Agreement and Plan of Merger Dated as of September 14, 2018 By and Among Essendant Inc., Egg Parent Inc., Egg Merger Sub Inc. and Staples, Inc.Merger Agreement • September 17th, 2018 • Essendant Inc • Wholesale-paper & paper products • Delaware
This Agreement and Plan of Merger (together with the Disclosure Letters and Exhibits hereto, this “Agreement”) is made as of the 14th day of September, 2018, by and among Essendant Inc., a Delaware corporation (the “Company”), Egg Parent Inc., a Delaware corporation (“Parent”), Egg Merger Sub Inc., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”), and Staples, Inc., a Delaware corporation (“Staples”). Each of Parent, Merger Sub, Staples and the Company is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENTRights Agreement • September 17th, 2018 • Essendant Inc • Wholesale-paper & paper products • New York
This Amendment No. 2 (this “Amendment”) is dated as of September 14, 2018 (the “Effective Date”), and amends that certain Rights Agreement, dated as of May 17, 2018, as amended to date (the “Rights Agreement”), between Essendant Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Rights Agreement.
