AGREEMENT AND PLAN OF MERGER dated as of AUGUST 6, 2023 among VERITIV CORPORATION, VERDE PURCHASER, LLC and VERDE MERGER SUB, INC.Merger Agreement • August 7th, 2023 • Veritiv Corp • Wholesale-paper & paper products • Delaware
WHEREAS, the respective Boards of Directors (or equivalent thereof) of Parent and Merger Subsidiary have approved and declared advisable this Agreement and the Transactions, including the Merger;
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 7th, 2023 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of August 6, 2023, is entered into by and among Veritiv Corporation, a Delaware corporation (the “Company”), Verde Purchaser, LLC, a Delaware limited liability company (“Parent”) and the undersigned stockholders, severally and not jointly (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
