All signatures on the certificates referred to in Section 5.01 of these Bylaws may be in facsimile, engraved or printed form, to the extent permitted by law. In case any officer, transfer agent or registrar who has signed, or whose facsimile, engraved or printed signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.03. Lost, Stolen or Destroyed Certificates. A new certificate may be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, only upon delivery to the Corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation and a bond or undertaking as may be satisfactory to a financial officer of the Corporation to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.04. Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of uncertificated shares shall be made on the books of the Corporation as provided by applicable law. Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL. Subject to applicable law and the provisions of the Certificate of Incorporation and these Bylaws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.05. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, or due delivery of instructions for the registration of transfer of uncertificated shares, and to the fullest extent permitted by law, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests; provided, that if a transfer of shares shall be made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.06. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

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ARTICLE VI

INDEMNIFICATION

Section 6.01. Limitation of Liability.

(a) To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation rights than permitted prior thereto), a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty as a director.

(b) Any repeal or modification of subparagraph (a) of this Section 6.01 of Article VI shall not adversely affect any right or protection of a director existing hereunder with respect to any act or omission occurring at or prior to the time of such repeal or modification.

Section 6.02. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was or has agreed to become a director or an officer of the Corporation or, while serving as a director or officer, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is action alleged to have been taken or omitted in an official capacity as a director or officer, or in any other capacity while serving or having agreed to serve as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 6.04 of this Article VI with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

Section 6.03. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 6.02 of this Article VI, an indemnitee shall to the fullest extent not prohibited by the DGCL have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all

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amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 6.03 of Article VI or otherwise.

Section 6.04. Procedure for Indemnification. Any claim for indemnification or advancement of expenses (including attorneys’ fees, costs and charges) under Sections 6.02 and 6.03 of this Article VI shall be made promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days, provided that the undertaking contemplated by Section 6.03 of this Article VI, if required, has been delivered to the Corporation), upon the written request of the indemnitee. If any claim for indemnification is not paid in full within 45 days or any claim for advancement of expenses is not paid in full within 20 days, the indemnitee shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of the claim in the Court of Chancery (as defined in Section 6.13 of this Article VI). Such indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any action by an indemnitee for indemnification or the advance of expenses (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 6.03 of this Article VI, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.05. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, association or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

Section 6.06. Service for Subsidiaries. Any director or officer serving, or who has served, as a director, officer, trustee or employee of another corporation or of a partnership, joint venture, limited liability company, trust, association or other enterprise, at least 50% of whose equity interests or assets are owned, directly or indirectly, by the Corporation (a “subsidiary” for this Article VI) shall be conclusively presumed to be, or to have been, serving in such capacity at the request of the Corporation.

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Section 6.07. Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advancement of expenses and other rights contained in this Article VI in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article VI shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 6.08. Nature of Rights. The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 6.09. Other Rights; Continuation of Right to Indemnification. The provisions of this Article VI shall be in addition to and not in limitation of any other rights, indemnities, or limitations of liability to which any director or officer may now or in the future be entitled, as a matter of law or under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification under this Article VI shall be deemed to be a contract between the Corporation and each person entitled to indemnification under Section 6.02 of this Article VI at any time while this Article VI is in effect. Any repeal or modification of this Article VI or any repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such person entitled to indemnification under Section 6.02 of this Article VI or the obligations of the Corporation arising hereunder with respect to any actual or threatened action, suit or proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

Section 6.10 Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification under this Article VI as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification or advancement of expenses is available to such person pursuant to this Article VI to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated.

Section 6.11 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VI with respect to the indemnification and advancement of expenses and of the Corporation.

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Section 6.12 Definition. For purposes of this Article VI, references to the “Corporation” shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, including without limitation, prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption of these Bylaws and which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

Section 6.13 Jurisdiction. The Court of Chancery of the State of Delaware (the “Court of Chancery”) shall have exclusive jurisdiction to hear and determine all actions for indemnification or advancement of expenses brought with respect to this Article VI, and the Court of Chancery may summarily determine the Corporation’s obligation to advance expenses (including attorneys’ fees) under this Article VI.

ARTICLE VII

OFFICES

Section 7.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at the location provided in the Certificate of Incorporation.

Section 7.02. Other Offices. The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Execution of Instruments. Except as otherwise provided by law or the Certificate of Incorporation, the Board of Directors may authorize the Chief Executive Officer or any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments.

Section 8.02. Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by resolution of the Board of Directors. In the absence of such resolution, the fiscal year of the Corporation shall be the calendar year beginning January 1 and ending December 31.

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Section 8.03. Books and Records. Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

Section 8.04. Electronic Transmission. “Electronic transmission”, as used in these Bylaws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01. Amendment. Subject to the provisions of the Certificate of Incorporation, the Board of Directors is expressly authorized to make, alter, amend and repeal these Bylaws subject to the power of the stockholders of the Corporation to alter, amend and repeal these Bylaws. Any amendment, alteration or repeal of these Bylaws by the Board of Directors shall require the approval of a majority of the Board of Directors then in office. In addition to any other vote otherwise required by applicable law, the stockholders of the Corporation may amend, alter or repeal these Bylaws, provided, that any such action shall require the affirmative vote of the holders of at least a majority of the outstanding common stock of the Corporation.

ARTICLE X

CONSTRUCTION

Section 10.01. Construction. In the event of any conflict between the provisions of these Bylaws as in effect from time to time and the provisions of the Certificate of Incorporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

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EX-2.3

Exhibit 2.3

EXECUTION VERSION

BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 WELLS FARGO BANK, N.A. 2450 Colorado Boulevard Suite 3000 West Santa Monica, California 90404 SUNTRUST BANK 303 Peachtree Street Atlanta, Georgia 30308   SUNTRUST ROBINSON HUMPHREY, INC. 3333 Peachtree Road Atlanta, Georgia 30326

January 28, 2014

xpedx Holding Company

c/o International Paper Company

6400 Poplar Avenue

Memphis, Tennessee 38197

Facsimile: (901) 214-0647

Attention: C. Cato Ealy, Vice President

Project Unicorn — Commitment Letter

Ladies and Gentlemen:

You have advised Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), Wells Fargo Bank, N.A. (“Wells Fargo”), SunTrust Bank (“SunTrust Bank”) and SunTrust Robinson Humphrey, Inc. (“STRH” and, together with Bank of America, MLPF&S, Wells Fargo and SunTrust Bank, the “Initial Commitment Parties” and, collectively with any Additional Commitment Party, the “Commitment Parties”, “we” or “us”) that xpedx Holding Company, a Delaware corporation (“you”), proposes to effect the transactions described in the Description of the Transactions attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings given to them in the Transaction Description or the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”; this commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Exhibit C (the “Summary of Additional Conditions”), collectively, the “Commitment Letter”).

Commitments.

In connection with the Transactions, (i) each of Bank of America and Wells Fargo (each, a “35% Commitment Party”) is pleased to advise you of its several, and not joint, commitment to provide 35% and 35%, respectively, of the ABL Facility and (ii) SunTrust (a “30% Commitment Party”) is pleased to advise you of its several, and not joint, commitment to provide 30% of the ABL Facility. The commitment of each Commitment Party is collectively referred to herein as the “Commitments” and, individually, as a “Commitment”.

Titles and Roles.

It is agreed that (i) each of MLPF&S, Wells Fargo and STRH will act as a lead arranger for the ABL Facility (together with any other lead arranger, if any, appointed pursuant to the next succeeding paragraph, each in such capacity, a “Lead Arranger” and, collectively, the “Lead Arrangers”), (ii) each of MLPF&S, Wells Fargo and STRH will act as a joint bookrunner for the ABL Facility (together

with any other joint bookrunner, if any, appointed pursuant to next succeeding paragraph, each in such capacity, a “Joint Bookrunner” and, collectively, the “Joint Bookrunners”) and (iii) Bank of America will act as administrative agent and collateral agent for the ABL Facility (in such capacity, the “Administrative Agent”).

You shall be entitled, on or prior to the date which is 15 business days following the date hereof, to allocate up to 40% of the aggregate Commitments to one or more additional banks, financial institutions and other institutional lenders, provided that (i) the Commitments of the Initial Commitment Parties in respect of the ABL Facility will be permanently reduced by the amount of the commitments of such appointed banks, financial institutions and other institutional lenders in respect of the ABL Facility, with such reduction allocated to reduce the Commitments of the Initial Commitment Parties on a pro rata basis according to the respective amounts of their Commitments, upon the execution by such entity (and any relevant affiliate) of customary joinder documentation and, thereafter, each such entity (and any relevant affiliate) shall become a party hereto and constitute an “Additional Commitment Party”, (ii) each Initial Commitment Party shall retain at least 20% of the aggregate Commitments with respect to the ABL Facility and (iii) no Additional Commitment Party shall assign its Commitment unless there has been a Successful Syndication (as defined in the Fee Letter) by the Initial Commitment Parties, and each such assignment shall be consummated in compliance with the Section titled “Syndication” below. Any such party (and/or any affiliate thereof designated thereby and consented to by you) (a) shall (at your option) act as joint book running manager and/or joint lead arranger for the ABL Facility and (b) may (at your option) have such other roles and titles reasonably acceptable to you and the Initial Commitment Parties; provided, however, that Bank of America shall have “left” placement in any and all marketing materials or other documentation used in connection with the ABL Facility and shall hold the leading role and responsibilities conventionally associated with such “left” placement, including maintaining sole “physical books” in respect of the ABL Facility, Wells Fargo shall have the next most “left” placement, and STRH will have placement immediately “right” of Wells Fargo. In the event that you make any such allocation, the parties hereto shall enter into a letter agreement reflecting such allocation, roles and titles and providing for a corresponding reduction in the relevant Commitments hereunder of the Initial Commitment Parties and references herein and in the Fee Letter to the Commitment Parties shall thereupon be deemed to include each such Additional Commitment Party.

It is further agreed that no Lender (as defined below) or other person or entity will receive compensation or any titles with respect to the ABL Facility outside the terms contained herein and in the Fee Letter in order to obtain its commitment to participate in the ABL Facility, in each case unless you and we so agree.

Syndication.

The Lead Arrangers reserve the right, prior to or after execution of the ABL Documentation (as defined below), in consultation with you, to syndicate all or a portion of each Commitment Party’s Commitments to one or more banks, financial institutions and other institutional lenders that will become parties to the ABL Documentation (each Commitment Party and such banks, financial institutions and other institutional lenders becoming parties to the ABL Documentation with respect to all or a portion of the ABL Facility, the “Lenders”). Notwithstanding the foregoing, the Lead Arrangers will not syndicate to (i) those banks, financial institutions and other institutional lenders and investors that have been separately identified in writing by you to us prior to the date of this Commitment Letter and reasonably acceptable to the Initial Commitment Parties, (ii) those persons who are competitors of the Borrower, Unisource (as defined in Exhibit A hereto), or any of their respective subsidiaries that are separately identified in writing by you to us prior to the date of this Commitment Letter, and (iii) in the case of each of clauses (i) and (ii), any of their affiliates that are identified in writing by you to us prior to the date of this Commitment Letter (clauses (i), (ii) and (iii) above, collectively, “Disqualified Lenders”). The aggregate Commitments (x) until Successful Syndication (as defined in the Fee Letter), of the Initial

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Commitment Parties, and (y) thereafter, of the Commitment Parties (including, without limitation, the Additional Commitment Parties), in each case shall be reduced dollar-for-dollar as and when commitments are received from any Lenders (other than the Commitment Parties) on a pro rata basis according to the respective amounts of the Commitments of the relevant Commitment Parties at such time; provided that, notwithstanding any other provision of this Commitment Letter, no Commitment Party will, except with the written consent of Borrower or, in the case of the Initial Commitment Parties, in connection with the appointment of any Additional Commitment Party, be relieved or novated from its obligations hereunder in connection with any syndication or assignment until after the Closing Date and the extensions of credit to be made on such date as contemplated hereby have been made and, unless Borrower agrees in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its Commitment, including all rights with respect to consents, modifications and amendments, until the Closing Date has occurred and the extensions of credit to be made on such date as contemplated hereby have been made. Each Commitment Party acknowledges and agrees that its Commitment is not conditioned upon a successful syndication and that no assignment or assumption by any assignee (other than, in the case of an Initial Commitment Party, an Additional Commitment Party) of any obligations of such Commitment Party in respect of any portion of its Commitment shall relieve such Commitment Party of its obligations hereunder with respect to such portion of the Commitments until the Closing Date has occurred and the extensions of credit to be made on such date as contemplated hereby have been made.

The Lead Arrangers will manage all aspects of the syndication, including, without limitation, timing, potential syndicate members to be approached (excluding Disqualified Lenders), titles, allocations and division of fees, all of which shall be determined by the Lead Arrangers (except as otherwise provided herein and in the Fee Letter) in consultation with you. Until the Syndication Date (as defined below), you agree to, and to use commercially reasonable efforts to cause Unisource to, actively assist the Lead Arrangers in a syndication that is reasonably satisfactory to us and you, which the Lead Arrangers may commence as promptly as possible after your acceptance of this Commitment Letter, including by using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your and Unisource’s existing lending relationships, to cooperate in and facilitate the completion prior to the Closing Date of an updated field examination and appraisal of the collateral to be included in the Borrowing Base to the extent relevant existing field examinations and appraisals are more than 6 months old and to provide the Lead Arrangers, promptly upon request, with all information reasonably deemed necessary by the Lead Arrangers to complete successfully the syndication, including, but not limited to, (a) information packages for delivery to potential syndicate members and participants (the “Confidential Information Memoranda”) and (b) all financial and other information as we may reasonably request with respect to you, Unisource (to the extent available to you), your subsidiaries and the transactions contemplated hereby, including, but not limited to, financial projections, models, forecasts and budgets. You also agree to make available your representatives, and to use commercially reasonable efforts to cause the senior officers and representatives of Unisource, in each case from time to time prior to the earlier of the Successful Syndication (as defined in the Fee Letter) of the ABL Facility and 30 days after the Closing Date (such earlier date, the “Syndication Date”), to be available and to attend and make presentations regarding the business and prospects of the Combined Business (as defined in Exhibit A hereto) at one or more meetings of prospective lenders and investors at such time and place as the Lead Arrangers may reasonably request. You agree to use all commercially reasonable efforts to cause the initial definitive Confidential Information Memoranda referred to above to be delivered to potential syndicate members as promptly as possible after your acceptance of this Commitment Letter.

Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Commitment Parties or the Lead Arrangers in connection with the syndication of the ABL Facility shall be those required to be delivered pursuant to the Summary of Additional Conditions.

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Before distribution of any Confidential Information Memoranda to prospective lenders, you agree that you will provide us with a letter in customary form for syndicated loan financings authorizing the dissemination of the Confidential Information Memoranda.

Information.

You hereby represent and covenant that (a) all written information (other than projections, forecasts, budgets, estimates and other forward-looking statements (collectively, the “Projections”) and information of a general economic or industry-specific nature) that has been or will be made available to us or any of the Lenders by or on behalf of you in connection with the transactions contemplated hereby (the “Information”), when taken as a whole (and, in the case of information relating to Unisource, to the best of your knowledge), is correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in the light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to us or any of the Lenders by or on behalf of you in connection with the transactions contemplated hereby have been (or, in the case of Projections prepared after the date hereof, will be) prepared in good faith based upon assumptions believed by you to be reasonable at the time of preparation thereof and when furnished to the Lenders (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved). You agree that if at any time prior to the Closing Date (or, if later, the Syndication Date) any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished or made available, and such representations were being made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and Projections so that such representations will be correct in all material respects at such time. You understand that in arranging and syndicating the ABL Facility we may use and rely on the Information and Projections without independent verification thereof.

Compensation.

As consideration for the Commitments of the Commitment Parties hereunder and the agreement of the Lead Arrangers to structure, arrange and syndicate the ABL Facility and to provide advisory services in connection therewith, you agree to pay, or cause to be paid, the fees set forth in the Term Sheet and in the fee letter dated as of even date herewith among the parties hereto (the “Fee Letter”).

Conditions.

The Commitments of each Commitment Party and the Lead Arrangers’ agreement to perform the services described herein are subject only to the fulfillment of the following conditions (the “Conditions”): (i) there not having occurred any Spinco Material Adverse Effect (as defined in Annex I to Exhibit C) since June 30, 2013, (ii) there not having occurred any UWWH Material Adverse Effect (as defined in Annex I to Exhibit C) since June 30, 2013, and (iii) fulfillment of the conditions set forth under “Conditions to Initial Borrowing” in the Term Sheet and, upon satisfaction of such conditions (the date of satisfaction of such conditions, the “Closing Date”), the funding of the ABL Facility shall occur; it being understood that there are no other conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter and the ABL Documentation. Without limiting the conditions precedent to funding provided herein, you and we will cooperate with each other in coordinating the timing and procedures for the funding of the ABL Facility in a manner consistent with the Merger Agreement.

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Notwithstanding anything in this Commitment Letter, the Fee Letter, the ABL Documentation or any other agreement or other undertaking concerning the financing of the Merger to the contrary (this paragraph and the provisions herein shall be referred to as the “Limited Conditionality Provisions”),

(a) the terms of the ABL Documentation shall be in a form such that they do not impair availability of the ABL Facility on the Closing Date if the Conditions are satisfied (it being understood that to the extent any collateral is not provided and/or perfected on the Closing Date after your use of commercially reasonable efforts to do so without undue burden or expense (it being understood that at a minimum (1) the granting of security interests in, and the perfection of liens on, ABL Collateral with respect to which a lien can be perfected solely by the filing of UCC-1 and Canadian Personal Property Security Act (“PPSA”) financing statements, as well as the filing of such UCC-1 and PPSA financing statements will be provided and (2) certificated equity securities of the Borrower and its domestic and Canadian subsidiaries, if any, will be delivered (to the extent required by the Term Sheet)), the delivery of such collateral (and/or the perfection of a security interest in such collateral) shall not constitute a condition precedent to the availability of the ABL Facility on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed by the parties hereto acting reasonably); and

(b) the only representations the making of which shall be a condition to availability of the ABL Facility on the Closing Date shall be the Specified Representations. For purposes hereof, “Specified Representations” means (i) such of the representations made by each of UWWH and Unisource with respect to itself and their respective subsidiaries in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that you have the right (without liability) to terminate your obligations under the Merger Agreement, or to decline to consummate the Merger, as a result of a breach of such representations in the Merger Agreement, (ii) such of the representations made by each of Spinco and xpedx with respect to itself and its respective subsidiaries in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that UWWH has the right to terminate its obligations under the Merger Agreement, or to decline to consummate the Merger, as a result of a breach of such representations in the Merger Agreement and (iii) the representations and warranties set forth in the ABL Documentation relating to organizational existence, corporate power and authority, due authorization, execution and delivery and enforceability, in each case of the ABL Documentation, the incurrence of the loans, the provision of guarantees and the granting of security as contemplated herein not violating or conflicting with organizational documents of the Borrower or the Guarantors, solvency as of the Closing Date (after giving effect to the Transactions) of the Combined Business and its subsidiaries on a consolidated basis (with solvency to be defined in a manner consistent with the solvency certificate to be delivered in the form attached as Annex II to Exhibit C), Federal Reserve margin regulations, the Investment Company Act of 1940, as amended, the Patriot Act, the use of loan proceeds not violating margin regulations or FCPA, OFAC and, subject to the provisions of this paragraph, creation, validity and perfection of the security interests in the ABL Collateral.

Notwithstanding the provisions under the sections entitled “Governing Law, Etc.” and “Governing Law and Forum” in this Commitment Letter and the Term Sheet, respectively, it is understood and agreed that (x) whether any Specified Representation described in clause (b)(i) or (b)(ii) above has been breached, and whether as a result you have the right to terminate your obligations thereunder, or to decline to consummate the Merger and (y) whether there shall have been a Spinco Material Adverse Effect or a UWWH Material Adverse Effect shall be determined under the laws of the State of Delaware.

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Clear Market.

From the date of this Commitment Letter until the Syndication Date, you will ensure that no debt securities or syndicated loan financing for you or any of your subsidiaries, and you will use your commercially reasonable efforts to ensure that no such debt securities or syndicated loan financing for Unisource or its subsidiaries (in each case other than replacement, extensions and renewals of existing indebtedness and any other indebtedness of you, Unisource and your and its respective subsidiaries permitted to be incurred pursuant to the Merger Agreement), in each case is announced, syndicated or placed without the prior written consent of each Commitment Party if such financing, syndication or placement would reasonably be expected to have a materially detrimental effect upon the primary syndication of the ABL Facility.

Indemnity and Expenses.

You agree to indemnify and hold harmless each of the Commitment Parties, the Lead Arrangers, the Joint Bookrunners and their respective affiliates and each director, officer, employee, advisor and agent thereof (each, an “indemnified person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever that may be incurred by or asserted against or involve any such indemnified person as a result of or arising out of or in any way related to or resulting from this Commitment Letter, the Fee Letter and the transactions contemplated hereby, the providing or syndication of the ABL Facility, the enforcement of this Commitment Letter or the Fee Letter (including any reasonable attorney fees and expenses) or the actual or proposed use of proceeds thereof or the Transactions or any claim, litigation, investigation or proceeding related to the foregoing and to pay and reimburse each indemnified person, promptly upon request, for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim; provided, however, that you shall not have to indemnify any indemnified person or any Related Person (as defined below) of such indemnified person against any claim, loss, damage, liability or expense (x) to the extent the same resulted from the gross negligence, bad faith or willful misconduct of the respective indemnified person or any Related Person (as defined below) of such indemnified person (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) arising out of any breach in any material respect by such indemnified person or any Related Person of such indemnified person of this Commitment Letter or any ABL Documentation or (z) arising out of any action, suit, proceeding or claim that does not involve an act or omission by you or any of your affiliates and that is brought by an indemnified person against any other indemnified person (other than any claim against any Commitment Party in its capacity or in fulfilling its role as Administrative Agent or arranger or any similar role under the ABL Facility). In the case of an investigation, action or proceeding to which the indemnity in this paragraph applies, such indemnity and reimbursement obligations shall be effective whether or not such investigation, action or proceeding is brought by you, your equity holders or creditors or an indemnified person, whether or not an indemnified person is otherwise a party thereto and whether or not any aspect of the Commitment Letter, the Fee Letter, the ABL Facility or any of the Transactions is consummated. No indemnified person seeking indemnification or reimbursement under this Commitment Letter will, without your prior written consent (not to be unreasonably withheld or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit, proceeding (including any inquiry or investigation) or claim referred to above. You shall not, without the prior written consent of any indemnified person, effect any settlement of any pending or threatened proceeding in respect of which such indemnified person is or could reasonably be expected to have been a party and indemnity could reasonably be expected to have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability or claims that are the subject matter of such proceeding. For purposes hereof, a “Related Person” of an indemnified person means any of its affiliates or any of its or its affiliates’ directors, officers, employees, advisors and agents. In addition, you hereby agree that all reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and expenses of Skadden, Arps, Slate, Meagher & Flom LLP and one local counsel per jurisdiction) of the Commitment Parties and their respective affiliates arising in connection with this Commitment Letter and in connection with the transactions described herein shall be reimbursed by you solely in the event that the Closing Date

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occurs. Any reimbursement hereunder shall be without duplication of any reimbursement by you to the Commitment Parties and their respective affiliates under any other agreement. Notwithstanding any other provision of this Commitment Letter, (i) no indemnified person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent the same resulted from the gross negligence, bad faith or willful misconduct of such indemnified person or any Related Person of such indemnified person (as determined by a court of competent jurisdiction in a final and non-appealable judgment) and (ii) none of you, International Paper, the Borrower, UWWH or any indemnified person shall be liable for any indirect, special, punitive or consequential damages in connection with your or their activities related to the ABL Facility, this Commitment Letter or the Fee Letter; provided that nothing contained in this clause (ii) shall limit your indemnity or reimbursement obligations to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such indemnified person is entitled to indemnification hereunder.

Confidentiality.

You agree that, unless the Lead Arrangers have otherwise consented (such consent not to be unreasonably withheld, conditioned or delayed), neither this Commitment Letter, the Fee Letter nor the terms hereof or thereof will be disclosed by you to any person or entity except that this Commitment Letter and the Fee Letter (but, in the case of the Fee Letter, only as contemplated in clauses (i), (ii) (to the extent the economic terms have been redacted in a manner reasonably satisfactory to the Lead Arrangers), (iv) and (v) of this sentence) may be disclosed (i) to International Paper and to your and its officers, directors, employees, accountants, agents, attorneys and other advisors, and then only on a “need to know” confidential basis, (ii) to UWWH, Bain Capital Partners LLC, Georgia-Pacific LLC and their respective officers, directors, employees, agents, accountants, attorneys and other advisors on a “need to know” confidential basis, (iii) to any actual or prospective Lender or any actual or prospective lender or investor in connection with any of the Transactions, any of their respective affiliates, and any of the respective partners, officers, directors, employees, agents, accountants, attorneys and other advisors of any of the foregoing, (iv) to the extent necessary in connection with the exercise of any remedy or enforcement of any right hereunder, (v) as may be compelled to be disclosed in, or necessary to the defense of, any litigation or a judicial or administrative proceeding or as otherwise required by law, (vi) in any public or regulatory filing or in any proxy statement, prospectus, offering memorandum or offering circular in connection with any of the Transactions, and (vii) to Moody’s Investor Service, Standard & Poor’s Ratings Group or any other ratings agency; it being understood that the fees contained in the Fee Letter may also be disclosed as part of a generic disclosure of aggregate sources and uses related to the fee amount, to the extent customary or required in marketing materials, ratings agency presentations, any proxy or other public filing or any other prospectus or offering memoranda.

Other Services.

You acknowledge and agree that we and/or our affiliates may be requested to provide additional services with respect to International Paper, the Borrower, UWWH and/or their respective affiliates or other matters contemplated hereby. Any such services will be set out in and governed by a separate agreement(s) (containing terms relating, without limitation, to services, fees and indemnification) in form and substance satisfactory to the parties thereto. Nothing in this Commitment Letter is intended to obligate or commit us or any of our affiliates to provide any services other than as set out herein.

You acknowledge that the Commitment Parties and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. No Commitment Party will use confidential information obtained from you by virtue of the transactions contemplated by this letter or their other relationships with you in connection with the

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performance by such Commitment Party of services for other companies, and no Commitment Party will furnish any such information to other companies. You also acknowledge that no Commitment Party has any obligation to use in connection with the transactions contemplated by this letter, or to furnish to you, confidential information obtained from other companies.

No Fiduciary Relationship.

You hereby acknowledge that we are acting solely as agent, lender, bookmanager or lead arranger, as applicable, in connection with the ABL Facility. You further acknowledge that we are acting pursuant to a contractual relationship created by this Commitment Letter that was entered into on an arm’s length basis and in no event do the parties intend that any of us act or be responsible as a fiduciary to you or any of your subsidiaries, your stockholders or creditors or any other person in connection with any activity that we may undertake or have undertaken in furtherance of the ABL Facility, either before or after the date hereof. We hereby expressly disclaim any fiduciary or similar obligations to any such person, either in connection with the ABL Facility or this Commitment Letter or any matters leading up to either, and you hereby confirm your understanding and agreement to that effect. Each of you and we agree that you and we are each responsible for making our own independent judgments with respect to the ABL Facility, and that any opinions or views expressed by us to you regarding such transactions do not constitute advice or recommendations to you or any of your subsidiaries and that you have consulted your own legal and financial advisors to the extent you deemed appropriate. You, on behalf of yourself and your subsidiaries, hereby waive and release, to the fullest extent permitted by law, any claims that you or any of your subsidiaries may have against us with respect to any breach or alleged breach of any fiduciary or similar duty in connection with the transactions contemplated by this Commitment Letter or any matters leading up to the execution of this Commitment Letter or the ABL Documentation. This paragraph does not affect any obligations that a Commitment Party may have under any written M&A advisory agreement between a Commitment Party and you relating to the Merger.

Governing Law, Etc.

This Commitment Letter and the Commitment of the Lenders shall not be assignable by you without the prior written consent of us and the Lenders, and any purported assignment without such consent shall be void. We reserve the right to employ the services of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to our affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion. You also agree that each Commitment Party may at any time and from time to time assign all or any portion of its Commitment hereunder to one or more of its affiliates; provided that no Commitment Party shall be relieved of any portion of its Commitments hereunder (other than, in the case of an Initial Commitment Party, in connection with the assignment of Commitment to an Additional Commitment Party) prior to the funding under the ABL Facility. We agree to treat all non-public information provided to us by you as confidential information in accordance with the terms of a confidentiality agreement separately entered into between you and us.

This Commitment Letter and the Fee Letter constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. No party has been authorized by any of the Commitment Parties to make any oral or written statements that are inconsistent with this Commitment Letter and the Fee Letter. This Commitment Letter may not be amended or any provision hereof waived or modified except with the written consent of each party hereto. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Commitment Letter. Headings are for convenience of reference only

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and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter. This Commitment Letter is intended to be for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, and may not be relied on by, any persons other than the parties hereto, the Lenders and, with respect to the indemnification provided under the heading “Indemnity and Expenses,” each indemnified person.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the ABL Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the ABL Facility is subject to the Conditions and (ii) the Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter set forth therein.

THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. With respect to all matters relating to this Commitment Letter or any other letter agreement or other undertaking concerning the financing of the Transactions and the financing contemplated under those agreements or undertakings, each of the parties hereto hereby irrevocably and unconditionally, on behalf of itself and to the extent it may lawfully do so, its parent entities, present and future subsidiaries, affiliates, transferees, assigns, acquirers, officers, directors, employees, partners, members, shareholders, and successors in interest, (i) submits to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York State or, if that court does not have subject jurisdiction, in any State court located in the City and County of New York, (ii) agrees that all claims related to this Commitment Letter or any other letter agreement or other undertaking concerning the financing of the Transactions and/or the financing contemplated thereunder shall be heard and determined in such courts, and agrees not to assert or support any such claims other than in such courts, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, (iv) agrees that a final judgment of such courts shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and (v) waives any immunity (sovereign or otherwise) from jurisdiction of any court or from any legal process or setoff to which it or its properties or assets may be entitled. Nothing herein will affect the right of any party to serve legal process in any other manner permitted by law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, CONTROVERSY OR DISPUTE (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY COMMITMENT PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE, OR ENFORCEMENT OF THIS COMMITMENT LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY COMMITMENT PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE, OR ENFORCEMENT OF THIS COMMITMENT LETTER.

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Patriot Act.

We hereby notify you that pursuant to the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), we and the other Lenders may be required to obtain, verify and record information that identifies the Borrower, which information includes the name, address and tax identification number and other information regarding them that will allow us or such Lender to identify them in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and the Lenders.

Please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and the Fee Letter not later than 9:00 a.m., New York City time, on January 28, 2014, whereupon the undertakings of the parties shall become effective to the extent and in the manner provided hereby. This offer shall terminate if not so accepted by you on or prior to that time. Upon the earliest to occur of (A) the execution and delivery of the ABL Documentation by all of the parties thereto and the occurrence of the funding of the ABL Facility, (B) the Expiration Date, if the ABL Documentation shall not have been executed and delivered by all such parties, and the funding of the ABL Facility shall not have occurred, prior to that date or (C) the closing of the Merger Agreement without the use of the ABL Facility or (D) the termination of the Merger Agreement, this Commitment Letter and the Commitments of the Lenders and the agreement of the Lead Arrangers to provide the services described herein shall automatically terminate unless the Commitment Parties and the Lead Arrangers shall, in their discretion, agree to an extension. “Expiration Date” means January 5, 2015.

You shall have the right to terminate this Commitment Letter and the Commitments of the Commitment Parties hereunder at any time upon written notice to them from you, subject to your surviving obligations as set forth in this paragraph. The provisions of this Commitment Letter and the Fee Letter relating to the payment of fees and expenses and indemnification and the provisions of the Sections titled “Syndication”, “Clear Market”, “Confidentiality”, “No Fiduciary Relationship” and “Governing Law, Etc.” will survive the expiration or termination of this Commitment Letter (including any extensions thereof) but (x) the provisions of the Sections titled “Syndication” and “Clear Market” will survive the expiration or termination of this Commitment Letter (including any extensions thereof) only if this Commitment Letter terminates pursuant to clause (A) of the penultimate sentence of the preceding paragraph, in which case such provisions shall survive until the Syndication Date and (y) your obligations under this Commitment Letter, other than those relating to the confidentiality of the Fee Letter and syndication of the ABL Facility, shall automatically terminate and be superseded by the ABL Documentation upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letter, and you shall be automatically released from all liability in connection therewith at such time.

[Signature Page Follows]

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

Very truly yours,
BANK OF AMERICA, N.A.
By:	/s/ John C. McMeramian
	Name: John C. McMeramian
	Title: Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ John C. McMeramian
	Name: John C. McMeramian
	Title: Director

[Signature Page to Commitment Letter]

WELLS FARGO BANK, N.A.
By:	/s/ Rob Griffin
	Name: Rob Griffin
	Title: Managing Director

[Signature Page to Commitment Letter]

SUNTRUST ROBINSON HUMPHREY, INC.
By:	/s/ Marc P. Schlachter
	Name: Marc P. Schlachter
	Title: Director
SUNTRUST BANK
By:	/s/ Seth Meier
	Name: Seth Meier
	Title: Director

[Signature Page to Commitment Letter]

Accepted and agreed to as of the date first written above:
XPEDX HOLDING COMPANY
By:	/s/ C. Cato Ealy
	Name: C. Cato Ealy
	Title: Vice President

[Signature Page to Commitment Letter]

EXHIBIT A

DESCRIPTION OF THE TRANSACTIONS

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached, including the other exhibits thereto.

Pursuant to the Agreement and Plan of Merger, dated as of January 28, 2014 (the “Merger Agreement”), among International Paper Company (“International Paper”), xpedx Holding Company (“Spinco”), xpedx Intermediate, LLC (“xpedx Intermediate”), xpedx, LLC (“xpedx”), UWW Holdings, LLC (“UWWH Holdco”), UWW Holdings, Inc. (“UWWH”) and Unisource Worldwide, Inc. (“Unisource”) and the Contribution and Distribution Agreement dated as of January 28, 2014 (the “Contribution Agreement”), among International Paper, Spinco, UWWH and UWWH Holdco, the following transactions (the “Transactions”) will happen:

Step 1 – International Paper will contribute (directly or indirectly) various assets and liabilities forming its xpedx business to xpedx.

Step 2 – International Paper will contribute (directly or indirectly) all of the membership interest in xpedx to xpedx Intermediate.

Step 3 – International Paper will contribute (directly or indirectly) all of the membership interest in xpedx Intermediate to Spinco.

Step 4 – xpedx will incur indebtedness under the ABL Facility (the “First Draw”) and will distribute all or a portion of the proceeds to xpedx Intermediate, which will in turn distribute such proceeds to Spinco to fund the Special Payment (as defined in the Contribution Agreement) to International Paper.

Step 5 – Spinco will make the Special Payment to International Paper.

Step 6 – International Paper will distribute all of its shares of Spinco common stock to International Paper stockholders.

Step 7 – UWWH will merge (the “Merger”) with and into Spinco, with Spinco being the surviving corporation.

Step 8 – xpedx Intermediate will merge (the “Subsidiary Merger”) with and into Unisource, with Unisource being the surviving corporation (such surviving entity, the “Combined Business”).

Step 9 – Unisource will accede to and incur indebtedness under the ABL Facility (the “Second Draw”), the proceeds of which will be used to refinance the Repaid Indebtedness (as defined below).

All third party indebtedness for borrowed money of Unisource and its subsidiaries (other than indebtedness incurred or issued pursuant to the Transactions) that is outstanding on the Closing Date will be repaid, redeemed, defeased or otherwise discharged (or irrevocable notice for the redemption thereof will be given) (collectively, the “Repaid Indebtedness”), except for capitalized lease obligations and except for any existing third party indebtedness for borrowed money of Unisource and its subsidiaries (“Existing Indebtedness”) listed in Annex I to this Exhibit A or that the Borrower has requested to be permitted to remain outstanding with the approval of the Lead Arrangers (not to be unreasonably withheld).

A-1

ANNEX I to EXHIBIT A

Surviving Indebtedness

None.

A-2

EXHIBIT B

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS¹

Borrower:	(a) Initially, xpedx; and (b) following the Subsidiary Merger, (x) xpedx, (y) Unisource (the “Company” and together with xpedx, the “U.S. Borrowers”), which following the Subsidiary Merger will be a wholly owned subsidiary of Spinco (Spinco being also referred to as “Holdings”) and (z) solely with respect to the Canadian ABL Facility, Unisource Canada Inc. (the “Canadian Borrower” and collectively with the U.S. Borrowers, the “Borrower Entities”).
Transactions:	As set forth in Exhibit A to the Commitment Letter.
Administrative Agent and Collateral Agent:	Bank of America will act as sole administrative agent and sole collateral agent (in such capacities, the “Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders and investors reasonably acceptable to the Lead Arrangers and the Borrower, excluding any Disqualified Lender (together with the Commitment Parties, the “Lenders”), and will perform the duties customarily associated with such roles.
Lead Arrangers and Joint Bookrunners:	MLPF&S, Wells Fargo and STRH will act as lead arrangers (together with any additional lead arranger appointed pursuant to the section of the Commitment Letter entitled “Titles and Roles,” each in such capacity, a “Lead Arranger” and, together, the “Lead Arrangers”), and MLPF&S, Wells Fargo and STRH will act as joint bookrunners (together with any additional bookrunner appointed pursuant to the section of the Commitment Letter entitled “Titles and Roles,” each in such capacity, a “Joint Bookrunner” and, together, the “Joint Bookrunners”), in each case for the ABL Facility, and each will perform the duties customarily associated with such roles.
Co-Syndication Agents:	Wells Fargo and SunTrust Bank will act as co-syndication agents for the ABL Facility.
Co-Documentation Agents:	Such Additional Commitment Parties as may be selected by the Borrower.
ABL Facility:	An asset-based revolving credit facility in an aggregate principal amount of up to $1,400 million (the “ABL Facility”), consisting of: (i) a $1,2502 million revolving facility made available to the U.S. Borrowers on the Closing Date (the “Tranche A U.S. Facility”, and the loans thereunder, the “Tranche A U.S. Loans”; the commitments thereunder, the “Tranche A U.S. Commitments”);

¹  All capitalized terms used but not defined herein shall have the meanings provided in the Commitment Letter to which this summary is attached.

²  Amount to be reduced by Tranche A-1 U.S. Facility amount.

B-1

(ii) a first-in, last-out facility made available to the U.S. Borrowers on the Closing Date (the “Tranche A-1 U.S. Facility”, and the loans thereunder, the “Tranche A-1 U.S. Loans”; the commitments thereunder, the “Tranche A-1 U.S. Commitments”);

(iii) a $150³ million revolving facility made available to the Canadian Borrower on the Closing Date (the “Tranche A Canadian Facility”, and the loans thereunder, the “Tranche A Canadian Loans”; the commitments thereunder, the “Tranche A Canadian Commitments”); and

(iv) a first-in, last-out facility made available to the Canadian Borrower on the Closing Date (the “Tranche A-1 Canadian Facility”, and the loans thereunder, the “Tranche A-1 Canadian Loans”; the commitments thereunder, the “Tranche A-1 Canadian Commitments”).

The following terms shall have the following meanings:

“U.S. ABL Facility” shall mean the Tranche A U.S. Facility and the Tranche A-1 U.S. Facility.

“U.S. Loans” shall mean the Tranche A U.S. Loans and the Tranche A-1 U.S. Loans.

“U.S. Commitments” shall mean the Tranche A U.S. Commitments and the Tranche A-1 U.S. Commitments.

“Canadian ABL Facility” shall mean the Tranche A Canadian Facility and the Tranche A-1 Canadian Facility.

“Canadian Loans” shall mean the Tranche A Canadian Loans and the Tranche A-1 Canadian Loans.

“Canadian Commitments” shall mean the Tranche A Canadian Commitments and the Tranche A-1 Canadian Commitments.

“Tranche A Facility” shall mean the Tranche A U.S. Facility and the Tranche A Canadian Facility.

“Tranche A-1 Facility” shall mean the Tranche A-1 U.S. Facility and the Tranche A-1 Canadian Facility.

“Tranche A Loans” shall mean the Tranche A U.S Loans and the Tranche A Canadian Loans.

“Tranche A-1 Loans” shall mean the Tranche A-1 U.S Loans and the Tranche A-1 Canadian Loans.

“ABL Loans” (the commitments thereunder, the “ABL Commitments”) shall mean the Tranche A Loans and the Tranche A-1 Loans.

³  Amount to be reduced by Tranche A-1 Canadian Facility amount.

B-2

	An amount to be agreed of each of the U.S. ABL Facility and Canadian ABL Facility will be available in the form of ABL Letters of Credit (as defined below). At the Company’s election, all or a portion of the Canadian Commitments may be reallocated from time to time to the U.S. ABL Facility and all or a portion of the U.S. Commitments may be reallocated from time to time to the Canadian ABL Facility up to a cap to be agreed on the maximum size of the Canadian ABL Facility. The obligations in respect of the U.S. ABL Facility will be the joint and several obligations of each of the U.S. Borrowers. Notwithstanding anything herein to the contrary, the Canadian Borrower shall not be jointly or jointly and severally liable with the U.S. Borrowers for any liabilities or obligations of the U.S. Borrowers under the ABL Facility.
	The ABL Facility shall be available to be drawn in US dollars, in the case of the U.S. Loans, and in Canadian dollars, in the case of the Canadian Loans, and other currencies as may be mutually agreed.
Swingline Loans:	In connection with the ABL Facility, Bank of America (in such capacity, the “Swingline Lender”) will make available to the U.S. Borrowers a $75 million swingline facility under which the U.S. Borrowers may make short-term borrowings upon same-day notice (in minimum amounts to be mutually agreed upon and integral multiples to be agreed upon) of up to an amount to be agreed. Except for purposes of calculating the commitment fee described below, any such swingline borrowings will reduce availability under the U.S. ABL Facility on a dollar-for-dollar basis.
	Upon notice from the Swingline Lender, the Lenders will be unconditionally obligated to purchase participations in any swingline loan pro rata based upon their ABL Commitments. The Swingline Lender shall provide a weekly statement of the amount of swingline loans outstanding and settle the outstanding swingline loans with the Lenders on a weekly basis.
	If any Lender becomes a defaulting lender (to be defined in a manner consistent with the ABL Documentation Considerations), then the swingline exposure of such defaulting lender will automatically be reallocated among the non-defaulting lenders pro rata in accordance with their ABL Commitments up to an amount such that the revolving credit exposure of such non-defaulting lender does not exceed its ABL Commitments. In the event such reallocation does not fully cover the exposure of such defaulting lender, the Swingline Lender may require the U.S. Borrowers to repay such “uncovered” exposure in respect of the swingline loans and will have no obligation to make new swingline loans to the extent such swingline loans would exceed the ABL Commitments in respect of the U.S. ABL Facility of the non-defaulting lenders.
Incremental Facilities:	The ABL Documentation will permit the Borrower Entities to increase commitments under the ABL Facility and the Borrower Entities and any of their restricted subsidiaries to obtain new commitments (any such increase or new commitments, an “Incremental ABL Revolving Facility”) and/or add one or more term loan facilities (each, an “Incremental ABL Term Facility”; each of the Incremental ABL Revolving Facility and the Incremental ABL Term Facility, an “Incremental Facility”); provided that (i) no Specified Default (as defined below) exists, or would exist, after giving effect thereto or, in the case of a Limited Condition Acquisition (as defined below), as of the date the definitive acquisition agreements for such Limited

B-3

Condition Acquisition are entered into, (ii) the Company shall deliver at the closing of an Incremental Facility a customary certificate bringing down the representations and warranties, except that if such Incremental Facility is incurred in connection with a permitted acquisition or investment, there shall be no requirement for the Borrower Entities to bring down the representations and warranties unless otherwise required by the lenders providing such Incremental Facility, (iii) the final maturity of any Incremental ABL Term Facility shall be no earlier than the latest final maturity of the ABL Facility and any other then-existing Incremental Facility, (iv) pricing for any Incremental ABL Revolving Facility, in the form of a last-out facility or non-U.S./non-Canadian jurisdiction facility shall be on terms as agreed with the new lenders, with no “MFN”, (v) pricing for any Incremental ABL Revolving Facility not in the form of a last-out facility or non-U.S./non-Canadian jurisdiction facility shall be on terms as agreed with the lenders providing such Incremental ABL Revolving Facility, provided that the ABL Facility shall benefit from “MFN” pricing protection with a 25 bps cushion, (vi) the borrowing base and related foreign collateral and subsidiary guarantees with respect to any non-U.S./non-Canadian jurisdiction shall be on terms agreed with the lenders providing such facility and reasonably satisfactory to the Administrative Agent, (vii) the jurisdiction and currency of any non-U.S./non-Canadian Incremental Facility shall be on terms agreed with the lenders providing such facility and reasonably satisfactory to the Administrative Agent, (viii) after giving effect to any Incremental Facility, the aggregate amount of commitments and the aggregate principal outstanding amounts under all Incremental Facilities shall not exceed $400 million and the aggregate amount of commitments under the ABL Facility and principal outstanding amounts under any Incremental ABL Term Facilities shall not exceed $1,800 million, (ix) annual amortization of an Incremental ABL Term Facility shall be subject to a cap to be agreed (but not less than 1% per annum), (x) except in the case of new commitments to non-U.S./non-Canadian subsidiaries, no Incremental Facility shall be guaranteed by subsidiaries that are not Guarantors (as defined below) or be secured on a senior basis, and (xi) any Incremental ABL Revolving Facility shall be on terms and pursuant to documentation applicable to the ABL Facility, except (a) as set forth above and (b) any commitment, arrangement, upfront or similar fees that may be agreed to among the Borrower Entities and the lenders providing such additional commitments and except in the case of an Incremental ABL Revolving Facility in the form of a last-out facility or new commitments to non-U.S./non-Canadian subsidiaries, which shall have terms as may be agreed to among the Borrower Entities and the lenders providing such facility (which terms and documentation, in the case of a last-out facility, shall be reasonably satisfactory to the Administrative Agent). Any Incremental ABL Term Facility shall reduce borrowing availability under the ABL Facility. An Incremental ABL Revolving Facility may provide commitments for additional Tranche A Loans or Tranche A-1 Loans or may be in the form of a separate “first-in, last-out” tranche (subject to customary requirements consistent with the ABL Precedent Documentation).

As used herein, “Limited Condition Acquisition” means any acquisition permitted pursuant to the ABL Documentation whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

The Borrower Entities may, but shall not be required to, seek commitments in respect of the Incremental ABL Facilities from existing Lenders (each of which shall be entitled to agree or decline to participate, in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Lenders

B-4

	in connection therewith (“Additional Lenders”); provided that the Administrative Agent, the Swingline Lender and the Issuing Bank shall have consent rights (not to be unreasonably withheld) with respect to such Additional Lender, if such consent would be required under the heading “Assignments and Participations” for an assignment of loans or commitments, as applicable, to such Additional Lender.
Purpose:	(A) The letters of credit and proceeds of ABL Loans (except as set forth below) may be used by the Borrower Entities and their subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions and other permitted investments and dividends and other permitted distributions on account of the capital stock of the Company, to finance the Transactions as set forth in Exhibit A to the Commitment Letter, to refinance indebtedness of UWWH and its subsidiaries existing on the Closing Date and to pay fees and expenses in connection with any of the foregoing.
	(B) The proceeds of any Incremental Facility may be used by the Borrower Entities and their subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions, other permitted investments and dividends and other permitted distributions on account of the capital stock of the Company.
Availability:	Overall borrowing availability under the ABL Facility, which will be determined separately for the U.S. ABL Facility and the Canadian ABL Facility, will be equal to the lesser of (a) the aggregate amount of applicable ABL Commitments and (b) the applicable Borrowing Base (such lesser amount at any time, the “Maximum Borrowing Amount”). “Excess Availability” means at any time (x) the aggregate Maximum Borrowing Amount minus (y) the sum of the aggregate outstanding amount of ABL Loans (including protective advances), swingline borrowings (in the case of the U.S. ABL Facility), unreimbursed drawings under ABL Letters of Credit and the undrawn amount of outstanding ABL Letters of Credit under each ABL Facility. Any unutilized U.S. Borrowing Base under the U.S. ABL Facility may be utilized by the Canadian Borrower under the Canadian ABL Facility.
	All borrowings shall be borrowed first as Tranche A-1 Loans and thereafter as Tranche A Loans.
	Subject to the Borrowing Base, the ABL Facility will be available on and after the date that all Conditions have been satisfied (the “Closing Date”) and at any time prior to the final maturity of the ABL Facility. Additionally, subject to availability under the Borrowing Base, letters of credit issued under facilities no longer available to the Borrower Entities or their subsidiaries as of the Closing Date may be “rolled over” on the Closing Date and/or new letters of credit may be issued on the Closing Date in order to, among other things, backstop or replace letters of credit outstanding on the Closing Date under such facilities. Otherwise, letters of credit and ABL Loans will be available at any time that is five business days prior to the final maturity of the ABL Facility, in minimum principal amounts to be agreed upon. Amounts repaid under the ABL Facility may be reborrowed.
Interest Rates and Fees:	As set forth on Annex I hereto.

B-5

Default Rate:	With respect to overdue principal, at the applicable interest rate plus 2.00% per annum, and with respect to any other overdue amount (including overdue interest), at the interest rate applicable to ABR loans (as defined in Annex I) plus 2.00% per annum, which, in each case, shall be payable on demand.
Letters of Credit:	An aggregate to be mutually agreed will be available to the Borrower Entities for the purpose of issuing letters of credit under the U.S. ABL Facility and the Canadian ABL Facility (the “ABL Letters of Credit”). ABL Letters of Credit will be issued by Bank of America (or an affiliate) under the U.S. ABL Facility and under the Canadian ABL Facility and/or, in each case, one or more other Lenders who agree to issue such letters of credit reasonably acceptable to the Borrower and the Administrative Agent (each an “Issuing Bank”). Each ABL Letter of Credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the fifth business day prior to the final maturity of the ABL Facility; provided that any ABL Letter of Credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above, except to the extent agreed to by the Issuing Bank and cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank). The face amount of any outstanding ABL Letter of Credit (and, without duplication, any unpaid drawing in respect thereof) will reduce availability under the ABL Facility on a dollar-for-dollar basis.
	Drawings under any ABL Letter of Credit shall be reimbursed by the relevant Borrower Entity (whether with its own funds or with the proceeds of loans under the ABL Facility) within one business day after notice of such drawing is received by it from the relevant Issuing Bank (with interest payable thereon as customarily provided). The Lenders will be irrevocably and unconditionally obligated to acquire participations in each letter of credit, pro rata in accordance with their ABL Commitments, and to fund such participations in the event the Borrower Entities do not reimburse an Issuing Bank for drawings within the time period specified above.
	If any Lender becomes a defaulting lender, then the ABL Letter of Credit exposure of such defaulting lender will automatically be reallocated among the non-defaulting lenders pro rata in accordance with their ABL Commitments up to an amount such that the revolving credit exposure of such non-defaulting lender does not exceed its commitments. In the event that such reallocation does not fully cover the ABL Letter of Credit exposure of such defaulting lender, the applicable Issuing Bank may require the Borrower Entities to cash collateralize such “uncovered” exposure in respect of each outstanding ABL Letter of Credit and will have no obligation to issue new ABL Letters of Credit, or to extend, renew or amend existing ABL Letters of Credit to the extent ABL Letter of Credit exposure would exceed the ABL Commitments of the non-defaulting lenders, unless such “uncovered” exposure is cash collateralized to the Issuing Bank’s reasonable satisfaction.
Final Maturity:	The ABL Facility will mature, and lending commitments thereunder will terminate, on the date that is five years after the Closing Date. The ABL Documentation shall contain customary “amend and extend” provisions pursuant to which individual Lenders may agree to extend the maturity date of their outstanding ABL Commitments or commitments under any Incremental ABL Facility (which may include, among other things, an increase in the interest rate payable with respect to the loans under such facilities or the undrawn commitment

B-6

	fee payable with respect to such commitments, with such extensions not subject to any “default stoppers”, financial tests or “most favored nation” pricing provisions) upon the request of the Borrower Entities and without the consent of any other Lender (it is understood that (i) no existing Lender will have any obligation to commit to any such extension and (ii) each Lender under the class being extended shall have the opportunity to participate in such extension on the same terms and conditions as each other Lender under such class).
Borrowing Base:	The Borrowing Base will be calculated separately for the U.S. Borrowers and the Canadian Borrower. In each case, it will be comprised of the Tranche A Borrowing Base plus the Tranche A-1 Borrowing Base (together the “Borrowing Base”).
	The “Tranche A Borrowing Base” at any time shall equal the sum of:
	(a)    the lesser of 85% of the appraised net orderly liquidation value of eligible inventory and 85% of the cost of eligible inventory (in each case including eligible in-transit and letter of credit inventory) of the relevant Borrower Entities and the relevant Guarantors, plus
	(b)    85% of eligible accounts receivable of the relevant Borrower Entities and the relevant Guarantors, plus
	(c)    90% of eligible credit card receivables of the relevant Borrower Entities and the relevant Guarantors, minus
	(d)    customary reserves (as described below).
	The “Tranche A-1 Borrowing Base” at any time shall equal the sum of:
	(a)    the lesser of 5% of the appraised net orderly liquidation value of eligible inventory and 5% of the cost of eligible inventory (in each case including eligible in-transit and letter of credit inventory) of the relevant Borrower Entities and the relevant Guarantors, plus
	(b)    5% of eligible accounts receivable of the relevant Borrower Entities and the relevant Guarantors, plus
	(c)    5% of eligible credit card receivables of the relevant Borrower Entities and the relevant Guarantors.
	Eligibility criteria for eligible inventory, eligible accounts receivable, eligible credit card receivables, eligible in-transit inventory and eligible letter of credit inventory shall be set forth in the ABL Documentation in a manner consistent with the ABL Documentation Considerations.
	The Borrowing Base will be computed by the Borrower Entities monthly (or more frequently as the Borrower Entities may elect; provided that if such election is exercised, it must be continued until the date that is 60 days after the date of such election), and a certificate (the “Borrowing Base Certificate”) presenting the Borrower Entities’ computation of the Borrowing Base will be delivered to the Administrative Agent promptly, but in no event later than the 25th calendar day

B-7

	following the end of each calendar month; provided, however, that during the continuance of a Cash Dominion Period, the Borrower Entities will be required to compute the Borrowing Base and deliver a Borrowing Base Certificate on a weekly basis until the date on which such Cash Dominion Period is cured or waived; provided, further, that in the event of a sale or other disposition of a material amount of ABL Priority Collateral (or a sale or other disposition of the stock of a Borrower Entity or a Guarantor that owns a material amount of ABL Priority Collateral), promptly following the consummation of such sale or other disposition, the Borrower Entities will be required to deliver an updated Borrowing Base Certificate which computes the Borrowing Base after giving effect to such sale or other disposition.
	The Administrative Agent will have the right to establish and modify reserves against the Borrowing Base assets in its Permitted Discretion (as defined in the ABL Precedent Documentation), with five business days’ prior written notice to the Borrower Entities.
Guarantees:	All obligations of the Borrower Entities under the ABL Facility (the “Borrower ABL Obligations”) and under any interest rate protection or other swap or hedging arrangements (other than any obligation of any Guarantor to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (a “Swap”) if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Loan Party of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof)) and obligations under cash management arrangements, in each case identified by the Borrower Entities and entered into with a Lender, Lead Arranger, Joint Bookrunner, the Administrative Agent or any affiliate of a Lender, Lead Arranger, Joint Bookrunner or the Administrative Agent at the time such transaction is entered into as well as certain non-lender parties (“Hedging/Cash Management Arrangements”) will be unconditionally and irrevocably guaranteed jointly and severally on a senior basis (the “ABL Guarantees”) by each existing and subsequently acquired or organized direct or indirect wholly owned restricted subsidiary of the Borrower Entities (the “Subsidiary Guarantors”) and by Holdings (together with the Subsidiary Guarantors, the “Guarantors”; the Guarantors together with the Borrower Entities, the “Loan Parties”); provided that the Subsidiary Guarantors shall not include (a) unrestricted subsidiaries, (b) immaterial or other excluded subsidiaries (to be defined in a mutually acceptable manner), (c) any subsidiary (x) that is prohibited from guaranteeing the ABL Facility by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or on the date any such subsidiary is acquired (so long as, in respect of any such contractual prohibition, such prohibition is not incurred in contemplation of such acquisition), or (y) that would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee, or (z) for which the provision of a Guarantee would result in a material adverse tax consequence (including as a result of the operation of Section 956 of the Internal Revenue Code of 1986, as amended (the “IRS Code”), or any similar law or regulation in any applicable jurisdiction) to the Borrower or one of its subsidiaries (as reasonably determined by the Borrower in consultation with the Administrative Agent), (d) any direct or indirect non-U.S. subsidiary (other than, solely in the case of the Canadian ABL Facility, any direct or indirect wholly owned restricted subsidiary of the

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	Borrower Entities that is organized under the laws of Canada or any province or other political subdivision thereof and, where such entity organized in Canada is an entity other than a corporation, which is a resident of Canada for the purposes of the Income Tax Act (Canada) (each, a “Canadian Subsidiary”)) of the Company (it being understood that a direct or indirect U.S. subsidiary of the Company, substantially all of whose assets consist of capital stock and/or indebtedness of one or more foreign subsidiaries, intellectual property relating to such foreign subsidiaries and any other assets incidental thereto (a “FSHCO”), will be deemed a non-U.S. subsidiary for purposes of this provision) or any direct or indirect U.S. subsidiary of a direct or indirect non-U.S. subsidiary of a Borrower Entity and (e) any not-for-profit subsidiaries, captive insurance companies or other special purpose subsidiaries.
	Notwithstanding the foregoing, subsidiaries may be excluded from the guarantee requirements in circumstances where the Administrative Agent and the Borrower reasonably agree that the cost of providing such a guarantee is excessive in relation to the value afforded thereby. Notwithstanding anything herein to the contrary, no Canadian Borrower or Canadian Subsidiary shall be required to guarantee the obligations of any Borrower Entity or Guarantor under the U.S. ABL Facility.
Security:	Subject to the limitations set forth below in this section and subject to the Limited Conditionality Provisions, the Borrower ABL Obligations, the ABL Guarantees and the Hedging/Cash Management Arrangements (collectively, the “ABL Secured Obligations”) will be secured by:
	(i) a perfected first priority (subject to certain permitted liens) security interest in substantially all personal property of the Borrower Entities and the Guarantors consisting of all accounts receivable, credit card receivables, other receivables, inventory, cash, deposit accounts, securities and commodity accounts, documents, supporting obligations, books and records related to the foregoing (but excluding, for the avoidance of doubt, intellectual property; provided that, subject to any applicable intercreditor agreements, the Administrative Agent shall have a license allowing the use of such intellectual property and customary access rights as may be necessary or desirable for the liquidation of the ABL Collateral in addition to the benefit of other customary intercreditor provisions relating to access and use of non-ABL Collateral) and general intangibles evidencing, governing, securing or otherwise relating to the foregoing (the “ABL General Intangibles”) other property that is customarily treated as priority collateral for similar asset-based lending facilities and, in each case, proceeds (including insurance proceeds) in respect thereof (other than Excluded Collateral (to be defined in a mutually agreeable manner given effect to the ABL Documentation Considerations), the “ABL Priority Collateral”).
	(ii) a security interest in substantially all the present and after-acquired tangible and intangible assets of the Borrower Entities and each Subsidiary Guarantor, and in the capital stock of the Borrower Entities, including the capital stock of Unisource owned by Holdings (collectively, but excluding the ABL Priority Collateral, Excluded Collateral and Excluded Assets (to be defined in a mutually agreeable manner), the “Non-ABL Priority Collateral” and together with the ABL Priority Collateral, the “ABL Collateral”), which may be second in priority (subject to an intercreditor agreement in form and substance generally consistent with the ABL Documentation Precedent, taken as a whole) to the extent the Borrower Entities have

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incurred obligations secured by a first priority lien on the Non-ABL Priority Collateral and which shall include (except as to Excluded Assets) but not be limited to (a) a perfected pledge of all the capital stock of the Borrower Entities and each direct, wholly owned material restricted subsidiary held by the Borrower Entities or any Subsidiary Guarantor (which pledge, in the case of the U.S. ABL Facility and any non-U.S. subsidiary, shall be limited to 65% of each series of capital stock of such foreign subsidiary, it being understood that a FSHCO will be deemed a non-U.S. subsidiary for purposes of this provision) and (b) perfected security interests in, and mortgages on, equipment, general intangibles (other than ABL General Intangibles), investment property, intellectual property, material fee-owned real property, intercompany notes and proceeds of the foregoing (it being understood that, in the case of any material fee-owned real property located in a flood zone, evidence of appropriate flood insurance shall be presented to the Collateral Agent prior to or concurrently with any mortgage being granted thereon).

The pledges of and security interests in and mortgages on the ABL Priority Collateral and the Non-ABL Priority Collateral granted by each of the Borrower Entities and Guarantors shall secure its own respective ABL Secured Obligations. For the avoidance of doubt, (I) no actions in any non-U.S./non-Canadian jurisdiction or required by the laws of any non-U.S./non-Canadian jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or Canada or to perfect any security interests therein (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S./non-Canadian jurisdiction) and (II) to the extent not automatically perfected by filings under the Uniform Commercial Code or PPSA in the proper jurisdictions, no Loan Party shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically requiring perfection through control (but excluding the assets described in (x) clause (ii)(a) above and deposit accounts and (y) securities accounts as described under the heading “Cash Dominion”).

All the above-described pledges, security interests and mortgages shall be created on terms substantially similar to those set forth in the ABL Precedent Documentation, after giving effect to the ABL Documentation Considerations (as defined below); and none of the ABL Collateral shall be subject to other pledges, security interests or mortgages, other than certain customary permitted encumbrances and other exceptions and baskets to be set forth in the ABL Documentation, substantially similar to the exceptions and baskets set forth in the ABL Precedent Documentation, after giving effect to the ABL Documentation Considerations. Without limiting the foregoing, the ABL Documentation will allow additional debt that is permitted under the ABL Documentation to be incurred and secured on a junior priority basis with respect to the ABL Priority Collateral and on (at the Borrower’s option) a first, pari passu or junior priority basis with respect to the Non-ABL Priority Collateral.

Notwithstanding the foregoing, all assets included in the Borrowing Base shall be included in the ABL Collateral and the ABL Priority Collateral.

Notwithstanding anything herein to the contrary, the ABL Secured Obligations of the U.S. Borrowers and the Subsidiary Guarantors (other than Canadian Subsidiaries) shall not be required to be secured by any ABL Collateral of the Canadian Borrower or the Canadian Subsidiaries.

B-10

Cash Management/Cash Dominion:	The Borrower Entities and the Guarantors shall use commercially reasonable efforts to obtain account control agreements on the primary domestic (and, solely in the case of the Canadian ABL Facility, Canadian) concentration accounts of the Borrower Entities and the Guarantors as soon as possible and in any event within 120 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree). If such arrangements are not obtained within 120 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), the Borrower Entities and the Guarantors shall be required to use commercially reasonable efforts to move their bank accounts to the Administrative Agent or another bank that will provide control agreements. During a Cash Dominion Period (as defined below), all amounts in controlled concentration accounts (or in any other material deposit account that is not swept on a regular basis into a controlled concentration account) will be swept into a collection account maintained with the Administrative Agent and used to repay borrowings under the ABL Facility, subject to customary exceptions and thresholds consistent with the ABL Documentation Considerations (which shall include maintenance of funds by the Borrower Entities and Guarantors, subject to customary limitations and in an amount to be agreed, for purposes of funding ongoing operations and working capital requirements, including, subject to such limitations, when extensions of credit are not permitted under the ABL Facility).
	“Cash Dominion Period” means the period (a) from the date that Specified Availability is less than the 10% Trigger on any five consecutive business days, continuing until Specified Availability exceeds the 10% Trigger for 20 consecutive calendar days or (b) from the date on which a Specified Default has occurred, for so long as such Specified Default is continuing. “10% Trigger” means at any time of determination the greater of (x) 10% of the Maximum Borrowing Amount and (y) $90 million. “Specified Default” shall mean any payment or bankruptcy event of default, a misrepresentation of the Borrowing Base in any material respect, a failure to deliver any required Borrowing Base Certificate (following the applicable grace period) and any event of default arising from breach of the cash management provisions (following the applicable grace period).
	“Specified Availability” shall mean at any time the sum of Excess Availability plus Specified Unrestricted Cash (to be defined in a mutually agreeable manner giving effect to the ABL Documentation Considerations and subject to appropriate reporting requirements) (but excluding the cash proceeds of any Specified Equity Contribution) plus Specified Suppressed Availability.
	“Specified Suppressed Availability” shall mean an amount, if positive, by which the Borrowing Base exceeds the aggregate amount of the ABL Commitments; provided that if Excess Availability is less than the lesser of (i) 5% of the lesser of (x) the aggregate amount of the ABL Commitments and (y) the Borrowing Base and (ii) $50 million, Specified Suppressed Availability shall be zero.
Mandatory Prepayments:	If at any time, the aggregate amount of outstanding ABL Loans, unreimbursed ABL Letter of Credit drawings and undrawn ABL Letters of Credit under any given ABL Facility exceeds the Maximum Borrowing Amount for that ABL Facility, then the relevant Borrower Entity will be required to repay outstanding ABL Loans and cash collateralize outstanding ABL Letters of Credit in an aggregate amount equal to such excess, with no reduction of the ABL Commitments. So long as there are any Tranche A Loans outstanding, prepayments shall be applied first to a prepayment of Tranche A Loans.

B-11

Voluntary Prepayments and Reductions in Commitments:	Voluntary reductions of the unutilized portion of the ABL Facility commitments and voluntary prepayments of borrowings under the ABL Facility will be permitted at any time on one business day’s notice (which notice may be revocable), in minimum principal amounts to be agreed upon, without premium or penalty, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period. Voluntary payments shall be applied first to accrued interest on the amount of Tranche A Loans prepaid, second, to the outstanding Tranche A Loans as directed by the Borrower, third, to accrued interest on the amount of Tranche A-1 Loans prepaid and fourth, to the outstanding Tranche A-1 Loans as directed by the Borrower.
Conditions to Initial Borrowing:	Subject to the Limited Conditionality Provisions, the availability of the initial borrowing and other extensions of credit under the ABL Facility on the Closing Date (including the First Draw and the Second Draw) will be subject solely to (a) the applicable conditions set forth in the Section of the Commitment Letter titled “Conditions” and in the Summary of Additional Conditions, (b) the condition that the Specified Representations shall be true and correct in all material respects on and as of the Closing Date (although any Specified Representation which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be) and (c) delivery of a Borrowing Base Certificate prepared as of the last day of the last month ended at least 25 calendar days prior to the initial extension of credit.
Conditions to All Borrowings:	After the Closing Date, the making of each extension of credit under the ABL Facility (except in connection with certain incurrences, including under any Incremental ABL Facility) shall be conditioned upon (a) delivery of a customary borrowing/issuance notice, (b) the accuracy of representations and warranties in all material respects on such date (although any representation or warranty which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), (c) the absence of defaults or events of default at the time of, and after giving effect to the making of, such extension of credit and (d) availability under the Borrowing Base.
ABL Documentation:	The definitive financing documentation for the ABL Facility (the “ABL Documentation”) shall initially be drafted by counsel for the Borrower Entities and contain the terms set forth in this Exhibit B and, to the extent any other terms are not expressly set forth in this Exhibit B, will (i) be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date in coordination with the Merger Agreement, and taking into account the timing of the syndication of the ABL Facility and (ii) contain only those conditions, representations, events of default and covenants set forth in this Exhibit B and such other terms as the Borrower Entities and the Lead Arrangers shall reasonably agree; it being understood and agreed that the ABL Documentation shall be based on, and substantially consistent with, after giving effect to the specific terms set forth in this

B-12

	Exhibit B, (x) that certain ABL Credit Agreement, dated as of April 12, 2012, among HD Supply, Inc. and the other Loan Parties (as therein defined) party thereto, General Electric Capital Corporation, as administrative agent and U.S. ABL collateral agent, and the other lenders from time to time party thereto, together with the guarantee, security and intercreditor documentation delivered in connection therewith (the “ABL Precedent”) and (y) for those provisions not addressed in the ABL Precedent, recent large, broadly syndicated asset-based lending facilities for affiliates of major private equity sponsors (collectively, the “ABL Precedent Documentation”) and subject to (a) materiality qualifications and other exceptions that give effect to and/or permit the Transactions, (b) certain baskets, thresholds and exceptions that are to be agreed in light of the Consolidated EBITDA and leverage level of the Borrower Entities and their subsidiaries, (c) such other modifications to reflect the operational and strategic requirements of the Borrower Entities and their subsidiaries (after giving effect to the Transactions) in light of their size, industry (and risks and trends associated therewith), geographic locations, businesses, business practices, operations, financial accounting and the Projections, (d) modifications to reflect changes in law or accounting standards since the date of the ABL Precedent Documentation and (e) modifications to reflect reasonable administrative, agency and operational requirements of the Administrative Agent (collectively, the “ABL Documentation Considerations”).
Representations and Warranties:	Usual for facilities and transactions of this type, in each case (including as to exceptions, qualifications and limitations for materiality) consistent with asset-based syndicated loan financings and no less favorable than the ABL Precedent Documentation (to be applicable to Holdings, the Borrower Entities and their restricted subsidiaries only): financial statements; solvency on the Closing Date; no Material Adverse Effect (as defined below) (after the Closing Date); corporate existence and good standing; compliance with laws (including the Patriot Act, FCPA and OFAC); corporate power and authority; enforceability of ABL Credit Facility Documentation; governmental and third-party consents; no conflict with law, contractual obligations or organizational documents; no material litigation or proceedings; no defaults (after the Closing Date); ownership of property; intellectual property; taxes; governmental regulation (including Federal Reserve and margin regulations); ERISA and Canadian pension laws; creation and perfection of security interests; Investment Company Act; ownership of subsidiaries; use of proceeds; environmental matters; eligible accounts and eligible inventory; and accuracy of disclosure to the Closing Date.
	“Material Adverse Effect” shall mean any event, circumstance or condition that has had or would reasonably be expected to have a material and adverse effect on (a) the business or financial condition of the Borrower Entities and their restricted subsidiaries, taken as a whole, (b) the ability of the Borrower Entities and the Guarantors, taken as a whole, to perform their payment obligations under the ABL Documentation or (c) the rights and remedies of the Administrative Agent and the Lenders under the ABL Documentation, taken as a whole.
Affirmative Covenants:	Usual for facilities and transactions of this type in each case (including as to exceptions, qualifications and limitations for materiality) consistent with asset-based syndicated loan financings but, in any event, no more restrictive than the ABL Documentation Precedent, to apply to the Company and its material restricted subsidiaries and limited to the following: delivery of annual audited and quarterly unaudited consolidated financial statements prepared in accordance with GAAP

B-13

	within 90 days of the end of any fiscal year and 45 days of the end of the first three fiscal quarters of any fiscal year (with extended time periods of 120 days for delivery of the first annual and 60 days for delivery of the first three quarterly financial statement after the Closing Date), and, in connection with the annual financial statements, an annual audit opinion from nationally recognized auditors that is not subject to any qualification as to “going concern” or scope of the audit (other than any exception or qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date under the ABL Facility or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period), quarterly delivery of a management discussion and analysis, customary annual budget reports (with delivery time periods to be consistent with the delivery requirements for the audited annual financial statements), officers’ compliance certificates, borrowing base certificates and appropriate supporting data for such borrowing base certificates, copies of financial statements or other reports sent to public security holders or filed with the SEC; copies of any registrations or amendments filed with the SEC; and other information reasonably requested by the Administrative Agent, payment of taxes, maintenance of existence, maintenance of property; insurance, visitation and inspection rights (including field exams and appraisal rights (subject to limitations to be agreed (but in any event no less favorable than such limitations in similar asset-based syndicated loan financings) on the number of appraisals and field examinations that may be conducted in any calendar year), notices of defaults, material litigation, material ERISA, material Canadian pension law, material environmental events and material loss, damage or destruction to the ABL Collateral; compliance with environmental laws; and provision of guarantees by after-acquired subsidiaries and security interests in after-acquired property.
Negative Covenants:	Usual for facilities and transactions of this type in each case (including as to exceptions, qualifications and limitations for materiality) consistent with asset-based syndicated loan financings but, in any event, no more restrictive than that certain Credit Agreement, dated as of March 15, 2011 and as amended, supplemented or otherwise modified prior to the date hereof, among Unisource, Graphic Communications Holdings, Inc., Unisource Canada, UWWH, the subsidiaries of UWWH from time to time party thereto, Bank of America, N.A., as administrative agent, and the other lenders from time to time party thereto (the “Existing Unisource Credit Agreement”) and the ABL Precedent Documentation, to apply to the Company and its material restricted subsidiaries and limited to the following:
	a)      limitations on mergers, consolidations and sales of all or substantially all assets (with exceptions to include mergers, consolidations and sales upon satisfaction of the Payment Condition);  b)    limitations on dividends, prepayment of subordinated debt and other restricted payments, which shall permit, among other things, dividends, prepayment of subordinated debt and other restricted payments up to the Available Amount Basket if there is no continuing default or event of default and the Consolidated Coverage Ratio is at least equal to 2.00 to 1.00 (in addition, other baskets shall permit (i) customary payments or distributions to pay the tax liabilities of any direct or indirect parent, to the extent such payments cover taxes that are attributable to the activities of the Borrower Entities or their subsidiaries or such parent’s ownership of the Borrower Entities or their subsidiaries, (ii) payment of legal, accounting

B-14

and other ordinary course corporate overhead or other operational expenses of any such parent not to exceed an amount to be agreed in any fiscal year and for the payment of franchise or similar taxes, (iii) subject to no continuing event of default, dividends, distributions or redemptions using the Available Equity Basket, (iv) dividends, distributions or redemptions in connection with the Transactions, (v) subject to no continuing Specified Default, an annual dividend to shareholders in an amount per annum equal to up to 6% of the market capitalization of Spinco (provided that any payment made in reliance on this clause (v) shall be included as a fixed charge in subsequent calculations of the Fixed Charge Coverage Ratio), (vi) dividends, restricted acquisitions and other restricted payments upon satisfaction of the Payment Condition, (vii) the Special Payment and any earn-out payable to International Paper as contemplated under the Contribution Agreement, (viii) payments in respect of the Tax Matters Agreement and the Tax Receivable Agreement (each as defined in the Merger Agreement) and distributions to Holdings to allow Holdings to make such payments, (ix) refinancing or exchanges of subordinated debt for permitted debt, (x) conversion of subordinated debt to common or “qualified preferred” equity and (xi) other customary exceptions applicable to the prepayment of subordinated debt;

c)      limitations of changes in the nature of business;

d)      limitations on the incurrence of debt and guaranties, which shall permit, among other things, (i) indebtedness constituting indemnities and adjustments under the Contribution Agreement or the Merger Agreement, (ii) indebtedness under non-speculative hedging arrangements or under agreements providing cash management services or similar financial accommodations, (iii) permitted receivables securitizations and factoring arrangements, (iv) any indebtedness of the Company and its subsidiaries incurred prior to the Closing Date which remains outstanding and is permitted to remain outstanding, (v) indebtedness arising from agreements providing for adjustments of purchase price or “earn outs” entered into in connection with permitted acquisitions, (vi) certain guarantee obligations, (vii) indebtedness (including purchase money indebtedness) incurred in connection with the acquisition, leasing, construction or improvement of fixed assets, (viii) indebtedness incurred or assumed in connection with, or as a result of, a permitted acquisition, (ix) indebtedness constituting a permitted investment in a subsidiary of the Company, (x) secured indebtedness of the Company or any of its restricted subsidiaries subject to pro forma compliance with a Consolidated Net Secured Leverage Ratio (to be defined in a manner consistent with the ABL Precedent Documentation) to be mutually agreed, (xi) a general debt basket in an amount to be agreed, (xii) a foreign subsidiary debt basket in an amount to be agreed, (xiii) indebtedness incurred to finance insurance premiums of the Company and its restricted subsidiaries, (xiv) indebtedness incurred upon satisfaction of the Payment Condition, (xv) other customary exceptions, and (xvi) permitted refinancings of any of the foregoing;

B-15

  e)   limitations on liens, which shall permit, among other things, (i) liens in effect as of the Closing Date, (ii) liens on fixed assets securing capital leases and purchase money indebtedness, (iii) liens, other than pari passu or senior liens, on accounts or inventory of the Loan Parties, except with the consent of the Administrative Agent (such consent not to be unreasonably withheld) (with junior liens on accounts or inventory of Loan Parties to be subject to intercreditor arrangements generally consistent with the ABL Documentation Precedent, taken as a whole) incurred in connection with, or as a result of, a permitted acquisition, (iv) a general lien basket in an amount to be agreed, (v) a foreign subsidiary lien basket equal to the size of the foreign subsidiary debt basket, (vi) liens on insurance policies, (vii) liens securing indebtedness permitted under clause (x) of paragraph (d) above, which liens shall be subject to an intercreditor agreement in form and substance generally consistent with the ABL Documentation Precedent, taken as a whole, and (vii) other customary liens;

 f)     limitations on transactions with affiliates above a threshold to be agreed;

 g)    limitations on investments and acquisitions, which shall permit, among other things, (i) subject to no continuing event of default, unlimited investments in Holdings, the Borrower Entities and their restricted subsidiaries (subject to a cap on investments in non-Guarantors of not less than the greater of a dollar amount to be agreed and a percentage of Consolidated EBITDA to be agreed for the most recently ended four quarter period), (ii) investments in connection with the Transactions, (iii) subject to no continuing event of default, investments using the Available Equity Basket, (iv) intercompany investments by credit parties in non-credit parties so long as such investments are part of a series of transactions that results in the proceeds of the intercompany investments ultimately being invested in (or distributed to) a credit party, (v) intercompany investments, reorganizations and related activities (except to the extent that, as a result thereof, the Borrower Entities cease to exist or their ability to repay the extensions of credit under the ABL Facility is materially impaired) related to tax planning and reorganization (1) that have been identified to the Lead Arrangers by the Company prior to the date hereof, or that have been identified to the Lead Arrangers between the date hereof and the Closing Date and are consented to by the Lead Arrangers (such consent not to be unreasonably withheld), or (2) so long as after giving effect thereto, the security interest of the Lenders in the ABL Collateral, taken as a whole, is not impaired in any material respect (it being understood that the contribution of the equity interests of one or more “first-tier” foreign subsidiaries to a newly created “first-tier” foreign subsidiary shall be permitted), (vi) intercompany loans, advances or indebtedness having a term not exceeding 364 days (inclusive of any rollover or extension of terms) and made in the ordinary course of business, subject to a cap to be agreed, (vii) certain scheduled acquisitions that have been identified to the Lead Arrangers by the Company prior to the Closing Date, (viii) investments existing on the Closing Date, (ix) investments and acquisitions upon satisfaction of the Payment Condition, and (x) other customary exceptions; and

 h)    limitations on negative pledge clauses.

In addition, Holdings will be subject to a covenant relating to its passive holding company status.

B-16

	The negative covenants will be subject, in the case of each of the foregoing covenants, to exceptions, qualifications and “baskets” to be set forth in the ABL Documentation that are substantially consistent with the exceptions, qualifications and “baskets” set forth in the ABL Precedent Documentation and no less favorable than those set forth in the Existing Unisource Credit Agreement, but adjusted to reflect the ABL Documentation Considerations; provided that, subject to the ABL Documentation Considerations, all monetary baskets will include basket builders based on a percentage of consolidated total assets or other financial metric, to be agreed, of the Borrower and its restricted subsidiaries equivalent to the initial monetary amount of each such basket.
	The “Available Amount Basket” shall mean a cumulative amount equal to (a) 50% of cumulative consolidated net income, plus (b) the cash proceeds of new public or private equity issuances of any parent of the Company or the Company (other than disqualified stock and the proceeds of any Specified Equity Contribution), plus (c) capital contributions to the Company made in cash or cash equivalents (other than disqualified stock and the proceeds of any Specified Equity Contribution), plus (d) the net cash proceeds received by the Company from debt and disqualified stock issuances that have been issued after the Closing Date and which have been exchanged or converted into qualified equity (the Available Amount Basket attributable to clause (b), (c) and (d), the “Available Equity Basket”).
	In the case of the incurrence of a Limited Condition Acquisition, at the Borrower’s option, the relevant ratios and baskets shall be determined as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and shall be calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date.
Payment Condition:	The ABL Facility will permit unlimited (i) mergers, consolidations and sales of all or substantially all assets, (ii) dividends, prepayments of subordinated debt and other restricted payments, (iii) unsecured indebtedness and (iv) acquisitions and investments, so long as the Payment Condition is satisfied at the time of such transaction.
	“Payment Condition” means, at any date of determination with respect to a specified payment, (i) after giving pro forma effect to such specified payment, the Fixed Charge Coverage Ratio is at least 1.00 to 1.00 on a trailing four quarter basis and tested based on the most recently completed fiscal quarter for which financial statements were (or were required to have been) delivered, (ii) after giving pro forma effect to such specified payment, no 10% Liquidity Event has occurred and is continuing; provided, however, that the condition set forth in clause (i) shall not be applicable if, after giving pro forma effect to such specified payment, no 15% Liquidity Event has occurred and is continuing and (iii) no Specified Default has occurred and is continuing or would exist immediately after giving effect to the making of such specified payment. “10% Liquidity Event” means Specified Availability under the ABL Facility is less than the 10% Trigger for two consecutive Business Days until Specified Availability exceeds or is equal to the 10% Trigger for 30 consecutive days.

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	“15% Liquidity Event” means Specified Availability under the ABL Facility is less than the greater of (i) 15% of the Maximum Borrowing Amount and (ii) $135 million for two consecutive Business Days until Specified Availability exceeds or is equal to the greater of (i) 15% of the Maximum Borrowing Amount and (ii) $135 million for 30 consecutive days.
Financial Maintenance Covenant:	If Specified Availability under the ABL Facility is less than the 10% Trigger and continuing until Specified Availability is greater than or equal to the 10% Trigger for 20 consecutive calendar days (such period, a “Compliance Period”), the Borrower shall comply on a quarterly basis with a minimum Fixed Charge Coverage Ratio of at least 1.00 to 1.00 on a trailing four quarter basis and tested (i) immediately upon the occurrence of the 10% Trigger based on the most recently completed fiscal quarter for which financial statements were (or were required to have been) delivered and (ii) on the last day of each fiscal quarter of the Borrower ending during a Compliance Period.
	For purposes of determining compliance with the foregoing Fixed Charge Coverage Ratio covenant, cash equity contributions (which shall be common equity or otherwise in a form reasonably acceptable to the Administrative Agent) made to the Borrower within 10 business days after the occurrence of the 10% Trigger or otherwise on or prior to the day that is 10 business days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for purposes of determining compliance with the Fixed Charge Coverage Ratio at the end of such fiscal quarter and applicable subsequent periods that include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the Fixed Charge Coverage Ratio for the relevant fiscal quarter, (c) all Specified Equity Contributions shall be disregarded for purposes of calculating Consolidated EBITDA, determining pricing, financial ratio-based conditions and any financial ratio-based or Consolidated EBITDA-based baskets with respect to the covenants contained in the ABL Documentation (other than the foregoing Fixed Charge Coverage Ratio covenant), (d) during the term of the ABL Facility, no more than five Specified Equity Contributions may be made, (e) the Lenders shall not have any obligation to fund advances under the ABL Facility until the Specified Equity Contribution necessary to cause the Borrower to be in compliance with the Fixed Charge Coverage Ratio for the relevant fiscal quarter has been made, and (f) there shall be no pro forma reduction in indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Fixed Charge Coverage Ratio for the fiscal quarter for which such Specified Equity Contribution is deemed applied; provided that, to the extent such proceeds are applied to prepay indebtedness, actual reductions in interest expense incurred shall be reflected in determining compliance with the Fixed Charge Coverage Ratio in subsequent fiscal quarters. The ABL Documentation will contain a customary standstill provision with respect to the exercise of remedies during the period in which a Specified Equity Contribution could be made.

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Financial Definitions:	Consolidated EBITDA, Consolidated Coverage Ratio, Consolidated Interest Expense, Consolidated Net Income, Fixed Charge Coverage Ratio and other financial definitions shall be consistent with the equivalent definitions of such terms in the ABL Precedent Documentation, after giving effect to ABL Documentation Considerations, in each case as modified as reasonably agreed to (i) more accurately reflect the business and financial accounting of the Borrower and (ii) address technical clarifications, and in any event shall be no less favorable to the Borrower Entities, with regard to add-backs or otherwise, than the equivalent definitions in the Existing Unisource Credit Agreement.
Unrestricted Subsidiaries:	The ABL Documentation will contain provisions pursuant to which, subject to limitations on loans, advances, guarantees and other investments in unrestricted subsidiaries, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently redesignate any such unrestricted subsidiary as a restricted subsidiary, subject solely to the following terms and conditions: (a) the satisfaction of the Payment Condition and (b) no event of default under the ABL Documentation has occurred or is continuing or would exist after giving effect thereto. Unrestricted subsidiaries will not be subject to the representations and warranties, affirmative or negative covenants or event of default provisions of the ABL Documentation and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining compliance with the financial covenants contained in the ABL Documentation.
Events of Default:	Limited to the following: nonpayment of principal when due; nonpayment of interest or other amounts after a customary five business day grace period; violation of covenants (including, without limitation, the financial covenant) (subject, in the case of affirmative covenants (other than notices of default, maintenance of each Borrower Entity’s existence, failure to deliver the Borrowing Base Certificate (subject to a five Business Day cure period) and failure to comply with the cash management covenant (during a Cash Dominion Period, and subject to a 15-day grace period outside of a Cash Dominion Period) and the use of proceeds covenant, in which cases no cure period shall apply), to a 30-day grace period); incorrectness of representations and warranties in any material respect (subject to a 30-day grace period in the case of misrepresentations that are capable of being cured); cross default and cross acceleration to indebtedness of an amount in excess of an amount to be agreed; bankruptcy or other similar events of Spinco, or the Borrower Entities or their material restricted subsidiaries (with a 60-day grace period for involuntary events); monetary judgments of an amount in excess of an amount to be agreed; ERISA or Canadian pension law events; actual or asserted (in writing) invalidity of significant Guarantees or security interest in ABL Collateral or the failure of any such security interest in the ABL Collateral to be perfected and enforceable in accordance with its terms or of the same effect as to perfection and priority purported to be created thereby; and change of control (it being understood that Bain Capital Partners LLC, Georgia-Pacific LLC and their respective affiliates shall be “permitted holders”).

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Voting:	Amendments and waivers of the ABL Documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans, letter of credit exposure and unused commitments under the ABL Facility (the “Required Lenders”), except that (i) the consent of each Lender directly and adversely affected thereby shall be required with respect to (A) increases in the commitment of (other than with respect to any Incremental ABL Facility to which such Lender has agreed) such Lender (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall not constitute an extension or increase of any commitment), (B) reductions or forgiveness of principal (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment or commitment reduction shall not constitute a reduction or forgiveness in principal), interest (other than a waiver of default interest) or fees, (C) extensions of final maturity (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment or commitment reduction shall not constitute an extension of any maturity date) or the date for the payment of interest or fees and (D) changes in the currency in which any ABL Loan or reimbursement obligation in respect of any ABL Letter of Credit is payable, (ii) the consent of 100% of the Lenders will be required with respect to (A) modifications to any of the voting percentages and (B) releases of all or substantially all of the value of the ABL Guarantees or releases of all or substantially all of the ABL Collateral, (iii) the consent of a 66 2⁄3% of the ABL Commitments (or, if the ABL Commitments have been terminated, outstanding ABL Loans) (the “Supermajority”) shall be required with respect to (A) any changes to the Borrowing Base definition or the component definitions thereof which result in increased borrowing availability, including increases in advance rates under the definition of Borrowing Base (provided that the foregoing shall not impair the ability of the Administrative Agent to add, remove, reduce or increase reserves against the Borrowing Base assets in its Permitted Discretion), (B) any change to waterfall provisions after enforcement or to the priority of the ABL Collateral to any priority subordinated to the initial priority of such ABL Collateral and (C) amendments, modifications or waivers of any provision of the conditions precedent to making ABL Loans, issuing ABL Letters of Credit or making other extensions of credit after the Closing Date, (iv) the consent of the Swingline Lender and/or the Issuing Banks will be required for any amendment that modifies swing-line specific provisions or letter of credit specific provisions, as applicable and (v) customary protections for the Administrative Agent, the Swingline Lender and the Issuing Banks will be provided. Defaulting lenders shall not be included in the calculation of Required Lenders or Supermajority.
	The ABL Documentation shall contain customary provisions for replacing defaulting lenders and terminating their commitments, replacing Lenders claiming increased costs, tax gross ups and similar required indemnity payments and replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the aggregate amount of the loans and commitments under the ABL Facility shall have consented thereto.
Cost and Yield Protection:	The ABL Documentation will include tax gross-up, cost and yield protection provisions substantially consistent with those set forth in the ABL Precedent Documentation (including with respect to the Dodd-Frank Act and the Basel Committee on Banking Regulations and Supervisory Practices).

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Assignments and Participations:	After the Closing Date, the Lenders will be permitted to assign (other than to Disqualified Lenders or the Borrower or any of its affiliates) ABL Loans and ABL Commitments or any Incremental ABL Facility with the consent of the Borrower, the Swingline Lender, the Issuing Banks and the Administrative Agent (in each case not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required after the occurrence and during the continuance of a payment or bankruptcy event of default or for assignments to existing Lenders. Each assignment (other than to another Lender, an affiliate of a Lender or an approved fund) will be in an amount of $25,000,000 (or an integral multiple of $1,000,000 in excess thereof) (or lesser amounts, if agreed between the Borrower and the Administrative Agent) or, if less, all of such Lender’s remaining loans and commitments of the applicable class. The Administrative Agent shall receive a processing and recordation fee of $3,500 for each assignment (it being understood that such recordation fee shall not apply to any assignments by any of the Commitment Parties or any of their affiliates).
	The Lenders will be permitted to sell participations (other than to Disqualified Lenders to the extent that a list of Disqualified Lenders has been provided to the Lenders) in loans and commitments without restriction in accordance with applicable law.
	Voting rights of participants shall be limited to matters set forth under “Voting” above with respect to which the unanimous vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected) would be required.
Expenses and Indemnification:	The Borrower Entities shall pay, if the Closing Date occurs, all reasonable and documented or invoiced out-of-pocket costs and expenses of the Administrative Agent and the Commitment Parties (without duplication) associated with the due diligence investigation (including one inventory appraisal and one field exam), the syndication of the ABL Facility and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the ABL Documentation (including the reasonable fees, disbursements and other charges of counsel identified herein, a single local counsel in each relevant jurisdiction or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed)).
	The ABL Documentation will contain indemnification provisions consistent with the ABL Precedent Documentation.
Governing Law and Forum:	New York.
Counsel to the Administrative Agent, Lead Arrangers and Joint Bookrunners:	Skadden, Arps, Slate, Meagher & Flom LLP.

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ANNEX I TO EXHIBIT B

Interest Rates:	The interest rates under the ABL Facility will be, at the option of the Borrower, initially, Adjusted LIBOR plus 1.50% or ABR plus 0.50%; provided, that any borrowings of Tranche A-1 Loans shall, at the option of the Borrower, initially bear interest at Adjusted LIBOR plus 2.75% or ABR plus 1.75%.
	From and after the delivery by the Borrower to the Administrative Agent of the Borrowing Base Certificate for the first full fiscal quarter completed after the Closing Date, interest rate margins under the ABL Facility shall be determined by reference to the following grid based on the average Excess Availability during the immediately preceding fiscal quarter.

Excess Availability as a percentage of the Maximum Borrowing Amount	Applicable Margin for  Adjusted LIBOR and BA Equivalent Loans			Applicable Margin for ABR Loans and Canadian Prime Rate Loans
> 66.6%		1.25	%		0.25	%
£ 66.6 but >33.3%		1.50	%		0.50	%
£ 33.3%		1.75	%		0.75	%

	; provided, that any borrowings of Tranche A-1 Loans shall bear interest at Adjusted LIBOR or ABR, as applicable, plus the Applicable Margin set forth above plus 125 basis points. All swingline loans will be ABR loans.
	The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if agreed to all relevant Lenders, 9 or 12 months or a period of shorter than 1 month) for Adjusted LIBOR borrowings.
	Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans).
	Interest shall be payable in arrears (a) for loans accruing interest at a rate based on Adjusted LIBOR, at the end of each interest period and, for interest periods of greater than 3 months, every three months, and on the applicable maturity date and (b) for loans accruing interest based on the ABR, quarterly in arrears and on the applicable maturity date.
Letter of Credit Fee:	A per annum fee equal to the spread over Adjusted LIBOR under the ABL Facility will accrue on the aggregate face amount of outstanding letters of credit under the ABL Facility, payable in arrears at the end of each quarter and upon the termination of the respective letter of credit, in each case for the actual number of days elapsed

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over a 360-day year. Such fees shall be paid to the Administrative Agent for distribution to the Lenders pro rata in accordance with the amount of each such Lender’s ABL Commitment, with exceptions for defaulting lenders. In addition, the Borrower shall pay to each Issuing Bank, for its own account, (a) a fronting fee equal to 0.125% of the aggregate face amount of outstanding letters of credit, payable in arrears at the end of each quarter, at maturity and upon the termination of the respective letter of credit, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

Commitment Fees:

The Borrower shall pay a commitment fee for the account of ABL Lenders (other than defaulting lenders) of 0.25% per annum (or, if the average daily unused portion of the ABL Facility exceeds 50%, 0.375%, in each case on the average daily unused portion of the ABL Facility payable quarterly in arrears, calculated based upon the actual number of days elapsed over a 360-day year. Such fees shall be paid to the Administrative Agent for distribution to the ABL Lenders pro rata in accordance with the amount of each such Lender’s ABL Commitment, with exceptions for defaulting lenders.

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EXHIBIT C

SUMMARY OF ADDITIONAL CONDITIONS⁴

1. The Merger shall be consummated substantially concurrently with the funding of the ABL Facility substantially in accordance with the Merger Agreement without any waiver or amendment thereof, or consent thereunder, that is materially adverse to the Lenders unless consented to by Commitment Parties holding more than 50% of the aggregate Commitments (such consent not to be unreasonably withheld), it being understood and agreed that neither any change to the xpedx Valuation Percentage (as defined in the Merger Agreement) nor any increase or reduction in the Special Payment shall be deemed to be materially adverse to the Lenders. Notwithstanding the foregoing, the consummation of the Merger shall not be a condition to the making of the First Draw. Instead it shall be a condition to the making of the First Draw that the Contributions (as defined in the Merger Agreement) shall be consummated substantially in accordance with the Contribution Agreement, without any waiver or amendment thereof, or consent thereunder, that is materially adverse to the Lenders unless consented to by Commitment Parties holding more than 50% of the aggregate Commitments (such consent not to be unreasonably withheld), it being understood and agreed that any increase or reduction in the Special Payment shall be not deemed to be materially adverse to the Lenders.

2. Immediately following the Transactions, neither Holdings nor any of its subsidiaries will have any outstanding third party debt for borrowed money other than the ABL Facility, capitalized lease obligations and Existing Indebtedness listed in Annex I to Exhibit A to the Commitment Letter or that the Lead Arrangers otherwise have agreed (such agreement not to be unreasonably withheld) to permit to remain outstanding.

3. The Commitment Parties shall have received (a) if the Closing Date occurs after May 1, 2014, audited consolidated financial statements of the Borrower and UWWH for the 2013 fiscal year, (b) unaudited consolidated financial statements of the Borrower and UWWH for each quarterly period of 2014 ended at least 60 days prior to the Closing Date and for the same period of 2013 and (c) pro forma financial statements of Holdings, after giving effect to the Transactions for, if the Closing Date occurs after May 1, 2014, the 2013 fiscal year and, if applicable, for the four-quarter period ending with the latest fiscal quarter referred to in clause (b) above.

4. Subject in all respects to the Limited Conditionality Provisions, in the case of the First Draw, xpedx, and, in the case of the Second Draw, the Company and the Canadian Borrower shall have executed and delivered the ABL Documentation, and the Lenders shall have received customary legal opinions, certificates and closing documentation, substantially similar to those delivered in connection with the ABL Precedent Documentation.

5. Subject in all respects to the Limited Conditionality Provisions, (a) the Guarantees shall have been executed and delivered by the Guarantors and be in full force and effect or, in the case of Guarantees to be executed by UWWH and its subsidiaries, such Guarantees shall be executed and become in full force and effect substantially simultaneously with the Second Draw and (b) all documents and instruments required to create and perfect the ABL Administrative Agent’s security interest in the Collateral shall have been executed and delivered by the Borrower Entities and the Guarantors (or, in the case of UWWH and its subsidiaries, such documents and instruments shall be executed substantially

⁴  All capitalized terms used but not defined herein shall have the meanings provided in the Commitment Letter to which this Exhibit C is attached.

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simultaneously with the Second Draw) and, if applicable, be in proper form for filing, and none of the Collateral shall be subject to any other pledges, security interest or mortgages, except for the liens permitted under the ABL Documentation or to be released on or prior to the Closing Date.

6. The Lead Arrangers shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of Holdings substantially in the form of Annex II to this Exhibit C certifying the solvency, after giving effect to the Transactions, of the Borrower Entities and their subsidiaries on a consolidated basis.

7. Subject in all respects to the Limited Conditionality Provisions, the Borrower Entities shall have provided, at least two Business Days prior to the Closing Date, the documentation and other information to the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act to the extent requested in writing at least 10 days prior to the Closing Date.

8. All reasonable and documented out-of-pocket costs and expenses (including, without limitation, legal fees and expenses of Skadden, Arps, Slate, Meagher & Flom LLP and the fees and expenses of appraisers, consultants and other advisors) and compensation payable to the Lenders, the Commitment Letter Parties or the Administrative Agent as set forth in the Fee Letter shall have been paid to the extent due and to the extent invoiced at least 3 Business Days prior to the Closing Date. Any reimbursement pursuant hereto shall be without duplication of any reimbursement to the Lenders, the Commitment Parties or the Administrative Agent and their respective affiliates under any other agreements.

9. The Lead Arrangers shall have been afforded a period of at least 15 consecutive Business Days after delivery of the Confidential Information Memoranda to syndicate the ABL Facility; provided that such 15 consecutive Business Day period shall exclude August 23, 2014 through September 2, 2014.

10. After giving effect to the Transactions, on the Closing Date, Excess Availability shall not be less than $300 million.

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ANNEX I TO EXHIBIT C

Capitalized terms used in the following definitions (other than “Merger Agreement”, “Joint Bookrunners”, “Spinco Material Adverse Effect” and “UWWH Material Adverse Effect”) shall have the meaning given to them in the Merger Agreement, and any references to a “section” shall mean the specified section of the Merger Agreement.

“Spinco Material Adverse Effect” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to (x) the Spinco Business, the Spinco Entities, IP or any of IP’s Subsidiaries with respect to the Spinco Business, or the financial condition or results of operations of the Spinco Business, taken as a whole, or (y) the ability of IP or the Spinco Entities to consummate the Transactions and to perform their obligations under the Merger Agreement and the Transaction Agreements; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has occurred, a Spinco Material Adverse Effect: any adverse effect, change or circumstance, individually or in the aggregate, arising from or relating to (i) general business or economic conditions, including any such conditions as they relate to the Spinco Business and matters generally affecting the industries in which the Spinco Business operates, (ii) national or international political or social conditions, including the engagement by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S., (iii) financial, banking or securities markets, (iv) changes in GAAP, (v) changes in any Laws, (vi) the negotiation or execution of the Merger Agreement or any of the Transaction Agreements, any actions that are required to be taken by the Merger Agreement or the Transaction Agreements, or the pendency or announcement of the Transactions (except that this clause (vi) shall be disregarded for purposes of clause (y) above and as the term “Spinco Material Adverse Effect” is used in Section 5.3 and, to the extent related to Section 5.3, Section 9.3(a)); provided, that, in the case of clauses (i), (ii), (iii), (iv) and (v), such effects, changes or circumstances shall be taken into account in determining whether a Spinco Material Adverse Effect exists or would reasonably be expected to exist, but only if the Spinco Business, the Spinco Entities or IP or any of IP’s Subsidiaries with respect to the Spinco Business are disproportionately affected thereby compared to other operators in the Spinco Business.

“UWWH Material Adverse Effect” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to (x) UWWH, its Subsidiaries or the financial condition or results of operations of UWWH, taken as a whole, or (y) the ability of UWWH to consummate the Transactions and to perform its obligations under the Merger Agreement and the Transaction Agreements; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has occurred, a UWWH Material Adverse Effect: any adverse effect, change or circumstance, individually or in the aggregate, arising from or relating to (i) general business or economic conditions, including any such conditions as they relate to UWWH, and matters generally affecting the industries in which UWWH operates, (ii) national or international political or social conditions, including the engagement by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S., (iii) financial, banking or securities markets, (iv) changes in GAAP, (v) changes in any Laws, (vi) the negotiation or execution of the Merger Agreement or any of the Transaction Agreements, any actions that are required to be taken by the Merger Agreement or the Transaction Agreements or the pendency or announcement of the Transactions (except that this clause (vi) shall be disregarded for purposes of clause (y) above and as the term “UWWH Material Adverse Effect” is used in Section 6.3 and, to the extent related to Section 6.3, Section 9.2(a); provided, that, in the case of clauses (i), (ii), (iii), (iv) and (v), such effects, changes or circumstances shall be taken into account in determining whether a UWWH Material Adverse Effect exists or would reasonably be expected to exist, but only if UWWH and its Subsidiaries are disproportionately affected thereby compared to other operators in UWWH’s business.

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ANNEX II TO EXHIBIT C

Form of Solvency Certificate

Date:         , 201[    ]

To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below:

I, the undersigned, the Chief Financial Officer of             , a                           (the “Borrower”), in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of the date hereof, and based upon (i) facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof) and (ii) such materials and information as I have deemed relevant to the determination of the matters set forth in this certificate, that:

1. This certificate is furnished to the Administrative Agent and the Lenders pursuant to Section      of the Credit Agreement, dated as of                          , 201[    ], among              (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.

2. For purposes of this certificate, the terms below shall have the following definitions:

(a) “Fair Value”

The amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

(b) “Present Fair Salable Value”

The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Borrower and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.

(c) “Stated Liabilities”

The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

(d) “Identified Contingent Liabilities”

The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

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(e) “Will be able to pay their Liabilities as they mature”

For the period from the date hereof through the Maturity Date, the Borrower and its Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable.

(f) “Do not have Unreasonably Small Capital”

For the period from the date hereof through the Maturity Date, the Borrower and its Subsidiaries taken as a whole after consummation of the Transactions is a going concern and has sufficient capital to ensure that it will continue to be a going concern for such period.

3. For purposes of this certificate, I, or officers of the Borrower under my direction and supervision, have performed the following procedures as of and for the periods set forth below.

(a) I have reviewed the financial statements (including the pro forma financial statements) referred to in Section      of the Credit Agreement.

(b) I have knowledge of and have reviewed to my satisfaction the Credit Agreement.

(c) As chief financial officer of the Borrower, I am familiar with the financial condition of the Borrower and its Subsidiaries.

4. Based on and subject to the foregoing, I hereby certify on behalf of the Borrower that after giving effect to the consummation of the Transactions, it is my opinion that (i) the Fair Value and Present Fair Salable Value of the assets of the Borrower and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) the Borrower and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) the Borrower and its Subsidiaries taken as a whole will be able to pay their Liabilities as they mature.

* * *

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IN WITNESS WHEREOF, the Borrower has caused this certificate to be executed on its behalf by its Chief Financial Officer as of the date first written above.

[Borrower]
By:
Name:
Title:	Chief Financial Officer

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